orcic-20240930

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2024

☐ 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: 814-01369

BLUE OWL CREDIT INCOME CORP.

(Exact name of Registrant as specified in its Charter)


Maryland						85-1187564
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
399 Park Avenue, New York, New York						10022
(Address of principal executive offices)						(Zip Code)
Registrant’s telephone number, including area code: (212) 419-3000

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 ☐

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

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


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

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

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

As of November 7, 2024, the registrant had 488,140,062 shares of Class S common stock, 49,892,931 shares of Class D common stock, and 898,006,627 shares of Class I common stock, $0.01, par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	4
	Consolidated Statements of Assets and Liabilities as of September 30, 2024 (Unaudited) and December 31, 2023	4
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	5
	Consolidated Schedules of Investments as of September 30, 2024 (Unaudited) and December 31, 2023	6
	Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	60
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)	61
	Notes to Consolidated Financial Statements (Unaudited)	62
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	144
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	224
Item 4.	Controls and Procedures	226

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	227
Item 1A.	Risk Factors	227
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	227
Item 3.	Defaults Upon Senior Securities	228
Item 4.	Mine Safety Disclosures	228
Item 5.	Other Information	228
Item 6.	Exhibits	229
Signatures

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blue Owl Credit Income Corp. (the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•the impact of elevated interest and inflation rates, ongoing supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, instability in the U.S. and international banking systems, uncertainties related to the 2024 U.S. presidential election, and the risk of recession or a shutdown of government services could impact our business prospects and the prospects of our portfolio companies;

•an economic downturn could also impact availability and pricing of our financing and our ability to access the debt and equity capital markets;

•a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;

•changes in base interest rates and significant market volatility on our business and our portfolio companies (including our business prospects and the prospects of our portfolio companies including the ability to achieve our and their business objectives), our industry and the global economy including as a result of ongoing supply chain disruptions;

•currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•our future operating results;

•the ability of our portfolio companies to achieve their objectives;

•competition with other entities and our affiliates for investment opportunities;

•risks related to the uncertainty of the value of our portfolio investments, particularly those having no liquid trading market;

•the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;

•the adequacy of our financing sources and working capital;

•the loss of key personnel;

•the timing of cash flows, if any, from the operations of our portfolio companies;

•the ability of Blue Owl Credit Advisors LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;

•the ability of the Adviser to attract and retain highly talented professionals;

•our ability to qualify for and maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

•the impact that environmental, social and governance matters could have on our brand and reputation and our portfolio companies;

•the effect of legal, tax and regulatory changes;

•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks, and the increasing use of artificial intelligence and machine learning technology;

•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine and the escalated conflict in the Middle-East, including the Israel-Hamas conflict, and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, on financial market volatility, global economic markets, and various markets for commodities globally such as oil and natural gas; and

•other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Blue Owl Credit Income Corp.

Consolidated Statements of Assets and Liabilities

(Amounts in thousands, except share and per share amounts)


	September 30, 2024 (Unaudited)		December 31, 2023
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $23,967,021 and $15,937,544, respectively)	$	23,997,940	$	16,010,137
Non-controlled, affiliated investments (amortized cost of $87,610 and $72,371, respectively)	98,379		78,406
Controlled, affiliated investments (amortized cost of $716,684 and $561,528, respectively)	733,760		573,550
Total investments at fair value (amortized cost of $24,771,315 and $16,571,443, respectively)	24,830,079		16,662,093
Cash (restricted cash of $14,816 and $40,872, respectively)	554,747		415,384
Interest receivable	191,230		138,350

Receivable from controlled affiliates	12,834		8,024

Receivable for investments sold	32,590		28,508
Prepaid expenses and other assets	212,573		4,123
Total Assets	$	25,834,053	$	17,256,482
Liabilities
Debt (net of unamortized debt issuance costs of $163,564 and $101,242, respectively)	$	11,818,751	$	7,827,973
Distribution payable	138,816		93,930
Payable for investments purchased	287,734		167,078
Payables to affiliates	73,783		54,544
Tender offer payable	151,434		113,988
Accrued expenses and other liabilities	146,454		106,423
Total Liabilities	12,616,972		8,363,936
Commitments and contingencies (Note 7)
Net Assets
Class S Common shares $0.01 par value, 1,500,000,000 shares authorized; 472,776,935 and 325,845,587 shares issued and outstanding, respectively	4,728		3,259
Class D Common shares $0.01 par value, 1,000,000,000 shares authorized; 48,636,240 and 75,427,194 shares issued and outstanding, respectively	486		754
Class I Common shares $0.01 par value, 2,000,000,000 shares authorized; 860,780,379 and 535,625,823 shares issued and outstanding, respectively	8,608		5,356
Additional paid-in-capital	12,891,104		8,649,139
Accumulated undistributed (overdistributed) earnings	312,155		234,038
Total Net Assets	13,217,081		8,892,546
Total Liabilities and Net Assets	$	25,834,053	$	17,256,482
Net Asset Value Per Class S Share	$	9.55	$	9.48
Net Asset Value Per Class D Share	$	9.56	$	9.49
Net Asset Value Per Class I Share	$	9.57	$	9.50

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Credit Income Corp.

Consolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	599,855	$	357,354	$	1,605,997	$	931,597
Payment-in-kind (“PIK”) interest income	32,366		18,178		90,108		51,140
Dividend income	2,386		2,338		6,783		6,470
Payment-in-kind (“PIK”) dividend income	10,886		16,729		42,904		51,131
Other income	7,630		2,995		20,552		10,412
Total investment income from non-controlled, non-affiliated investments	653,123		397,594		1,766,344		1,050,750
Investment income from non-controlled, affiliated investments:
Interest income	25		—		25		—
Payment-in-kind (“PIK”) interest income	4		—		4		—
Dividend income	69		214		486		547

Total investment income from non-controlled, affiliated investments	98		214		515		547
Investment income from controlled, affiliated investments:
Interest income	2,239		—		6,035		—
Payment-in-kind (“PIK”) interest income	358		773		1,462		773
Dividend income	19,054		10,200		54,716		26,318

Total investment income from controlled, affiliated investments	21,651		10,973		62,213		27,091
Total Investment Income	674,872		408,781		1,829,072		1,078,388
Operating Expenses

Offering costs	389		1,156		3,083		2,093
Interest expense	209,461		127,342		561,827		331,488
Management fees	37,998		21,466		99,486		57,262
Performance based incentive fees	47,376		30,803		131,771		82,050
Professional fees	5,974		4,416		16,675		10,330
Directors’ fees	320		448		966		972
Shareholder servicing fees	9,702		5,696		25,721		14,916
Other general and administrative	4,023		1,828		8,708		4,981
Total Operating Expenses	315,243		193,155		848,237		504,092




Net Investment Income (Loss) Before Taxes	359,629		215,626		980,835		574,296
Income tax expense (benefit), including excise tax expense (benefit)	2,217		1,027		5,480		2,529
Net Investment Income (Loss) After Taxes	$	357,412	$	214,599	$	975,355	$	571,767
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments	$	(23,029)	$	46,417	$	(55,717)	$	119,573
Non-controlled, affiliated investments	1,999		2,986		4,733		3,035
Controlled, affiliated investments	(1,906)		3,541		5,054		8,254
Translation of assets and liabilities in foreign currencies	1,008		4		1,299		351
Income tax (provision) benefit	(924)		6		(916)		(1)
Total Net Change in Unrealized Gain (Loss)	(22,852)		52,954		(45,547)		131,212
Net realized gain (loss):
Non-controlled, non-affiliated investments	(2,575)		(2,411)		(6,009)		(9,589)


Foreign currency transactions	(465)		267		(1,519)		207
Total Net Realized Gain (Loss)	(3,040)		(2,144)		(7,528)		(9,382)
Total Net Realized and Change in Unrealized Gain (Loss)	(25,892)		50,810		(53,075)		121,830
Total Net Increase (Decrease) in Net Assets Resulting from Operations	$	331,520	$	265,409	$	922,280	$	693,597
Net Increase (Decrease) in Net Assets Resulting from Operations - Class S Common Stock	$	107,506	$	89,934	$	301,796	$	233,584
Net Increase (Decrease) in Net Assets Resulting from Operations - Class D Common Stock	$	11,854	$	21,281	$	35,109	$	57,320
Net Increase (Decrease) in Net Assets Resulting from Operations - Class I Common Stock	$	212,160	$	154,194	$	585,375	$	402,694
Earnings Per Share - Basic and Diluted of Class S Common Stock	$	0.23	$	0.34	$	0.74	$	0.99
Weighted Average Shares of Class S Common Stock Outstanding - Basic and Diluted	460,330,255		266,167,781		410,072,703		236,530,998
Earnings Per Share - Basic and Diluted of Class D Common Stock	$	0.25	$	0.34	$	0.78	$	0.99
Weighted Average Shares of Class D Common Stock Outstanding - Basic and Diluted	47,766,793		62,982,453		45,110,739		58,042,790
Earnings Per Share - Basic and Diluted of Class I Common Stock	$	0.25	$	0.34	$	0.80	$	0.99
Weighted Average Shares of Class I Common Stock Outstanding - Basic and Diluted	835,954,921		456,349,592		734,685,992		407,774,285

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Non-controlled/non-affiliated portfolio company investments
Debt Investments(5)
Advertising and media
Broadcast Music, Inc. (fka Otis Merger Sub, Inc.)(6)	First lien senior secured loan	SR +	5.75%	02/2030	34,404	$	33,613	$	34,060	0.3	%
Broadcast Music, Inc. (fka Otis Merger Sub, Inc.)(17)(18)	First lien senior secured revolving loan	SR +	5.75%	02/2030	—	(140)		(63)		0.0	%
Global Music Rights, LLC(7)	First lien senior secured loan	SR +	5.50%	08/2030	162,027	159,475		162,016		1.2	%
Global Music Rights, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.50%	08/2029	—	(156)		—		0.0	%
Project Boost Purchaser, LLC (dba JD Power)(7)(22)	First lien senior secured loan	SR +	3.50%	07/2031	33,750	33,668		33,723		0.3	%
Project Boost Purchaser, LLC (dba JD Power)(7)(22)	Second lien senior secured loan	SR +	5.25%	07/2032	11,250	11,196		11,257		0.1	%
IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.))(6)	First lien senior secured loan	SR +	5.00%	12/2028	230,089	230,089		230,089		1.7	%
IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.))(6)(17)	First lien senior secured revolving loan	SR +	5.00%	12/2027	7,990	7,990		7,990		0.1	%
Monotype Imaging Holdings Inc.(7)	First lien senior secured loan	SR +	5.50%	02/2031	167,907	166,723		167,067		1.3	%
Monotype Imaging Holdings Inc.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.50%	02/2026	—	(48)		—		0.0	%
Monotype Imaging Holdings Inc.(17)(18)	First lien senior secured revolving loan	SR +	5.50%	02/2030	—	(142)		(105)		0.0	%
						642,268		646,034		5.0	%
Aerospace and defense
Bleriot US Bidco Inc.(7)(22)	First lien senior secured loan	SR +	3.25%	10/2030	11,772	$	11,772	$	11,774	0.1	%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(6)(22)	First lien senior secured loan	SR +	3.50%	08/2028	12,871	12,871		12,873		0.1	%
ManTech International Corporation(7)	First lien senior secured loan	SR +	5.00%	09/2029	14,711	14,711		14,711		0.1	%
ManTech International Corporation(17)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	06/2025	—	—		—		0.0	%
ManTech International Corporation(17)	First lien senior secured revolving loan	SR +	5.00%	09/2028	—	—		—		0.0	%
Novaria Holdings, LLC(6)(22)	First lien senior secured loan	SR +	4.25%	06/2031	15,000	14,927		14,975		0.1	%
Peraton Corp.(6)(22)	First lien senior secured loan	SR +	3.75%	02/2028	51,408	51,441		49,362		0.4	%
Peraton Corp.(7)(22)	Second lien senior secured loan	SR +	7.75%	02/2029	4,831	4,785		4,524		0.0	%
						110,507		108,219		0.8	%
Automotive aftermarket
OAC Holdings I Corp. (dba Omega Holdings)(6)	First lien senior secured loan	SR +	5.00%	03/2029	8,981	$	8,853	$	8,913	0.1	%
OAC Holdings I Corp. (dba Omega Holdings)(17)(18)	First lien senior secured revolving loan	SR +	5.00%	03/2028	—	(30)		(19)		0.0	%
Power Stop, LLC(7)(22)	First lien senior secured loan	SR +	4.75%	01/2029	29,246	29,046		28,076		0.2	%
						37,869		36,970		0.3	%
Automotive services
Holley Inc.(6)(22)	First lien senior secured loan	SR +	3.75%	11/2028	1,905	$	1,897	$	1,848	0.0	%
Mavis Tire Express Services Topco Corp.(6)(22)	First lien senior secured loan	SR +	3.50%	05/2028	29,117	29,117		29,082		0.2	%
Mister Car Wash Holdings, Inc.(6)(22)	First lien senior secured loan	SR +	3.00%	03/2031	4,988	4,988		4,989		0.0	%
Spotless Brands, LLC(7)	First lien senior secured loan	SR +	5.75%	07/2028	81,929	81,181		81,724		0.6	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Spotless Brands, LLC(6)(17)	First lien senior secured revolving loan	SR +	5.75%	07/2028	1,347		1,328		1,341		0.0	%
Wand Newco 3, Inc. (dba Caliber )(7)(22)	First lien senior secured loan	SR +	3.25%	01/2031	17,456		17,456		17,427		0.1	%
							135,967		136,411		0.9	%
Asset based lending and fund finance
Hg Genesis 9 SumoCo Limited(11)(23)	Unsecured facility	E +	7.00% PIK	03/2027	€	139,609	$	153,010	$	155,811	1.2	%
Hg Saturn Luchaco Limited(14)(23)	Unsecured facility	SA +	7.50% PIK	03/2026	£	680	868		912		0.0	%
							153,878		156,723		1.2	%
Buildings and real estate
Associations, Inc.(7)	First lien senior secured loan	SR +	6.50%	07/2028	408,855		$	408,467	$	408,855	3.1	%
Associations, Inc.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	6.50%	07/2028	—		(29)		—		0.0	%
Associations, Inc.(17)(18)	First lien senior secured revolving loan	SR +	6.50%	07/2028	—		(23)		—		0.0	%
Associations Finance, Inc.(16)	Unsecured notes		14.25% PIK	05/2030	158,756		157,635		158,758		1.2	%
CoreLogic Inc.(6)(22)	First lien senior secured loan	SR +	3.50%	06/2028	23,901		23,421		23,629		0.2	%
Dodge Construction Network LLC(7)(22)	First lien senior secured loan	SR +	4.75%	02/2029	16,813		16,639		12,364		0.1	%
RealPage, Inc.(6)(22)	First lien senior secured loan	SR +	3.00%	04/2028	13,951		13,940		13,533		0.1	%
RealPage, Inc.(6)(22)	Second lien senior secured loan	SR +	6.50%	04/2029	27,500		27,222		26,340		0.2	%
Wrench Group LLC(7)(22)	First lien senior secured loan	SR +	4.00%	10/2028	27,214		27,164		27,193		0.2	%
							674,436		670,672		5.1	%
Business services
Access CIG, LLC(7)(22)	First lien senior secured loan	SR +	5.00%	08/2028	79,200		$	77,581	$	79,430	0.6	%
Aurelia Netherlands Midco 2 B.V.(12)(23)	First lien senior secured EUR term loan	E +	5.75%	05/2031	€	55,027	57,668		60,952		0.5	%
Boxer Parent Company Inc. (f/k/a BMC)(7)(22)	First lien senior secured loan	SR +	3.75%	07/2031	69,750		69,579		69,562		0.5	%
Capstone Acquisition Holdings, Inc.(6)	First lien senior secured loan	SR +	4.50%	11/2029	85,570		85,010		85,005		0.6	%
Capstone Acquisition Holdings, Inc.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	4.50%	08/2026	—		(7)		(7)		0.0	%
ConnectWise, LLC(7)(22)	First lien senior secured loan	SR +	3.50%	09/2028	29,473		29,518		29,399		0.2	%
CoolSys, Inc.(7)	First lien senior secured loan	SR +	4.75%	08/2028	13,772		12,967		13,497		0.1	%
CoreTrust Purchasing Group LLC(6)	First lien senior secured loan	SR +	5.25%	10/2029	112,900		111,917		112,900		0.9	%
CoreTrust Purchasing Group LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	05/2026	—		(175)		—		0.0	%
CoreTrust Purchasing Group LLC(17)(18)	First lien senior secured revolving loan	SR +	5.25%	10/2029	—		(168)		—		0.0	%
Denali BuyerCo, LLC (dba Summit Companies)(7)	First lien senior secured loan	SR +	5.50%	09/2028	196,232		194,156		196,232		1.5	%
Denali BuyerCo, LLC (dba Summit Companies)(17)(18)	First lien senior secured revolving loan	SR +	5.50%	09/2027	—		(63)		—		0.0	%
Diamondback Acquisition, Inc. (dba Sphera)(6)	First lien senior secured loan	SR +	5.50%	09/2028	46,509		45,916		46,044		0.3	%
DuraServ LLC(6)	First lien senior secured loan	SR +	4.75%	06/2031	130,982		130,348		130,327		1.0	%
DuraServ LLC(6)(17)(19)	First lien senior secured delayed draw term loan	SR +	4.75%	06/2026	3,363		3,231		3,225		0.0	%
DuraServ LLC(17)(18)	First lien senior secured revolving loan	SR +	4.75%	06/2030	—		(115)		(121)		0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Fullsteam Operations, LLC(7)	First lien senior secured loan	SR +	8.25%	11/2029	8,938	8,693		8,938		0.1	%
Fullsteam Operations, LLC(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	8.25%	05/2025	2,673	2,599		2,673		0.0	%
Fullsteam Operations, LLC(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	8.25%	11/2025	1,154	1,122		1,154		0.0	%
Fullsteam Operations, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	7.00%	08/2025	—	(34)		(13)		0.0	%
Fullsteam Operations, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	7.00%	02/2026	—	(8)		(3)		0.0	%
Fullsteam Operations, LLC(17)(18)	First lien senior secured revolving loan	SR +	8.25%	11/2029	—	(12)		—		0.0	%
Hercules Borrower, LLC (dba The Vincit Group)(7)	First lien senior secured loan	SR +	5.50%	12/2026	15,815	15,739		15,815		0.1	%
Hercules Borrower, LLC (dba The Vincit Group)(17)(18)	First lien senior secured revolving loan	SR +	5.50%	12/2026	—	(1)		—		0.0	%
Hercules Buyer, LLC (dba The Vincit Group)(16)(28)	Unsecured notes		0.48% PIK	12/2029	24	24		28		0.0	%
Kaseya Inc.(7)	First lien senior secured loan	SR +	5.50%	06/2029	73,337	72,273		73,337		0.6	%
Kaseya Inc.(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.50%	06/2025	847	809		847		0.0	%
Kaseya Inc.(6)(17)	First lien senior secured revolving loan	SR +	5.50%	06/2029	1,097	1,039		1,097		0.0	%
KPSKY Acquisition, Inc. (dba BluSky)(7)	First lien senior secured loan	SR +	5.50%	10/2028	101,442	100,151		93,074		0.7	%
KPSKY Acquisition, Inc. (dba BluSky)(7)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.75%	11/2025	73	22		(296)		0.0	%
Madison Safety & Flow LLC(7)(22)	First lien senior secured loan	SR +	3.25%	09/2031	7,500	7,481		7,491		0.1	%
Packers Holdings, LLC(6)(22)	First lien senior secured loan	SR +	3.25%	03/2028	16,450	16,369		8,544		0.1	%
Ping Identity Holding Corp.(7)	First lien senior secured loan	SR +	4.75%	10/2029	47,792	47,673		47,792		0.4	%
Ping Identity Holding Corp.(17)(18)	First lien senior secured revolving loan	SR +	4.75%	10/2028	—	(12)		—		0.0	%
Plano HoldCo, Inc. (dba Perficient)(7)	First lien senior secured loan	SR +	3.50%	08/2031	25,000	24,875		24,875		0.2	%
POLARIS PURCHASER, INC. (dba Plusgrade)(7)(23)	First lien senior secured loan	SR +	4.00%	03/2031	26,518	26,518		26,518		0.2	%
Pye-Barker Fire & Safety, LLC(7)	First lien senior secured loan	SR +	4.50%	05/2031	174,704	173,862		173,831		1.3	%
Pye-Barker Fire & Safety, LLC(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	4.50%	05/2026	9,624	9,399		9,390		0.1	%
Pye-Barker Fire & Safety, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	4.50%	05/2026	—	(202)		(213)		0.0	%
Pye-Barker Fire & Safety, LLC(7)(17)	First lien senior secured revolving loan	SR +	4.50%	05/2030	4,213	4,054		4,044		0.0	%
Xplor T1, LLC(7)	First lien senior secured loan	SR +	4.25%	06/2031	50,000	49,760		50,250		0.4	%
						1,379,556		1,375,618		10.5	%
Chemicals
Advancion Holdings, LLC (fka Aruba Investments Holdings, LLC)(6)(22)	First lien senior secured loan	SR +	4.00%	11/2027	19,113	$	18,882	$	18,982	0.1	%
Advancion Holdings, LLC (fka Aruba Investments Holdings, LLC)(6)	Second lien senior secured loan	SR +	7.75%	11/2028	40,137	40,128		38,030		0.3	%
DCG ACQUISITION CORP. (dba DuBois Chemical)(6)	First lien senior secured loan	SR +	4.75%	06/2031	95,076	94,154		94,125		0.7	%
DCG ACQUISITION CORP. (dba DuBois Chemical)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	4.75%	06/2026	—	(76)		(79)		0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

DCG ACQUISITION CORP. (dba DuBois Chemical)(17)(18)	First lien senior secured revolving loan	SR +	4.75%	06/2031	—	(152)		(159)		0.0	%
Derby Buyer LLC (dba Delrin)(6)(22)	First lien senior secured loan	SR +	3.50%	11/2030	57,693	57,693		57,710		0.4	%
Gaylord Chemical Company, L.L.C.(7)	First lien senior secured loan	SR +	5.25%	03/2027	96,340	96,109		96,340		0.8	%
Gaylord Chemical Company, L.L.C.(7)(17)	First lien senior secured revolving loan	SR +	5.25%	03/2026	3,337	3,328		3,337		0.0	%
Nouryon Finance B.V.(7)(22)(23)	First lien senior secured loan	SR +	3.50%	04/2028	18,813	18,813		18,815		0.1	%
Rocket BidCo, Inc. (dba Recochem)(7)(23)	First lien senior secured loan	SR +	5.75%	11/2030	352,375	345,554		347,089		2.6	%
Velocity HoldCo III Inc. (dba VelocityEHS)(7)	First lien senior secured loan	SR +	5.75%	04/2027	2,282	2,256		2,282		0.0	%
Velocity HoldCo III Inc. (dba VelocityEHS)(17)(18)	First lien senior secured revolving loan	SR +	5.75%	04/2026	—	(1)		—		0.0	%
						676,688		676,472		5.0	%
Consumer products
BEP Intermediate Holdco, LLC (dba Buyers Edge Platform)(6)	First lien senior secured loan	SR +	3.75%	04/2031	34,913	$	34,748	$	35,000	0.3	%
Conair Holdings LLC(6)(22)	First lien senior secured loan	SR +	3.75%	05/2028	45,033	44,681		41,115		0.3	%
Conair Holdings LLC(6)	Second lien senior secured loan	SR +	7.50%	05/2029	22,591	22,344		21,123		0.2	%
Foundation Consumer Brands, LLC(7)	First lien senior secured loan	SR +	6.25%	02/2027	99,024	97,885		99,024		0.7	%
Lignetics Investment Corp.(7)	First lien senior secured loan	SR +	6.00%	11/2027	96,470	95,726		96,470		0.8	%
Lignetics Investment Corp.(7)(17)	First lien senior secured revolving loan	SR +	6.00%	10/2026	10,897	10,837		10,897		0.1	%
Olaplex, Inc.(6)(22)(23)	First lien senior secured loan	SR +	3.50%	02/2029	46,951	46,385		44,566		0.3	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(7)	First lien senior secured loan	SR +	5.25%	03/2029	58,624	57,812		56,719		0.4	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(7)(17)	First lien senior secured revolving loan	SR +	5.25%	03/2029	1,953	1,882		1,771		0.0	%
						412,300		406,685		3.1	%
Containers and packaging
Anchor Packaging, LLC(6)(22)	First lien senior secured loan	SR +	3.75%	07/2029	49,875	$	49,758	$	49,970	0.4	%
Arctic Holdco, LLC (dba Novvia Group)(6)	First lien senior secured loan	SR +	6.00%	12/2026	13,427	13,223		13,326		0.1	%
Arctic Holdco, LLC (dba Novvia Group)(6)(17)(19)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2024	7,241	7,100		7,169		0.1	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)	First lien senior secured loan	SR +	5.75%	09/2028	78,981	78,218		78,981		0.6	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)	First lien senior secured loan	SR +	6.00%	09/2028	8,843	8,707		8,843		0.1	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)(17)	First lien senior secured revolving loan	SR +	5.75%	09/2027	1,702	1,676		1,702		0.0	%
Berlin Packaging(6)(22)	First lien senior secured loan	SR +	3.75%	06/2031	107,384	107,158		107,266		0.8	%
BW Holding, Inc.(7)(22)	First lien senior secured loan	SR +	4.00%	12/2028	21,561	20,855		19,737		0.1	%
Charter NEX US, Inc.(6)(22)	First lien senior secured loan	SR +	3.25%	12/2027	49,198	49,198		49,193		0.4	%
Five Star Lower Holding LLC(7)(22)	First lien senior secured loan	SR +	4.25%	05/2029	13,156	13,024		12,807		0.1	%
Fortis Solutions Group, LLC(7)	First lien senior secured loan	SR +	5.50%	10/2028	66,448	65,572		65,618		0.5	%
Fortis Solutions Group, LLC(7)(17)	First lien senior secured revolving loan	SR +	5.50%	10/2027	1,799	1,731		1,715		0.0	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(7)	First lien senior secured loan	SR +	6.25%	05/2028	111,887	111,129		111,887		0.8	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Indigo Buyer, Inc. (dba Inovar Packaging Group)(7)	First lien senior secured loan	SR +	5.25%	05/2028	13,400	13,303		13,300		0.1	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	07/2026	—	(48)		(50)		0.0	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(17)(18)	First lien senior secured revolving loan	SR +	6.25%	05/2028	—	(77)		—		0.0	%
Pregis Topco LLC(6)(22)	First lien senior secured loan	SR +	4.00%	07/2026	16,783	16,646		16,798		0.1	%
Pregis Topco LLC(6)	Second lien senior secured loan	SR +	7.75%	08/2029	2,500	2,500		2,500		0.0	%
Pregis Topco LLC(6)	Second lien senior secured loan	SR +	6.75%	08/2029	30,000	30,000		30,000		0.2	%
ProAmpac PG Borrower LLC(7)(22)	First lien senior secured loan	SR +	4.00%	09/2028	39,215	39,215		39,247		0.3	%
SupplyOne, Inc.(6)(22)	First lien senior secured loan	SR +	4.25%	04/2031	19,403	19,247		19,435		0.1	%
Tricorbraun Holdings, Inc.(6)(22)	First lien senior secured loan	SR +	3.25%	03/2028	32,274	31,675		31,616		0.2	%
						679,810		681,060		5.0	%
Distribution
ABB/Con-cise Optical Group LLC(7)	First lien senior secured loan	SR +	7.50%	02/2028	33,306	$	32,984	$	32,474	0.2	%
AI Aqua Merger Sub, Inc. (dba Culligan)(6)(22)	First lien senior secured loan	SR +	3.50%	07/2028	46,382	46,406		46,312		0.4	%
Aramsco, Inc.(7)	First lien senior secured loan	SR +	4.75%	10/2030	44,479	43,632		41,811		0.3	%
Aramsco, Inc.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	4.75%	10/2025	—	—		(468)		0.0	%
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(6)(22)	First lien senior secured loan	SR +	4.00%	01/2027	61,906	61,889		61,900		0.5	%
BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC)(7)	First lien senior secured loan	SR +	6.00%	10/2029	162,872	161,435		162,872		1.2	%
BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC)(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	6.00%	10/2025	12,843	12,650		12,843		0.1	%
Dealer Tire Financial, LLC(6)(22)	First lien senior secured loan	SR +	3.50%	07/2031	30,415	30,267		30,454		0.2	%
Dealer Tire Financial, LLC(16)(21)(22)	Unsecured notes		8.00%	02/2028	56,120	55,278		56,086		0.4	%
Endries Acquisition, Inc.(6)	First lien senior secured loan	SR +	5.25%	12/2028	101,024	100,368		100,267		0.7	%
Endries Acquisition, Inc.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	12/2025	—	(50)		(60)		0.0	%
Formerra, LLC(6)	First lien senior secured loan	SR +	7.25%	11/2028	5,171	5,044		5,132		0.0	%
Formerra, LLC(7)	First lien senior secured delayed draw term loan	SR +	7.25%	11/2028	208	203		206		0.0	%
Formerra, LLC(6)(17)	First lien senior secured revolving loan	SR +	7.25%	11/2028	105	94		101		0.0	%
Foundation Building Materials, Inc.(7)(22)	First lien senior secured loan	SR +	4.00%	01/2031	19,937	19,838		19,385		0.1	%
White Cap Supply Holdings, LLC(6)(22)	First lien senior secured loan	SR +	3.25%	10/2029	62,334	62,067		61,854		0.5	%
						632,105		631,169		4.6	%
Education
Ellucian Holdings Inc. (f/k/a Sophia, L.P.)(6)(22)	First lien senior secured loan	SR +	3.50%	10/2029	47,816	$	47,761	$	47,911	0.4	%
Learning Care Group (US) No. 2 Inc.(6)(22)	First lien senior secured loan	SR +	4.00%	08/2028	22,276	22,276		22,374		0.2	%
Renaissance Learning, Inc.(6)(22)	First lien senior secured loan	SR +	4.25%	04/2030	31,204	31,187		31,173		0.2	%
Severin Acquisition, LLC (dba PowerSchool)(7)(22)	First lien senior secured loan	SR +	3.00%	08/2027	14,632	14,575		14,632		0.1	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(7)(22)	First lien senior secured loan	SR +	4.00%	10/2030	15,222	15,222		15,303		0.1	%
						131,021		131,393		1.0	%
Energy equipment and services
Dresser Utility Solutions, LLC(6)	First lien senior secured loan	SR +	5.50%	03/2029	82,496	$	81,746	$	82,083	0.6	%
Dresser Utility Solutions, LLC(17)(19)	First lien senior secured delayed draw term loan	SR +	5.50%	09/2025	—	—		—		0.0	%
Dresser Utility Solutions, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.50%	03/2029	—	(93)		(53)		0.0	%
Pike Corp.(6)(22)	First lien senior secured loan	SR +	3.00%	01/2028	5,991	5,980		6,013		0.0	%
						87,633		88,043		0.6	%
Financial services
Ascensus Holdings, Inc.(6)(22)	First lien senior secured loan	SR +	3.50%	08/2028	11,906	$	11,827	$	11,883	0.1	%
Baker Tilly Advisory Group, L.P.(6)	First lien senior secured loan	SR +	5.00%	06/2031	99,250	97,814		97,762		0.7	%
Baker Tilly Advisory Group, L.P.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	06/2026	—	(112)		(112)		0.0	%
Baker Tilly Advisory Group, L.P.(17)(18)	First lien senior secured revolving loan	SR +	5.00%	06/2030	—	(292)		(314)		0.0	%
BCPE Pequod Buyer, Inc. (dba Envestnet)(7)(22)	First lien senior secured loan	SR +	3.50%	09/2031	115,000	112,444		114,448		0.9	%
Blackhawk Network Holdings, Inc.(6)(22)	First lien senior secured loan	SR +	5.00%	03/2029	74,813	73,373		75,089		0.6	%
BTRS Holdings Inc. (dba Billtrust)(7)	First lien senior secured loan	SR +	8.00%	12/2028	10,850	10,598		10,796		0.1	%
BTRS Holdings Inc. (dba Billtrust)(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	8.00%	12/2024	798	798		793		0.0	%
BTRS Holdings Inc. (dba Billtrust)(7)(17)	First lien senior secured revolving loan	SR +	7.25%	12/2028	434	410		428		0.0	%
Chrysaor Bidco s.à r.l. (dba AlterDomus)(7)(22)(23)	First lien senior secured loan	SR +	3.50%	05/2031	9,311	9,311		9,343		0.1	%
Chrysaor Bidco s.à r.l. (dba AlterDomus)(17)(19)(22)(23)	First lien senior secured delayed draw term loan	SR +	3.50%	05/2026	—	—		—		0.0	%
Computer Services, Inc. (dba CSI)(7)	First lien senior secured loan	SR +	5.25%	11/2029	52,652	52,045		52,652		0.3	%
Computer Services, Inc. (dba CSI)(7)	First lien senior secured loan	SR +	4.75%	11/2029	18,464	18,372		18,371		0.1	%
Computer Services, Inc. (dba CSI)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	02/2026	—	(57)		—		0.0	%
Cresset Capital Management, LLC(6)	First lien senior secured loan	SR +	5.00%	06/2030	15,632	15,482		15,476		0.1	%
Cresset Capital Management, LLC(17)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	09/2025	—	—		—		0.0	%
Cresset Capital Management, LLC(17)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	06/2026	—	—		—		0.0	%
Cresset Capital Management, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.00%	06/2029	—	(21)		(22)		0.0	%
Deerfield Dakota Holdings(7)(22)	First lien senior secured loan	SR +	3.75%	04/2027	97,468	96,792		95,382		0.7	%
Deerfield Dakota Holdings(7)(22)	Second lien senior secured loan	SR +	6.75%	04/2028	21,476	21,500		20,939		0.2	%
Finastra USA, Inc.(7)(23)	First lien senior secured loan	SR +	7.25%	09/2029	163,939	162,335		163,939		1.2	%
Finastra USA, Inc.(7)(17)(23)	First lien senior secured revolving loan	SR +	7.25%	09/2029	7,917	7,746		7,917		0.1	%
Grant Thornton Advisors LLC(6)(22)	First lien senior secured loan	SR +	3.25%	06/2031	20,000	20,000		20,022		0.2	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Klarna Holding AB(7)(23)	Subordinated Floating Rate Notes	SR +	7.00%	04/2034	1,000	1,000		1,000		0.0	%
KRIV Acquisition Inc. (dba Riveron)(6)	First lien senior secured loan	SR +	6.25%	07/2029	69,460	67,694		69,460		0.5	%
KRIV Acquisition Inc. (dba Riveron)(7)	First lien senior secured delayed draw term loan	SR +	6.25%	07/2029	10,419	10,143		10,419		0.1	%
KRIV Acquisition Inc. (dba Riveron)(17)(18)	First lien senior secured revolving loan	SR +	6.25%	07/2029	—	(260)		—		0.0	%
Minotaur Acquisition, Inc. (dba Inspira Financial)(6)	First lien senior secured loan	SR +	5.00%	06/2030	293,722	290,706		290,576		2.2	%
Minotaur Acquisition, Inc. (dba Inspira Financial)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	05/2026	—	(196)		(210)		0.0	%
Minotaur Acquisition, Inc. (dba Inspira Financial)(17)(18)	First lien senior secured revolving loan	SR +	5.00%	06/2030	—	(241)		(258)		0.0	%
NMI Acquisitionco, Inc. (dba Network Merchants)(6)	First lien senior secured loan	SR +	5.00%	09/2028	12,210	12,160		12,210		0.0	%
NMI Acquisitionco, Inc. (dba Network Merchants)(17)(18)	First lien senior secured revolving loan	SR +	5.00%	09/2028	—	(2)		—		0.0	%
OneDigital Borrower LLC(6)(22)	First lien senior secured loan	SR +	3.25%	07/2031	82,493	82,209		81,701		0.6	%
OneDigital Borrower LLC(6)(22)	Second lien senior secured loan	SR +	5.25%	07/2032	33,800	33,635		33,432		0.3	%
PPI Holding US Inc. (dba Nuvei)(7)(21)(22)(23)	First lien senior secured loan	SR +	3.00%	07/2031	20,000	19,950		19,738		0.1	%
Pushpay USA Inc.(7)	First lien senior secured loan	SR +	4.50%	08/2031	15,000	14,852		14,850		0.1	%
Saphilux S.a.r.L. (dba IQ-EQ)(7)(23)	First lien senior secured loan	SR +	3.50%	07/2028	32,378	32,378		32,458		0.2	%
Smarsh Inc.(7)	First lien senior secured loan	SR +	5.75%	02/2029	83,048	82,464		83,048		0.6	%
Smarsh Inc.(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.75%	02/2025	10,381	10,243		10,381		0.1	%
Smarsh Inc.(17)(18)	First lien senior secured revolving loan	SR +	5.75%	02/2029	—	(5)		—		0.0	%
Teneo Holdings LLC(6)(22)	First lien senior secured loan	SR +	4.75%	03/2031	14,925	14,784		14,971		0.1	%
						1,381,879		1,388,568		10.3	%
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(6)(22)	First lien senior secured loan	SR +	4.00%	09/2028	13,615	$	13,527	$	13,599	0.1	%
Balrog Acquisition, Inc. (dba Bakemark)(6)	Second lien senior secured loan	SR +	7.00%	09/2029	6,000	5,964		6,000		0.0	%
Blast Bidco Inc. (dba Bazooka Candy Brands)(7)	First lien senior secured loan	SR +	6.00%	10/2030	35,642	34,839		35,642		0.3	%
Blast Bidco Inc. (dba Bazooka Candy Brands)(17)(18)	First lien senior secured revolving loan	SR +	6.00%	10/2029	—	(87)		—		0.0	%
Dessert Holdings(6)(22)	First lien senior secured loan	SR +	4.00%	06/2028	19,449	19,387		18,373		0.1	%
EAGLE FAMILY FOODS GROUP LLC(7)	First lien senior secured loan	SR +	5.00%	08/2030	180,835	179,057		179,930		1.4	%
Eagle Family Foods Group LLC(7)(17)	First lien senior secured revolving loan	SR +	5.00%	08/2030	2,713	2,514		2,611		0.0	%
Fiesta Purchaser, Inc. (dba Shearer's Foods)(6)(22)	First lien senior secured loan	SR +	4.00%	02/2031	74,813	71,615		74,798		0.6	%
Fiesta Purchaser, Inc. (dba Shearer's Foods)(7)(17)	First lien senior secured revolving loan	SR +	4.50%	02/2029	388	61		384		0.0	%
Gehl Foods, LLC(8)	First lien senior secured loan	SR +	6.25%	06/2030	118,258	117,113		117,075		0.9	%
Gehl Foods, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	6.25%	12/2025	—	(43)		(45)		0.0	%
HISSHO PARENT, LLC(7)	First lien senior secured loan	SR +	5.00%	05/2029	123,579	122,772		123,579		0.9	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

HISSHO PARENT, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.00%	05/2029	—		(64)		—		0.0	%
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(6)	First lien senior secured loan	SR +	6.25%	03/2027	211,733		209,627		208,558		1.5	%
KBP Brands, LLC(7)	First lien senior secured loan	SR +	6.00% (0.50% PIK)	05/2027	14,617		14,513		14,435		0.1	%
KBP Brands, LLC(7)	First lien senior secured delayed draw term loan	SR +	6.00% (0.50% PIK)	05/2027	41,495		41,066		40,976		0.3	%
Ole Smoky Distillery, LLC(6)	First lien senior secured loan	SR +	5.50%	03/2028	30,245		29,837		30,019		0.2	%
Ole Smoky Distillery, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.25%	03/2028	—		(38)		(25)		0.0	%
Par Technology Corporation(7)(23)	First lien senior secured loan	SR +	5.00%	07/2029	1,286		1,266		1,266		0.0	%
Pegasus BidCo B.V.(7)(22)(23)	First lien senior secured loan	SR +	3.25%	07/2029	16,520		16,520		16,355		0.1	%
Rushmore Investment III LLC (dba Winland Foods)(7)	First lien senior secured loan	SR +	6.25%	10/2030	470,834		464,052		470,834		3.6	%
Tacala, LLC(6)(22)	First lien senior secured loan	SR +	3.50%	01/2031	40,581		40,581		40,581		0.3	%
Ultimate Baked Goods Midco, LLC(7)	First lien senior secured loan	SR +	6.25%	08/2027	16,046		15,826		16,046		0.1	%
Ultimate Baked Goods Midco, LLC(7)(17)	First lien senior secured revolving loan	SR +	6.25%	08/2027	700		676		700		0.0	%
							1,400,581		1,411,691		10.5	%
Healthcare equipment and services
Azalea TopCo, Inc. (dba Press Ganey)(6)(22)	First lien senior secured loan	SR +	3.50%	04/2031	75,000		$	74,285	$	74,813	0.6	%
Bamboo US BidCo LLC(7)	First lien senior secured loan	SR +	6.75% (3.38% PIK)	09/2030	98,390		95,821		98,390		0.7	%
Bamboo US BidCo LLC(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	6.75% (3.38% PIK)	03/2025	7,294		6,998		7,294		0.1	%
Bamboo US BidCo LLC(17)(18)	First lien senior secured revolving loan	SR +	6.00%	10/2029	—		(502)		—		0.0	%
Bamboo US BidCo LLC(11)	First lien senior secured EUR term loan	E +	6.75% (3.38% PIK)	09/2030	€	61,216	63,366		68,320		0.5	%
Canadian Hospital Specialties Limited(10)(23)	First lien senior secured loan	C +	4.50%	04/2028	C$	4,846	3,835		3,479		0.0	%
Canadian Hospital Specialties Limited(10)(17)(23)	First lien senior secured revolving loan	C +	4.50%	04/2027	C$	415	330		294		0.0	%
Confluent Medical Technologies, Inc.(7)	First lien senior secured loan	SR +	3.75%	02/2029	94,001		93,349		94,236		0.7	%
CSC MKG Topco LLC (dba Medical Knowledge Group)(6)	First lien senior secured loan	SR +	5.75%	02/2029	99,023		97,620		98,033		0.7	%
Medline Borrower, LP(6)(22)	First lien senior secured loan	SR +	2.75%	10/2028	22,205		22,205		22,203		0.2	%
Natus Medical Incorporated(7)	First lien senior secured loan	SR +	5.50%	07/2029	491		465		477		0.0	%
Nelipak Holding Company(7)	First lien senior secured loan	SR +	5.50%	03/2031	30,459		30,025		30,002		0.2	%
Nelipak Holding Company(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.50%	03/2027	—		(82)		(88)		0.0	%
Nelipak Holding Company(6)(17)	First lien senior secured revolving loan	SR +	5.50%	03/2031	3,343		3,221		3,211		0.0	%
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.(17)(18)	First lien senior secured EUR revolving loan	E +	5.50%	03/2031	€	—	(61)		(67)		0.0	%
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.(11)	First lien senior secured EUR term loan	E +	5.50%	03/2031	€	55,776	59,540		61,316		0.5	%
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.(17)(18)(19)	First lien senior secured EUR delayed draw term loan	E +	5.50%	03/2027	€	—	(162)		(181)		0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Packaging Coordinators Midco, Inc.(7)(22)	First lien senior secured loan	SR +	3.25%	11/2027	62,060	62,060		62,004		0.5	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(23)	First lien senior secured loan	SR +	5.25%	01/2028	40,624	40,245		40,624		0.3	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(17)(19)(21)(23)	First lien senior secured delayed draw term loan	SR +	5.25%	08/2025	6,857	6,721		6,857		0.1	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(17)(23)	First lien senior secured revolving loan	SR +	5.25%	01/2028	—	—		—		0.0	%
PerkinElmer U.S. LLC(6)	First lien senior secured loan	SR +	5.00%	03/2029	140,188	140,122		139,487		1.0	%
PerkinElmer U.S. LLC(6)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	05/2026	21,424	21,166		21,317		0.2	%
Resonetics, LLC(6)(22)	First lien senior secured loan	SR +	3.75%	06/2031	100,000	99,758		100,050		0.8	%
Rhea Parent, Inc.(7)	First lien senior secured loan	SR +	5.50%	02/2029	76,018	74,953		76,018		0.6	%
Zest Acquisition Corp.(7)	First lien senior secured loan	SR +	5.25%	02/2028	19,585	19,585		19,634		0.1	%
						1,014,863		1,027,723		7.8	%
Healthcare providers and services
Allied Benefit Systems Intermediate LLC(6)	First lien senior secured loan	SR +	5.25%	10/2030	20,903	$	20,620	$	20,798	0.1	%
Belmont Buyer, Inc. (dba Valenz)(7)	First lien senior secured loan	SR +	6.50%	06/2029	55,597	54,663		55,597		0.4	%
Belmont Buyer, Inc. (dba Valenz)(7)	First lien senior secured loan	SR +	5.25%	06/2029	43,159	42,845		42,836		0.3	%
Belmont Buyer, Inc. (dba Valenz)(8)	First lien senior secured delayed draw term loan	SR +	6.50%	06/2029	13,197	12,946		13,197		0.1	%
Belmont Buyer, Inc. (dba Valenz)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	01/2026	—	(40)		(42)		0.0	%
Belmont Buyer, Inc. (dba Valenz)(17)(18)	First lien senior secured revolving loan	SR +	6.50%	06/2029	—	(105)		—		0.0	%
Confluent Health, LLC(6)	First lien senior secured loan	SR +	5.00%	11/2028	19,900	19,366		19,751		0.1	%
Covetrus, Inc.(7)(22)	First lien senior secured loan	SR +	5.00%	10/2029	10,333	9,886		9,771		0.1	%
Covetrus, Inc.(7)	Second lien senior secured loan	SR +	9.25%	10/2030	160,000	157,240		152,800		1.2	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(6)	First lien senior secured loan	SR +	5.50%	03/2025	119,611	119,611		119,611		0.9	%
Engage Debtco Limited(7)(23)	First lien senior secured loan	SR +	6.00% (2.50% PIK)	07/2029	82,651	81,162		80,585		0.6	%
Engage Debtco Limited(7)(21)(23)	First lien senior secured loan	SR +	7.25% (4.00% PIK)	07/2029	31,621	30,886		31,146		0.2	%
Ex Vivo Parent Inc. (dba OB Hospitalist)(6)	First lien senior secured loan	SR +	9.75% PIK	09/2028	40,616	40,204		40,413		0.3	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(8)	First lien senior secured loan	SR +	6.25%	12/2029	163,601	160,689		162,783		1.2	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(7)(17)	First lien senior secured revolving loan	SR +	6.25%	12/2029	2,791	2,409		2,679		0.0	%
Lakefield Acquisition Corp. (dba Lakefield Veterinary Group)(6)	First lien senior secured loan	SR +	4.00%	09/2030	73,100	72,735		72,735		0.6	%
Lakefield Acquisition Corp. (dba Lakefield Veterinary Group)(17)(19)	First lien senior secured delayed draw term loan	SR +	4.00%	09/2026	—	—		—		0.0	%
Lakefield Acquisition Corp. (dba Lakefield Veterinary Group)(17)(18)	First lien senior secured revolving loan	SR +	4.00%	09/2029	—	(43)		(43)		0.0	%
Maple Acquisition, LLC (dba Medicus)(7)	First lien senior secured loan	SR +	5.25%	05/2031	109,057	108,268		108,512		0.8	%
Maple Acquisition, LLC (dba Medicus)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	05/2026	—	(73)		(51)		0.0	%
Maple Acquisition, LLC (dba Medicus)(17)(18)	First lien senior secured revolving loan	SR +	5.25%	05/2030	—	(108)		(77)		0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)	Fair Value	Percentage of Net Assets

MED ParentCo, LP(6)(22)	First lien senior secured loan	SR +	4.00%	04/2031	35,000	34,834	35,018	0.3	%
MJH Healthcare Holdings, LLC(6)(21)(22)	First lien senior secured loan	SR +	3.25%	01/2029	19,501	19,501	19,478	0.1	%
Natural Partners, LLC(7)(23)	First lien senior secured loan	SR +	4.50%	11/2027	67,468	66,642	67,131	0.5	%
Natural Partners, LLC(17)(18)(23)	First lien senior secured revolving loan	SR +	4.50%	11/2027	—	(56)	(25)	0.0	%
Neptune Holdings, Inc. (dba NexTech)(6)	First lien senior secured loan	SR +	5.75%	08/2030	30,651	29,968	30,497	0.2	%
Neptune Holdings, Inc. (dba NexTech)(17)(18)	First lien senior secured revolving loan	SR +	5.75%	08/2029	—	(87)	(21)	0.0	%
OB Hospitalist Group, Inc.(6)	First lien senior secured loan	SR +	5.25%	09/2027	68,604	67,724	68,261	0.6	%
OB Hospitalist Group, Inc.(17)(18)	First lien senior secured revolving loan	SR +	5.50%	09/2027	—	(80)	(40)	0.0	%
OneOncology, LLC(7)	First lien senior secured loan	SR +	6.25%	06/2030	97,319	95,959	97,319	0.7	%
OneOncology, LLC(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	06/2025	35,137	34,840	34,828	0.3	%
OneOncology, LLC(17)(18)	First lien senior secured revolving loan	SR +	6.25%	06/2029	—	(167)	—	0.0	%
Pacific BidCo Inc.(8)(23)	First lien senior secured loan	SR +	6.00% (2.05% PIK)	08/2029	166,853	163,763	165,601	1.3	%
Pacific BidCo Inc.(8)(23)	First lien senior secured delayed draw term loan	SR +	6.00%	08/2029	17,905	17,540	17,771	0.1	%
Pediatric Associates Holding Company, LLC(7)(22)	First lien senior secured loan	SR +	3.25%	12/2028	32,310	31,306	31,373	0.2	%
Pediatric Associates Holding Company, LLC(7)	First lien senior secured loan	SR +	4.50%	12/2028	27,486	26,519	27,486	0.2	%
PetVet Care Centers, LLC(6)	First lien senior secured loan	SR +	6.00%	11/2030	241,143	238,947	236,320	1.8	%
PetVet Care Centers, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	6.00%	11/2025	—	(138)	(317)	0.0	%
PetVet Care Centers, LLC(17)(18)	First lien senior secured revolving loan	SR +	6.00%	11/2029	—	(299)	(665)	0.0	%
Phantom Purchaser, Inc.(7)	First lien senior secured loan	SR +	5.00%	09/2031	89,419	88,528	88,525	0.7	%
Phantom Purchaser, Inc.(17)(18)	First lien senior secured revolving loan	SR +	5.00%	09/2031	—	(114)	(114)	0.0	%
Phoenix Newco, Inc. (dba Parexel)(6)(22)	First lien senior secured loan	SR +	3.00%	11/2028	66,446	66,446	66,432	0.5	%
Physician Partners, LLC(8)	First lien senior secured loan	SR +	5.50%	12/2028	124,063	118,386	93,357	0.7	%
Physician Partners, LLC(8)	First lien senior secured loan	SR +	4.00%	12/2028	27,104	26,361	19,311	0.1	%
Plasma Buyer LLC (dba PathGroup)(7)	First lien senior secured loan	SR +	5.75%	05/2029	107,929	106,348	106,580	0.8	%
Plasma Buyer LLC (dba PathGroup)(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	6.25%	09/2025	2,439	2,389	2,405	0.0	%
Plasma Buyer LLC (dba PathGroup)(7)(17)	First lien senior secured revolving loan	SR +	5.75%	05/2028	6,853	6,705	6,700	0.1	%
PPV Intermediate Holdings, LLC(7)	First lien senior secured loan	SR +	5.75%	08/2029	162,988	160,473	162,988	1.2	%
PPV Intermediate Holdings, LLC(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	6.00%	09/2025	6,285	6,214	6,285	0.0	%
PPV Intermediate Holdings, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.75%	08/2029	—	(166)	—	0.0	%
Premise Health Holding Corp.(8)	First lien senior secured loan	SR +	5.50%	03/2031	70,306	69,314	69,779	0.5	%
Premise Health Holding Corp.(17)(18)	First lien senior secured revolving loan	SR +	5.50%	02/2030	—	(111)	(61)	0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Quva Pharma, Inc.(7)	First lien senior secured loan	SR +	5.50%	04/2028	5,920		5,814		5,906		0.0	%
Quva Pharma, Inc.(7)(17)	First lien senior secured revolving loan	SR +	5.50%	04/2026	236		232		235		0.0	%
Soliant Lower Intermediate, LLC (dba Soliant)(6)(22)	First lien senior secured loan	SR +	3.75%	07/2031	70,000		67,127		70,000		0.5	%
Soliant Lower Intermediate, LLC (dba Soliant)(6)(17)	First lien senior secured revolving loan	SR +	3.75%	06/2031	1,167		830		1,167		0.0	%
Surgery Center Holdings, Inc.(6)(22)(23)	First lien senior secured loan	SR +	2.75%	12/2030	1,990		1,990		1,990		0.0	%
TC Holdings, LLC (dba TrialCard)(7)	First lien senior secured loan	SR +	5.00%	04/2027	210,214		209,329		209,733		1.6	%
TC Holdings, LLC (dba TrialCard)(17)(18)	First lien senior secured revolving loan	SR +	5.00%	04/2027	—		(71)		—		0.0	%
Tivity Health, Inc.(6)	First lien senior secured loan	SR +	5.00%	06/2029	75,206		75,207		75,206		0.6	%
Unified Women's Healthcare, LP(6)	First lien senior secured loan	SR +	5.25%	06/2029	82,245		81,789		82,245		0.6	%
Unified Women's Healthcare, LP(6)	First lien senior secured loan	SR +	5.50%	06/2029	68,545		68,078		68,545		0.5	%
Unified Women's Healthcare, LP(6)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	03/2026	25,274		24,939		25,274		0.2	%
Unified Women's Healthcare, LP(17)(18)	First lien senior secured revolving loan	SR +	5.25%	06/2029	—		(41)		—		0.0	%
Vermont Aus Pty Ltd(13)(23)	First lien senior secured AUD term loan	BB +	5.75%	03/2028	A$	77,179	52,280		53,275		0.4	%
WCG Intermediate Corp. (f/k/a Da Vinci Purchaser Corp.) (dba WCG)(6)(21)(22)	First lien senior secured loan	SR +	3.50%	01/2027	2,238		2,238		2,237		0.0	%
XRL 1 LLC (dba XOMA)(16)	First lien senior secured loan		9.88%	12/2038	55,394		54,415		54,563		0.4	%
XRL 1 LLC (dba XOMA)(17)(18)(19)	First lien senior secured delayed draw term loan		9.88%	12/2025	—		(64)		(68)		0.0	%
							3,054,742		3,035,511		22.6	%
Healthcare technology
Athenahealth Group Inc.(6)(22)	First lien senior secured loan	SR +	3.25%	02/2029	46,126		$	45,821	$	45,789	0.3	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(7)	First lien senior secured loan	SR +	5.75%	08/2028	52,817		52,286		52,157		0.4	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	4,603		4,348		4,490		0.0	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(6)	First lien senior secured delayed draw term loan	SR +	5.75%	08/2028	6,391		6,314		6,311		0.0	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(17)	First lien senior secured revolving loan	SR +	5.75%	08/2026	2,483		2,455		2,425		0.0	%
Bracket Intermediate Holding Corp.(7)(22)	First lien senior secured loan	SR +	5.00%	05/2028	49,375		48,238		49,553		0.4	%
Color Intermediate, LLC (dba ClaimsXten)(7)	First lien senior secured loan	SR +	4.75%	10/2029	9,096		9,096		9,096		0.1	%
Cotiviti, Inc.(6)	First lien senior secured loan	SR +	3.25%	05/2031	79,550		79,180		79,550		0.6	%
CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)(6)	First lien senior secured loan	SR +	5.00%	08/2031	350,839		348,840		348,822		2.6	%
CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	08/2026	—		—		—		0.0	%
CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)(17)(18)	First lien senior secured revolving loan	SR +	5.00%	08/2031	—		(171)		(173)		0.0	%
Ensemble RCM, LLC(7)(22)	First lien senior secured loan	SR +	3.00%	08/2029	12,450		12,366		12,460		0.1	%
GHX Ultimate Parent Corporation (dba Global Healthcare Exchange)(7)(22)	First lien senior secured loan	SR +	4.00%	06/2027	16,066		16,049		16,106		0.1	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

GI Ranger Intermediate, LLC (dba Rectangle Health)(7)	First lien senior secured loan	SR +	6.00%	10/2028	24,644		24,323		24,213		0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(17)(18)	First lien senior secured revolving loan	SR +	6.00%	10/2027	—		(17)		(29)		0.0	%
Iconic IMO Merger Sub, Inc.(9)	First lien senior secured loan	SR +	5.50%	05/2029	20,429		20,130		20,378		0.2	%
Iconic IMO Merger Sub, Inc.(8)	First lien senior secured loan	SR +	5.50%	05/2029	2,611		2,572		2,604		0.0	%
Iconic IMO Merger Sub, Inc.(17)(18)	First lien senior secured revolving loan	SR +	5.50%	05/2028	—		(30)		(6)		0.0	%
Imprivata, Inc.(7)(22)	First lien senior secured loan	SR +	3.50%	12/2027	10,371		10,371		10,398		0.1	%
Indikami Bidco, LLC (dba IntegriChain)(6)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	12/2030	47,555		46,571		46,842		0.4	%
Indikami Bidco, LLC (dba IntegriChain)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2025	—		(47)		—		0.0	%
Indikami Bidco, LLC (dba IntegriChain)(6)(17)	First lien senior secured revolving loan	SR +	6.00%	06/2030	1,689		1,596		1,619		0.0	%
Inovalon Holdings, Inc.(7)	First lien senior secured loan	SR +	6.25% (2.75% PIK)	11/2028	85,381		84,064		84,314		0.6	%
Inovalon Holdings, Inc.(6)	First lien senior secured delayed draw term loan	SR +	6.25% (2.75% PIK)	11/2028	6,515		6,403		6,433		0.0	%
Inovalon Holdings, Inc.(7)	Second lien senior secured loan	SR +	10.50% PIK	11/2033	55,553		54,882		54,997		0.4	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(7)(23)	First lien senior secured loan	SR +	6.50%	08/2026	29,549		29,381		28,811		0.2	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(7)(23)	First lien senior secured revolving loan	SR +	6.50%	08/2026	2,049		2,041		1,998		0.0	%
Interoperability Bidco, Inc. (dba Lyniate)(6)	First lien senior secured loan	SR +	6.25%	03/2028	77,548		77,300		76,384		0.6	%
Interoperability Bidco, Inc. (dba Lyniate)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	6.25%	06/2026	—		—		(76)		0.0	%
Interoperability Bidco, Inc. (dba Lyniate)(7)(17)	First lien senior secured revolving loan	SR +	6.25%	03/2028	1,878		1,871		1,787		0.0	%
PointClickCare Technologies, Inc.(7)(23)	First lien senior secured loan	SR +	3.00%	12/2027	19,502		19,502		19,502		0.1	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(6)(22)	First lien senior secured loan	SR +	3.25%	03/2028	19,636		19,274		19,593		0.1	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(6)(22)	First lien senior secured loan	SR +	3.50%	03/2028	74,625		74,270		74,573		0.6	%
RL Datix Holdings (USA), Inc.(14)	First lien senior secured GBP term loan	SA +	5.50%	04/2031	£	30,607	37,865		40,645		0.3	%
RL Datix Holdings (USA), Inc.(7)	First lien senior secured loan	SR +	5.50%	04/2031	66,094		65,463		65,433		0.5	%
RL Datix Holdings (USA), Inc.(17)(19)	First lien senior secured delayed draw term loan	SR +	5.50%	04/2027	—		—		—		0.0	%
RL Datix Holdings (USA), Inc.(17)(18)	First lien senior secured revolving loan	SR +	5.50%	10/2030	—		(122)		(131)		0.0	%
Salinger Bidco Inc. (dba Surgical Information Systems)(7)	First lien senior secured loan	SR +	5.75%	08/2031	49,766		49,031		49,019		0.4	%
Salinger Bidco Inc. (dba Surgical Information Systems)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.75%	08/2026	—		(35)		(36)		0.0	%
Salinger Bidco Inc. (dba Surgical Information Systems)(17)(18)	First lien senior secured revolving loan	SR +	5.75%	05/2031	—		(84)		(86)		0.0	%
Zelis Cost Management Buyer, Inc.(6)(22)	First lien senior secured loan	SR +	2.75%	09/2029	4,975		4,953		4,970		0.0	%
							1,256,350		1,260,735		9.2	%
Household products
Aptive Environmental, LLC(16)	First lien senior secured loan		12.00% (6.00% PIK)	01/2026	9,515		$	8,859	$	9,801	0.1	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Home Service TopCo IV, Inc.(7)	First lien senior secured loan	SR +	6.00%	12/2027	36,014	35,740		36,014		0.3	%
Home Service TopCo IV, Inc.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2024	—	(30)		—		0.0	%
Home Service TopCo IV, Inc.(17)(18)	First lien senior secured revolving loan	SR +	6.00%	12/2027	—	(24)		—		0.0	%
Mario Purchaser, LLC (dba Len the Plumber)(6)	First lien senior secured loan	SR +	5.75%	04/2029	114,276	112,609		114,276		0.9	%
Mario Purchaser, LLC (dba Len the Plumber)(6)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	2,666	2,399		2,666		0.0	%
Mario Purchaser, LLC (dba Len the Plumber)(6)(17)	First lien senior secured revolving loan	SR +	5.75%	04/2028	804	708		804		0.0	%
Mario Midco Holdings, Inc. (dba Len the Plumber)(6)	Unsecured facility	SR +	10.75% PIK	04/2032	31,506	30,939		31,506		0.2	%
SimpliSafe Holding Corporation(6)	First lien senior secured loan	SR +	6.25%	05/2028	141,472	139,569		141,472		1.0	%
Southern Air & Heat Holdings, LLC(7)	First lien senior secured loan	SR +	4.75%	10/2027	2,166	2,149		2,166		0.0	%
Southern Air & Heat Holdings, LLC(8)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.18%	07/2025	10,552	9,652		10,552		0.1	%
Southern Air & Heat Holdings, LLC(7)(17)	First lien senior secured revolving loan	SR +	4.75%	10/2027	62	60		62		0.0	%
Walker Edison Furniture Company LLC(7)(26)(32)	First lien senior secured loan	SR +	6.75% PIK	03/2027	3,558	2,788		1,370		0.0	%
Walker Edison Furniture Company LLC(7)(17)(19)(26)(32)	First lien senior secured delayed draw term loan	SR +	6.75% PIK	03/2027	794	767		265		0.0	%
Walker Edison Furniture Company LLC(7)(26)(32)	First lien senior secured revolving loan	SR +	6.75% PIK	03/2027	1,333	1,333		917		0.0	%
						347,518		351,871		2.6	%
Human resource support services
AQ Carver Buyer, Inc. (dba CoAdvantage)(7)	First lien senior secured loan	SR +	5.50%	08/2029	22,275	$	21,879	$	22,275	0.2	%
Cast & Crew Payroll, LLC(6)(22)	First lien senior secured loan	SR +	3.75%	12/2028	24,872	24,760		24,904		0.2	%
Cornerstone OnDemand, Inc.(6)(21)(22)	First lien senior secured loan	SR +	3.75%	10/2028	19,500	19,438		18,215		0.1	%
Cornerstone OnDemand, Inc.(6)	Second lien senior secured loan	SR +	6.50%	10/2029	44,583	44,106		40,459		0.3	%
IG Investments Holdings, LLC (dba Insight Global)(7)	First lien senior secured loan	SR +	6.00%	09/2028	47,717	47,117		47,597		0.3	%
IG Investments Holdings, LLC (dba Insight Global)(17)(18)	First lien senior secured revolving loan	SR +	6.00%	09/2027	—	(57)		(12)		0.0	%
iSolved, Inc.(6)(22)	First lien senior secured loan	SR +	3.50%	10/2030	29,856	29,856		29,922		0.2	%
UKG Inc. (dba Ultimate Software)(7)(22)	First lien senior secured loan	SR +	3.25%	02/2031	40,523	40,480		40,523		0.3	%
						227,579		223,883		1.6	%
Infrastructure and environmental services
ASP ACUREN HOLDINGS, INC.(6)(22)	First lien senior secured loan	SR +	3.50%	07/2031	2,000	$	2,000	$	2,007	0.0	%
AWP Group Holdings, Inc.(6)	First lien senior secured loan	SR +	4.75%	12/2030	38,395	38,396		38,011		0.3	%
AWP Group Holdings, Inc.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	4.75%	08/2026	—	—		(19)		0.0	%
AWP Group Holdings, Inc.(17)(18)	First lien senior secured revolving loan	SR +	4.75%	12/2030	—	—		(58)		0.0	%
Azuria Water Solutions, Inc. (f/k/a Aegion Corporation)(6)(21)(22)	First lien senior secured loan	SR +	3.75%	05/2028	36,941	36,941		37,011		0.3	%
FR Vision Holdings, Inc. (dba CHA Consulting)(7)	First lien senior secured loan	SR +	5.50%	01/2031	45,558	45,135		45,558		0.3	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

FR Vision Holdings, Inc. (dba CHA Consulting)(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.50%	01/2026	3,836	3,734		3,836		0.0	%
FR Vision Holdings, Inc. (dba CHA Consulting)(17)(18)	First lien senior secured revolving loan	SR +	5.50%	01/2030	—	(33)		—		0.0	%
Geosyntec Consultants, Inc.(6)	First lien senior secured loan	SR +	3.75%	07/2031	20,000	19,902		19,900		0.2	%
GI Apple Midco LLC (dba Atlas Technical Consultants)(6)	First lien senior secured loan	SR +	6.75%	04/2030	81,341	80,115		80,527		0.6	%
GI Apple Midco LLC (dba Atlas Technical Consultants)(6)(17)(19)	First lien senior secured delayed draw term loan	SR +	6.75%	04/2025	1,728	1,612		1,711		0.0	%
GI Apple Midco LLC (dba Atlas Technical Consultants)(6)(17)	First lien senior secured revolving loan	SR +	6.75%	04/2029	3,958	3,790		3,847		0.0	%
Gulfside Supply, Inc. (dba Gulfeagle Supply)(7)(22)	First lien senior secured loan	SR +	3.00%	06/2031	7,444	7,427		7,436		0.1	%
KENE Acquisition, Inc. (dba Entrust Solutions Group)(6)	First lien senior secured loan	SR +	5.25%	02/2031	16,844	16,531		16,634		0.1	%
KENE Acquisition, Inc. (dba Entrust Solutions Group)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	02/2026	—	(68)		(19)		0.0	%
KENE Acquisition, Inc. (dba Entrust Solutions Group)(17)(18)	First lien senior secured revolving loan	SR +	5.25%	02/2031	—	(41)		(28)		0.0	%
Osmose Utilities Services, Inc.(6)(22)	First lien senior secured loan	SR +	3.25%	06/2028	11,399	11,336		11,285		0.1	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(7)	First lien senior secured loan	SR +	5.75%	03/2028	38,544	38,024		38,254		0.2	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(17)(18)	First lien senior secured revolving loan	SR +	5.75%	03/2028	—	(61)		(40)		0.0	%
USIC Holdings, Inc.(6)	First lien senior secured loan	SR +	5.50%	09/2031	37,935	37,558		37,556		0.3	%
USIC Holdings, Inc.(6)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.50%	09/2026	58	58		58		0.0	%
USIC Holdings, Inc.(6)(17)	First lien senior secured revolving loan	SR +	5.25%	09/2031	2,345	2,297		2,297		0.0	%
Vessco Midco Holdings, LLC(8)	First lien senior secured loan	SR +	5.25%	07/2031	71,654	70,951		70,937		0.5	%
Vessco Midco Holdings, LLC(8)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	07/2026	3,503	3,385		3,366		0.0	%
Vessco Midco Holdings, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.25%	07/2031	—	(77)		(80)		0.0	%
						418,912		419,987		3.0	%
Insurance
Acrisure, LLC(6)(22)(23)	First lien senior secured loan	SR +	3.25%	11/2030	95,186	$	95,186	$	94,177	0.7	%
Acrisure, LLC(16)(22)(23)	Unsecured notes		8.50%	06/2029	18,375	18,375		19,213		0.1	%
Alera Group, Inc.(6)	First lien senior secured loan	SR +	5.25%	10/2028	147,339	147,339		147,339		1.1	%
Alera Group, Inc.(6)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.75%	11/2025	13,933	13,679		13,933		0.1	%
AmeriLife Holdings LLC(7)	First lien senior secured loan	SR +	5.00%	08/2029	186,814	183,879		186,814		1.4	%
AmeriLife Holdings LLC(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	06/2026	10,251	10,149		10,251		0.1	%
AmeriLife Holdings LLC(17)(18)	First lien senior secured revolving loan	SR +	5.00%	08/2028	—	(212)		—		0.0	%
Ardonagh Midco 3 PLC(8)(22)(23)	First lien senior secured loan	SR +	3.75%	02/2031	55,000	54,733		55,033		0.4	%
AssuredPartners, Inc.(6)(22)	First lien senior secured loan	SR +	3.50%	02/2031	60,003	59,902		59,931		0.5	%
Asurion, LLC(6)(22)	Second lien senior secured loan	SR +	5.25%	01/2029	154,017	149,209		142,035		1.1	%
Asurion, LLC(6)(22)	Second lien senior secured loan	SR +	5.25%	01/2028	42,700	40,339		39,916		0.3	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)	Fair Value	Percentage of Net Assets

Brightway Holdings, LLC(6)	First lien senior secured loan	SR +	6.50%	12/2027	19,536	19,386	19,292	0.1	%
Brightway Holdings, LLC(17)(18)	First lien senior secured revolving loan	SR +	6.50%	12/2027	—	(14)	(26)	0.0	%
Broadstreet Partners, Inc.(6)(22)	First lien senior secured loan	SR +	3.25%	06/2031	18,635	18,612	18,553	0.1	%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(7)	First lien senior secured loan	SR +	7.50%	03/2029	909	891	905	0.0	%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(17)(18)	First lien senior secured revolving loan	SR +	7.50%	03/2029	—	(2)	—	0.0	%
Evolution BuyerCo, Inc. (dba SIAA)(7)	First lien senior secured loan	SR +	6.25%	04/2028	25,872	25,684	25,872	0.2	%
Evolution BuyerCo, Inc. (dba SIAA)(7)	First lien senior secured delayed draw term loan	SR +	6.75%	04/2028	1,574	1,574	1,574	0.0	%
Evolution BuyerCo, Inc. (dba SIAA)(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2025	729	703	727	0.0	%
Evolution BuyerCo, Inc. (dba SIAA)(17)(18)	First lien senior secured revolving loan	SR +	6.25%	04/2027	—	(4)	—	0.0	%
Galway Borrower LLC(17)(19)	First lien senior secured delayed draw term loan	SR +	4.50%	07/2026	—	—	—	0.0	%
Galway Borrower LLC(7)(17)	First lien senior secured revolving loan	SR +	4.50%	09/2028	1,644	1,590	1,644	0.0	%
Hub International(7)(22)	First lien senior secured loan	SR +	3.00%	06/2030	12,413	12,413	12,393	0.1	%
Hyperion Refinance S.à r.l (dba Howden Group)(6)(22)(23)	First lien senior secured loan	SR +	3.50%	02/2031	135,295	134,634	135,309	1.0	%
IMA Financial Group, Inc.(6)(22)	First lien senior secured loan	SR +	3.25%	11/2028	79,240	79,240	79,090	0.6	%
Integrated Specialty Coverages, LLC(8)	First lien senior secured loan	SR +	6.00%	07/2030	65,595	64,682	65,595	0.5	%
Integrated Specialty Coverages, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	6.00%	01/2025	—	(9)	—	0.0	%
Integrated Specialty Coverages, LLC(17)(18)	First lien senior secured revolving loan	SR +	6.00%	07/2029	—	(72)	—	0.0	%
Integrity Marketing Acquisition, LLC(7)	First lien senior secured loan	SR +	5.00%	08/2028	349,343	347,575	347,539	2.6	%
Integrity Marketing Acquisition, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	08/2026	—	(153)	(157)	0.0	%
Integrity Marketing Acquisition, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.00%	08/2028	—	(49)	(50)	0.0	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(6)	First lien senior secured loan	SR +	10.50% PIK	07/2030	15,928	15,794	15,928	0.1	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(15)	First lien senior secured loan	P +	4.25%	12/2028	34,615	34,227	28,471	0.2	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(15)	First lien senior secured revolving loan	P +	4.25%	12/2027	3,415	3,387	2,809	0.0	%
Mitchell International, Inc.(6)(22)	First lien senior secured loan	SR +	3.25%	06/2031	102,163	101,670	100,570	0.8	%
Mitchell International, Inc.(6)(22)	Second lien senior secured loan	SR +	5.25%	06/2032	32,700	32,541	32,102	0.2	%
PCF Midco II, LLC (dba PCF Insurance Services)(16)	First lien senior secured loan		9.00% PIK	10/2031	57,683	54,292	54,943	0.4	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(7)(21)	First lien senior secured loan	SR +	5.50%	11/2028	27,230	27,230	27,230	0.2	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(8)	First lien senior secured loan	SR +	5.50%	11/2028	28,037	28,037	28,037	0.2	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(6)(21)	First lien senior secured delayed draw term loan	SR +	5.50%	11/2028	68,141	68,141	68,141	0.5	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(6)	First lien senior secured loan	SR +	5.50%	11/2028	48,777	48,777	48,777	0.4	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(7)	First lien senior secured delayed draw term loan	SR +	5.50%	11/2028	11,294	11,294		11,294		0.1	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(17)(18)	First lien senior secured revolving loan	SR +	6.00%	11/2027	—	(13)		—		0.0	%
Summit Acquisition Inc. (dba K2 Insurance Services)(7)	First lien senior secured loan	SR +	6.50%	05/2030	50,094	48,804		51,096		0.4	%
Summit Acquisition Inc. (dba K2 Insurance Services)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	6.50%	11/2024	—	(147)		—		0.0	%
Summit Acquisition Inc. (dba K2 Insurance Services)(17)(18)	First lien senior secured revolving loan	SR +	6.50%	05/2029	—	(140)		—		0.0	%
Tempo Buyer Corp. (dba Global Claims Services)(7)	First lien senior secured loan	SR +	4.75%	08/2028	35,519	35,070		35,519		0.3	%
Tempo Buyer Corp. (dba Global Claims Services)(15)(17)	First lien senior secured revolving loan	P +	3.75%	08/2027	516	466		516		0.0	%
Truist Insurance Holdings, LLC(7)(22)	First lien senior secured loan	SR +	3.25%	05/2031	50,000	49,349		49,875		0.4	%
Truist Insurance Holdings, LLC(7)(17)(22)	First lien senior secured revolving loan	SR +	3.25%	05/2029	299	299		281		0.0	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(6)	First lien senior secured loan	SR +	5.00%	12/2029	37,334	37,150		37,241		0.3	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	08/2026	—	(69)		—		0.0	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(17)(18)	First lien senior secured revolving loan	SR +	5.00%	12/2029	—	(35)		(12)		0.0	%
						2,075,383		2,069,720		15.5	%
Internet software and services
Activate Holdings (US) Corp. (dba Absolute Software)(7)(23)	First lien senior secured loan	SR +	5.25%	07/2030	5,725	$	5,703	$	5,717	0.0	%
Activate Holdings (US) Corp. (dba Absolute Software)(17)(18)(23)	First lien senior secured revolving loan	SR +	5.25%	07/2029	—	(1)		(1)		0.0	%
AI Titan Parent, Inc. (dba Prometheus Group)(7)	First lien senior secured loan	SR +	4.75%	08/2031	33,962	33,626		33,623		0.3	%
AI Titan Parent, Inc. (dba Prometheus Group)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	4.75%	09/2026	—	(34)		(34)		0.0	%
AI Titan Parent, Inc. (dba Prometheus Group)(17)(18)	First lien senior secured revolving loan	SR +	4.75%	08/2031	—	(42)		(42)		0.0	%
AlphaSense, Inc.(6)	First lien senior secured loan	SR +	6.25%	06/2029	3,533	3,499		3,498		0.0	%
AlphaSense, Inc.(17)(19)	First lien senior secured delayed draw term loan	SR +	6.25%	06/2029	—	—		—		0.0	%
AlphaSense, Inc.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	6.25%	12/2025	—	(7)		(7)		0.0	%
Anaplan, Inc.(7)	First lien senior secured loan	SR +	5.25%	06/2029	231,397	231,334		231,397		1.8	%
Anaplan, Inc.(17)	First lien senior secured revolving loan	SR +	5.25%	06/2028	—	—		—		0.0	%
Appfire Technologies, LLC(7)	First lien senior secured loan	SR +	4.75%	03/2028	8,159	8,159		8,159		0.1	%
Appfire Technologies, LLC(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	4.75%	03/2025	3,531	3,434		3,531		0.0	%
Appfire Technologies, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	4.75%	06/2026	—	(12)		—		0.0	%
Appfire Technologies, LLC(17)	First lien senior secured revolving loan	SR +	4.75%	03/2028	—	—		—		0.0	%
Aptean Acquiror, Inc. (dba Aptean)(6)	First lien senior secured loan	SR +	5.25%	01/2031	82,392	81,638		81,980		0.6	%
Aptean Acquiror, Inc. (dba Aptean)(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	01/2026	203	144		202		0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(25)	Fair Value	Percentage of Net Assets

Aptean Acquiror, Inc. (dba Aptean)(17)(18)	First lien senior secured revolving loan	SR +	5.25%	01/2031	—		(66)	(36)	0.0	%
Armstrong Bidco Limited(14)(23)	First lien senior secured GBP term loan	SA +	5.25%	06/2029	£	40,433	48,830	53,964	0.4	%
Artifact Bidco, Inc. (dba Avetta)(7)	First lien senior secured loan	SR +	4.50%	07/2031	15,498		15,423	15,420	0.1	%
Artifact Bidco, Inc. (dba Avetta)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	4.50%	07/2027	—		(9)	(9)	0.0	%
Artifact Bidco, Inc. (dba Avetta)(17)(18)	First lien senior secured revolving loan	SR +	4.50%	07/2030	—		(4)	(4)	0.0	%
Artifact Bidco, Inc. (dba Avetta)(17)(18)	First lien senior secured revolving loan	SR +	4.50%	07/2030	—		(9)	(10)	0.0	%
Avalara, Inc.(7)	First lien senior secured loan	SR +	6.25%	10/2028	70,455		69,665	70,455	0.5	%
Avalara, Inc.(17)(18)	First lien senior secured revolving loan	SR +	6.25%	10/2028	—		(71)	—	0.0	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(6)	First lien senior secured loan	SR +	6.50%	03/2031	5,486		5,408	5,418	0.0	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(6)(17)(19)	First lien senior secured delayed draw term loan	SR +	6.50%	03/2026	7,980		7,837	7,858	0.1	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(17)(18)	First lien senior secured revolving loan	SR +	6.50%	03/2031	—		(28)	(25)	0.0	%
Barracuda Networks, Inc.(8)(22)	First lien senior secured loan	SR +	4.50%	08/2029	22,014		21,505	21,365	0.2	%
Barracuda Networks, Inc.(8)(22)	Second lien senior secured loan	SR +	7.00%	08/2030	93,250		90,961	83,319	0.6	%
Bayshore Intermediate #2, L.P. (dba Boomi)(7)	First lien senior secured loan	SR +	7.75% PIK	10/2028	26,341		26,056	26,341	0.2	%
Bayshore Intermediate #2, L.P. (dba Boomi)(17)(18)	First lien senior secured revolving loan	SR +	6.75%	10/2027	—		(18)	—	0.0	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(7)	First lien senior secured loan	SR +	7.50% PIK	12/2026	1,182		1,177	1,182	0.0	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(17)(18)	First lien senior secured revolving loan	SR +	7.50%	12/2026	—		(1)	—	0.0	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(7)	First lien senior secured loan	SR +	5.50%	08/2027	9,942		9,815	9,669	0.1	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(7)(17)	First lien senior secured revolving loan	SR +	5.50%	08/2027	303		293	279	0.0	%
Central Parent Inc. (dba CDK Global Inc.)(7)(22)	First lien senior secured loan	SR +	3.25%	07/2029	9,330		9,330	9,224	0.1	%
CivicPlus, LLC(7)	First lien senior secured loan	SR +	5.75% (2.50% PIK)	08/2027	28,605		28,446	28,605	0.2	%
CivicPlus, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.75%	08/2027	—		(12)	—	0.0	%
Cloud Software Group, Inc.(7)(22)	First lien senior secured loan	SR +	4.50%	03/2031	25,000		24,823	25,053	0.2	%
Cloud Software Group, Inc.(7)(22)	First lien senior secured loan	SR +	4.00%	03/2029	74,435		74,435	74,070	0.6	%
Coupa Holdings, LLC(7)	First lien senior secured loan	SR +	5.50%	02/2030	24,283		24,283	24,283	0.2	%
Coupa Holdings, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.50%	08/2025	—		(21)	—	0.0	%
Coupa Holdings, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.50%	02/2029	—		(31)	—	0.0	%
CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(7)	Unsecured notes	SR +	11.75% PIK	06/2034	18,538		18,208	18,538	0.1	%
Crewline Buyer, Inc. (dba New Relic)(7)	First lien senior secured loan	SR +	6.75%	11/2030	165,368		163,106	164,955	1.2	%
Crewline Buyer, Inc. (dba New Relic)(17)(18)	First lien senior secured revolving loan	SR +	6.75%	11/2030	—		(225)	(43)	0.0	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(8)(22)	First lien senior secured loan	SR +	3.50%	11/2029	28,897		28,825	28,825	0.2	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(8)(22)	Second lien senior secured loan	SR +	5.25%	11/2030	33,000		32,836	33,139	0.3	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(25)	Fair Value	Percentage of Net Assets

Diamond Insure Bidco (dba Acturis)(12)(23)	First lien senior secured EUR term loan	E +	4.25%	07/2031	€	3,124	3,287	3,416	0.0	%
Diamond Insure Bidco (dba Acturis)(14)(23)	First lien senior secured GBP term loan	SA +	4.50%	07/2031	£	10,210	12,658	13,421	0.1	%
E2open, LLC(6)(22)	First lien senior secured loan	SR +	3.50%	02/2028	5,147		5,141	5,157	0.0	%
EET Buyer, Inc. (dba e-Emphasys)(7)	First lien senior secured loan	SR +	5.00%	11/2027	40,273		39,880	40,273	0.3	%
EET Buyer, Inc. (dba e-Emphasys)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	04/2026	—		(9)	—	0.0	%
EET Buyer, Inc. (dba e-Emphasys)(17)(18)	First lien senior secured revolving loan	SR +	5.00%	11/2027	—		(25)	—	0.0	%
Entrata, Inc.(6)	First lien senior secured loan	SR +	5.75%	07/2030	4,454		4,395	4,454	0.0	%
Entrata, Inc.(17)(18)	First lien senior secured revolving loan	SR +	6.00%	07/2028	—		(6)	—	0.0	%
Forescout Technologies, Inc.(17)(18)	First lien senior secured revolving loan	SR +	5.00%	05/2030	—		(3)	(3)	0.0	%
Forescout Technologies, Inc.(7)	First lien senior secured loan	SR +	5.00%	05/2031	9,260		9,215	9,213	0.1	%
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(6)(22)	First lien senior secured loan	SR +	4.00%	11/2026	63,373		63,088	60,337	0.5	%
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(6)	Second lien senior secured loan	SR +	6.75%	11/2027	25,000		24,754	22,438	0.2	%
Granicus, Inc.(7)	First lien senior secured loan	SR +	5.75% (2.25% PIK)	01/2031	33,019		32,717	33,019	0.2	%
Granicus, Inc.(6)	First lien senior secured delayed draw term loan	SR +	5.25% (2.25% PIK)	01/2031	4,898		4,852	4,849	0.0	%
Granicus, Inc.(17)(18)	First lien senior secured revolving loan	SR +	5.25%	01/2031	—		(42)	—	0.0	%
GS Acquisitionco, Inc. (dba insightsoftware)(7)	First lien senior secured loan	SR +	5.25%	05/2028	9,493		9,473	9,422	0.1	%
GS Acquisitionco, Inc. (dba insightsoftware)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	03/2026	—		(1)	(2)	0.0	%
GS Acquisitionco, Inc. (dba insightsoftware)(7)(17)	First lien senior secured revolving loan	SR +	5.25%	05/2028	32		31	30	0.0	%
Hyland Software, Inc.(6)	First lien senior secured loan	SR +	6.00%	09/2030	146,131		144,169	145,400	1.1	%
Hyland Software, Inc.(17)(18)	First lien senior secured revolving loan	SR +	6.00%	09/2029	—		(87)	(35)	0.0	%
Icefall Parent, Inc. (dba EngageSmart)(6)	First lien senior secured loan	SR +	6.50%	01/2030	28,869		28,341	28,724	0.2	%
Icefall Parent, Inc. (dba EngageSmart)(17)(18)	First lien senior secured revolving loan	SR +	6.50%	01/2030	—		(49)	(14)	0.0	%
Ivanti Software, Inc.(7)(22)	First lien senior secured loan	SR +	4.25%	12/2027	12,868		12,077	10,891	0.1	%
Ivanti Software, Inc.(7)	Second lien senior secured loan	SR +	7.25%	12/2028	19,000		18,935	11,875	0.1	%
JS Parent, Inc. (dba Jama Software)(7)	First lien senior secured loan	SR +	5.00%	04/2031	912		907	907	0.0	%
JS Parent, Inc. (dba Jama Software)(17)	First lien senior secured revolving loan	SR +	5.00%	04/2031	—		—	—	0.0	%
Litera Bidco LLC(6)	First lien senior secured loan	SR +	5.00%	05/2028	34,255		34,097	34,084	0.3	%
Litera Bidco LLC(6)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	11/2026	4,496		4,464	4,461	0.0	%
Litera Bidco LLC(17)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	05/2027	—		—	—	0.0	%
Litera Bidco LLC(17)(18)	First lien senior secured revolving loan	SR +	5.00%	05/2028	—		(10)	(11)	0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(25)	Fair Value	Percentage of Net Assets

Magnet Forensics, LLC (f/k/a Grayshift, LLC)(6)(23)	First lien senior secured loan	SR +	5.25%	07/2028	168,529		168,334	168,529	1.3	%
Magnet Forensics, LLC (f/k/a Grayshift, LLC)(17)(18)(23)	First lien senior secured revolving loan	SR +	5.25%	07/2028	—		(15)	—	0.0	%
MessageBird BidCo B.V.(6)(23)	First lien senior secured loan	SR +	6.75%	05/2027	1,250		1,236	1,250	0.0	%
Ministry Brands Holdings, LLC(6)	First lien senior secured loan	SR +	5.50%	12/2028	53,073		52,368	52,542	0.4	%
Ministry Brands Holdings, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.50%	12/2027	—		(51)	(47)	0.0	%
Mitnick Corporate Purchaser, Inc.(17)(18)(21)	First lien senior secured revolving loan	SR +	3.00%	05/2027	—		6	(328)	0.0	%
Oranje Holdco, Inc. (dba KnowBe4)(7)	First lien senior secured loan	SR +	7.25%	02/2029	34,017		33,701	33,677	0.3	%
Oranje Holdco, Inc. (dba KnowBe4)(7)	First lien senior secured loan	SR +	7.50%	02/2029	81,182		80,219	81,182	0.6	%
Oranje Holdco, Inc. (dba KnowBe4)(17)(18)	First lien senior secured revolving loan	SR +	7.50%	02/2029	—		(110)	—	0.0	%
PDI TA Holdings, Inc.(7)	First lien senior secured loan	SR +	5.25%	02/2031	64,367		63,506	63,724	0.5	%
PDI TA Holdings, Inc.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	02/2026	—		(168)	(75)	0.0	%
PDI TA Holdings, Inc.(17)(18)	First lien senior secured revolving loan	SR +	5.25%	02/2031	—		(89)	(66)	0.0	%
Perforce Software, Inc.(6)	First lien senior secured loan	SR +	4.50%	07/2026	14,663		14,491	14,663	0.1	%
Perforce Software, Inc.(6)(22)	First lien senior secured loan	SR +	4.75%	03/2031	4,988		4,964	4,969	0.0	%
Project Alpha Intermediate Holding, Inc. (dba Qlik)(7)(22)	First lien senior secured loan	SR +	3.75%	10/2030	49,750		49,750	49,830	0.4	%
Proofpoint, Inc.(6)(22)	First lien senior secured loan	SR +	3.00%	08/2028	97,359		97,359	97,290	0.7	%
QAD, Inc.(6)	First lien senior secured loan	SR +	4.75%	11/2027	46,406		46,406	46,406	0.4	%
QAD, Inc.(17)	First lien senior secured revolving loan	SR +	4.75%	11/2027	—		—	—	0.0	%
SailPoint Technologies Holdings, Inc.(7)	First lien senior secured loan	SR +	6.00%	08/2029	59,880		58,907	59,730	0.5	%
SailPoint Technologies Holdings, Inc.(17)(18)	First lien senior secured revolving loan	SR +	6.00%	08/2028	—		(74)	(14)	0.0	%
Securonix, Inc.(7)	First lien senior secured loan	SR +	7.00%	04/2028	29,661		29,466	26,102	0.2	%
Securonix, Inc.(7)(17)(18)	First lien senior secured revolving loan	SR +	7.00%	04/2028	120		89	(520)	0.0	%
Sedgwick Claims Management Services, Inc.(7)(22)	First lien senior secured loan	SR +	3.00%	07/2031	24,875		24,817	24,820	0.2	%
Sitecore Holding III A/S(7)	First lien senior secured loan	SR +	7.75% (4.25% PIK)	03/2029	4,141		4,114	4,141	0.0	%
Sitecore Holding III A/S(12)	First lien senior secured EUR term loan	E +	7.75% (4.25% PIK)	03/2029	€	24,236	25,402	27,049	0.2	%
Sitecore USA, Inc.(7)	First lien senior secured loan	SR +	7.75% (4.25% PIK)	03/2029	24,964		24,805	24,964	0.2	%
Sophos Holdings, LLC(6)(22)(23)	First lien senior secured loan	SR +	3.50%	03/2027	19,773		19,739	19,807	0.1	%
Storable, Inc.(6)(22)	First lien senior secured loan	SR +	3.50%	04/2028	64,642		64,215	64,758	0.5	%
The Dun & Bradstreet Corporation(6)(22)(23)	First lien senior secured loan	SR +	2.75%	01/2029	1,990		1,990	1,988	0.0	%
Thunder Purchaser, Inc. (dba Vector Solutions)(7)	First lien senior secured loan	SR +	5.50%	06/2028	12,679		12,603	12,679	0.1	%
Thunder Purchaser, Inc. (dba Vector Solutions)(7)(17)	First lien senior secured revolving loan	SR +	5.50%	06/2027	827		821	827	0.0	%
VIRTUSA CORPORATION(6)(22)	First lien senior secured loan	SR +	3.25%	02/2029	9,701		9,701	9,690	0.1	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

VS Buyer LLC (dba Veeam Software)(6)(22)	First lien senior secured loan	SR +	3.25%	04/2031	4,988	4,976		4,986		0.0	%
When I Work, Inc.(7)	First lien senior secured loan	SR +	7.00% PIK	11/2027	26,493	26,364		25,698		0.2	%
When I Work, Inc.(17)(18)	First lien senior secured revolving loan	SR +	6.00%	11/2027	—	(21)		(125)		0.0	%
Zendesk, Inc.(7)	First lien senior secured loan	SR +	5.00%	11/2028	145,391	143,483		145,391		1.1	%
Zendesk, Inc.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	11/2025	—	(799)		—		0.0	%
Zendesk, Inc.(17)(18)	First lien senior secured revolving loan	SR +	5.00%	11/2028	—	(181)		—		0.0	%
						2,582,781		2,577,681		19.5	%
Leisure and entertainment
Aerosmith Bidco Limited (dba Audiotonix)(8)(23)	First lien senior secured loan	SR +	5.25%	07/2031	341,349	$	337,053	$	336,964	2.5	%
Aerosmith Bidco Limited (dba Audiotonix)(17)(19)(23)	First lien senior secured multi-draw term loan	SR +	5.25%	07/2027	—	—		—		0.0	%
Aerosmith Bidco Limited (dba Audiotonix)(17)(18)(19)(23)	First lien senior secured multi-draw term loan	SR +	5.25%	07/2027	—	(205)		(211)		0.0	%
Aerosmith Bidco Limited (dba Audiotonix)(17)(18)(23)	First lien senior secured multi-currency revolving loan	SR +	5.25%	07/2030	—	(544)		(561)		0.0	%
Cirque du Soleil Canada, Inc.(7)(21)(22)(23)	First lien senior secured loan	SR +	3.75%	03/2030	37,165	37,080		36,619		0.3	%
Pretzel Parent, Inc.(7)	First lien senior secured loan	SR +	4.75%	08/2031	37,500	36,938		36,938		0.3	%
Troon Golf, LLC(7)	First lien senior secured loan	SR +	4.50%	08/2028	356,100	356,100		356,100		2.7	%
Troon Golf, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	4.50%	09/2026	—	(135)		(137)		0.0	%
Troon Golf, LLC(17)	First lien senior secured revolving loan	SR +	4.50%	08/2028	—	—		—		0.0	%
						766,287		765,712		5.8	%
Manufacturing
ACR Group Borrower, LLC(7)	First lien senior secured loan	SR +	4.50%	03/2028	3,991	$	3,958	$	3,901	0.0	%
ACR Group Borrower, LLC(7)	First lien senior secured loan	SR +	6.00%	03/2028	857	849		857		0.0	%
ACR Group Borrower, LLC(7)	First lien senior secured loan	SR +	5.00%	03/2028	1,166	1,155		1,154		0.0	%
ACR Group Borrower, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	05/2025	—	(4)		(4)		0.0	%
ACR Group Borrower, LLC(7)(17)	First lien senior secured revolving loan	SR +	4.50%	03/2026	188	184		168		0.0	%
ALLIANCE LAUNDRY SYSTEMS LLC(6)(22)	First lien senior secured loan	SR +	3.50%	08/2031	15,000	14,926		15,011		0.1	%
Chariot Buyer LLC (dba Chamberlain Group)(6)(22)	First lien senior secured loan	SR +	3.50%	11/2028	14,925	14,826		14,882		0.1	%
CPM Holdings, Inc.(6)(21)(22)	First lien senior secured loan	SR +	4.50%	09/2028	49,625	48,462		46,995		0.4	%
CPM Holdings, Inc.(6)(17)(18)(21)(22)	First lien senior secured revolving loan	SR +	4.50%	06/2028	150	110		(115)		0.0	%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(22)	First lien senior secured loan	SR +	3.75%	05/2028	25,626	25,307		25,690		0.2	%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(21)	Second lien senior secured loan	SR +	6.50%	05/2029	37,181	37,058		37,181		0.3	%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(21)	Second lien senior secured loan	SR +	6.00%	05/2029	19,160	19,125		19,064		0.1	%
Faraday Buyer, LLC (dba MacLean Power Systems)(7)	First lien senior secured loan	SR +	6.00%	10/2028	135,270	132,953		134,255		1.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Faraday Buyer, LLC (dba MacLean Power Systems)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	6.00%	11/2025	—	(117)		—		0.0	%
Filtration Group Corporation(6)(22)	First lien senior secured loan	SR +	3.50%	10/2028	25,451	25,421		25,443		0.2	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)(22)	First lien senior secured loan	SR +	4.00%	12/2027	38,394	38,115		38,226		0.3	%
Helix Acquisition Holdings, Inc. (dba MW Industries)(6)	First lien senior secured loan	SR +	7.00%	03/2030	61,484	59,916		61,023		0.5	%
Ideal Tridon Holdings, Inc.(7)	First lien senior secured loan	SR +	6.75%	04/2028	89,866	87,814		89,416		0.7	%
Ideal Tridon Holdings, Inc.(17)(18)	First lien senior secured revolving loan	SR +	6.75%	04/2028	—	(182)		(43)		0.0	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(7)	First lien senior secured loan	SR +	6.00%	07/2027	19,656	19,552		19,656		0.1	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(7)(21)	First lien senior secured delayed draw term loan	SR +	6.00%	07/2027	40,464	40,237		40,464		0.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(7)	First lien senior secured loan	SR +	6.25%	07/2027	4,620	4,561		4,620		0.0	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(17)(18)	First lien senior secured revolving loan	SR +	6.00%	07/2027	—	(17)		—		0.0	%
Pro Mach Group, Inc.(6)(22)	First lien senior secured loan	SR +	3.50%	08/2028	70,243	70,243		70,433		0.5	%
Sonny's Enterprises, LLC(7)	First lien senior secured loan	SR +	5.25%	08/2028	163,312	161,497		162,903		1.2	%
Sonny's Enterprises, LLC(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	06/2026	3,601	3,420		3,592		0.0	%
Sonny's Enterprises, LLC(17)(18)	First lien senior secured revolving loan	SR +	5.25%	08/2027	—	(252)		(65)		0.0	%
						809,117		814,707		6.0	%
Pharmaceuticals
BridgeBio Pharma, Inc.(7)(23)	First lien senior secured loan	SR +	6.50%	01/2029	135,000	$	134,820	$	134,663	1.0	%
TG Therapeutics, Inc.(7)(23)	First lien senior secured loan	SR +	5.50%	08/2029	56,250	55,839		55,828		0.4	%
						190,659		190,491		1.4	%
Professional services
Apex Group Treasury LLC(8)(22)(23)	First lien senior secured loan	SR +	4.00%	07/2028	123,560	$	123,381	$	123,720	0.9	%
Apex Service Partners, LLC(6)	First lien senior secured loan	SR +	6.50%	10/2030	121,152	118,467		122,364		0.9	%
Apex Service Partners, LLC(6)(17)	First lien senior secured revolving loan	SR +	6.50%	10/2029	3,694	3,532		3,731		0.0	%
Certinia, Inc.(8)	First lien senior secured loan	SR +	7.25%	08/2029	33,088	32,522		32,923		0.2	%
Certinia, Inc.(17)(18)	First lien senior secured revolving loan	SR +	7.25%	08/2029	—	(71)		(22)		0.0	%
Element Materials Technology(7)(21)(22)(23)	First lien senior secured loan	SR +	3.75%	06/2029	27,458	27,458		27,475		0.2	%
EP Purchaser, LLC (dba Entertainment Partners)(7)(22)	First lien senior secured loan	SR +	4.50%	11/2028	24,625	23,835		24,625		0.2	%
Essential Services Holding Corporation (dba Turnpoint)(7)	First lien senior secured loan	SR +	5.00%	06/2031	35,548	35,203		35,193		0.3	%
Essential Services Holding Corporation (dba Turnpoint)(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	06/2026	—	(33)		(35)		0.0	%
Essential Services Holding Corporation (dba Turnpoint)(17)(18)	First lien senior secured revolving loan	SR +	5.00%	06/2030	—	(41)		(44)		0.0	%
Gerson Lehrman Group, Inc.(7)	First lien senior secured loan	SR +	5.25%	12/2027	166,014	164,765		165,599		1.3	%
Gerson Lehrman Group, Inc.(17)(18)	First lien senior secured revolving loan	SR +	5.25%	12/2027	—	(61)		(21)		0.0	%
Guidehouse Inc.(6)	First lien senior secured loan	SR +	5.75% (2.00% PIK)	12/2030	107,118	107,118		106,850		0.8	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Omnia Partners, LLC(7)(22)	First lien senior secured loan	SR +	3.25%	07/2030	12,993		12,969		13,018		0.1	%
Relativity ODA LLC(6)	First lien senior secured loan	SR +	4.50%	05/2029	32,738		32,608		32,604		0.2	%
Relativity ODA LLC(17)(18)	First lien senior secured revolving loan	SR +	4.50%	05/2029	—		(11)		(11)		0.0	%
Sensor Technology Topco, Inc. (dba Humanetics)(7)	First lien senior secured loan	SR +	7.00% (2.00% PIK)	05/2028	237,098		236,100		238,284		1.8	%
Sensor Technology Topco, Inc. (dba Humanetics)(17)(19)	First lien senior secured delayed draw term loan	SR +	6.50%	09/2025	—		—		—		0.0	%
Sensor Technology Topco, Inc. (dba Humanetics)(6)(17)	First lien senior secured revolving loan	SR +	6.50%	05/2028	11,942		11,859		11,990		0.1	%
Sensor Technology Topco, Inc. (dba Humanetics)(11)	First lien senior secured EUR term loan	E +	7.25% (2.25% PIK)	05/2028	€	42,827	46,331		48,036		0.4	%
Sensor Technology Topco, Inc. (dba Humanetics)(17)(19)	First lien senior secured EUR delayed draw term loan	E +	6.75%	09/2025	€	—	—		—		0.0	%
Sovos Compliance, LLC(6)(22)	First lien senior secured loan	SR +	4.50%	08/2028	28,822		28,431		28,781		0.2	%
Thevelia (US) LLC (dba Tricor)(7)(22)(23)	First lien senior secured loan	SR +	3.25%	06/2029	22,877		22,877		22,877		0.2	%
Vensure Employer Services, Inc.(7)	First lien senior secured loan	SR +	5.00%	09/2031	155,774		154,218		154,216		1.2	%
Vensure Employer Services, Inc.(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	09/2026	—		(221)		(221)		0.0	%
Vistage International, Inc.(7)(22)	First lien senior secured loan	SR +	4.75%	07/2029	29,917		29,698		29,860		0.2	%
							1,210,934		1,221,792		9.2	%
Specialty retail
Galls, LLC(7)	First lien senior secured loan	SR +	6.50% (1.50% PIK)	03/2030	117,748		$	116,110	$	117,159	0.9	%
Galls, LLC(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	6.50% (1.50% PIK)	03/2026	4,306		4,030		4,284		0.0	%
Galls, LLC(7)(17)	First lien senior secured revolving loan	SR +	6.00%	03/2030	4,317		4,103		4,238		0.0	%
Ideal Image Development, LLC(7)	First lien senior secured loan	SR +	6.50% PIK	02/2029	2,328		2,308		2,281		0.0	%
Ideal Image Development, LLC(9)	First lien senior secured revolving loan	SR +	6.50% PIK	02/2029	33		33		32		0.0	%
Ideal Image Development, LLC(9)(17)	First lien senior secured revolving loan	SR +	6.50% PIK	02/2029	732		732		713		0.0	%
Milan Laser Holdings LLC(7)	First lien senior secured loan	SR +	5.00%	04/2027	20,061		19,964		20,061		0.2	%
Milan Laser Holdings LLC(6)(17)	First lien senior secured revolving loan	SR +	5.00%	04/2026	851		841		851		0.0	%
Notorious Topco, LLC (dba Beauty Industry Group)(7)	First lien senior secured loan	SR +	7.25% (2.50% PIK)	11/2027	228,645		226,520		211,496		1.5	%
Notorious Topco, LLC (dba Beauty Industry Group)(17)(18)	First lien senior secured revolving loan	SR +	6.75%	05/2027	—		(38)		(396)		0.0	%
The Shade Store, LLC(6)	First lien senior secured loan	SR +	6.00%	10/2029	105,047		102,766		102,947		0.8	%
The Shade Store, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	7.00%	03/2026	—		(60)		—		0.0	%
The Shade Store, LLC(7)(17)	First lien senior secured revolving loan	SR +	6.00%	10/2028	7,345		7,147		7,129		0.1	%
							484,456		470,795		3.5	%
Telecommunications
CCI BUYER, INC. (dba Consumer Cellular)(7)(21)(22)	First lien senior secured loan	SR +	4.00%	12/2027	39,692		$	39,413	$	39,612	0.3	%
EOS Finco S.A.R.L(8)(22)(23)	First lien senior secured loan	SR +	6.00%	10/2029	66,596		63,480		53,697		0.4	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

EOS U.S. Finco LLC(7)(17)(18)(19)(22)(23)	First lien senior secured delayed draw term loan	SR +	6.00%	05/2026	276	69		(1,436)		0.0	%
Level 3 Financing, Inc.(6)(22)(23)	First lien senior secured loan	SR +	6.56%	04/2029	39,096	38,441		39,870		0.3	%
Level 3 Financing, Inc.(6)(22)(23)	First lien senior secured loan	SR +	6.56%	04/2030	39,096	38,353		39,733		0.3	%
Park Place Technologies, LLC(7)	First lien senior secured loan	SR +	5.25%	03/2031	86,177	85,360		85,746		0.6	%
Park Place Technologies, LLC(17)(18)(19)	First lien senior secured delayed draw term loan	SR +	5.25%	09/2025	—	(62)		—		0.0	%
Park Place Technologies, LLC(6)(17)	First lien senior secured revolving loan	SR +	5.25%	03/2030	1,619	1,526		1,568		0.0	%
PPT Holdings III, LLC (dba Park Place Technologies)(16)	First lien senior secured loan		12.75% PIK	03/2034	29,372	28,702		29,078		0.2	%
						295,282		287,868		2.1	%
Transportation
Lightbeam Bidco, Inc. (dba Lazer Spot)(7)	First lien senior secured loan	SR +	5.00%	05/2030	119,949	$	119,957	$	119,949	0.9	%
Lightbeam Bidco, Inc. (dba Lazer Spot)(7)(17)(19)	First lien senior secured delayed draw term loan	SR +	5.00%	05/2025	19,657	19,657		19,657		0.1	%
Lightbeam Bidco, Inc. (dba Lazer Spot)(17)(18)	First lien senior secured revolving loan	SR +	5.00%	05/2029	—	(89)		—		0.0	%
Motus Group, LLC(7)(22)	First lien senior secured loan	SR +	4.00%	12/2028	7,462	7,462		7,466		0.1	%
						146,987		147,072		1.1	%
Total non-controlled/non-affiliated portfolio company debt investments						$	23,418,348	$	23,411,276	174.8	%

Equity Investments
Asset based lending and fund finance
Amergin Asset Management, LLC(24)(26)	Class A Units		N/A	N/A	50,000,000	$	1	$	1,608	0.0	%
						1		1,608		0.0	%
Automotive services
CD&R Value Building Partners I, L.P. (dba Belron)(23)(24)(26)(33)	LP Interest		N/A	N/A	33,000	$	32,911	$	40,051	0.3	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(16)(24)	Series A Convertible Preferred Stock		7.00% PIK	N/A	12,951	13,411		13,645		0.1	%
						46,322		53,696		0.4	%
Buildings and real estate
Dodge Construction Network Holdings, L.P.(7)(24)	Series A Preferred Units	SR +	8.25%	N/A	—	$	3	$	2	0.0	%
Dodge Construction Network Holdings, L.P.(24)(26)	Class A-2 Common Units		N/A	N/A	143,963	123		60		0.0	%
						126		62		0.0	%
Business services
Denali Holding, LP (dba Summit Companies)(24)(26)	Class A Units		N/A	N/A	686,513	$	7,078	$	11,473	0.1	%
Hercules Buyer, LLC (dba The Vincit Group)(24)(26)(28)	Common Units		N/A	N/A	10,000	10		12		0.0	%
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(8)(24)	Perpetual Preferred Stock	SR +	10.75% PIK	N/A	53,600	67,805		68,834		0.5	%
						74,893		80,319		0.6	%
Consumer products
ASP Conair Holdings LP(24)(26)	Class A Units		N/A	N/A	9,286	$	929	$	931	0.0	%
						929		931		0.0	%
Financial services
Vestwell Holdings, Inc.(24)(26)	Series D Preferred Stock		N/A	N/A	50,726	$	1,007	$	1,000	0.0	%
						1,007		1,000		0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Food and beverage
Hissho Sushi Holdings, LLC(24)(26)	Class A Units		N/A	N/A	941,780	$	7,536	$	9,256	0.1	%
						7,536		9,256		0.1	%
Healthcare equipment and services
Maia Aggregator, LP(24)(26)	Class A-2 Units		N/A	N/A	12,921,348	$	12,921	$	12,396	0.1	%
KPCI Holdings, L.P.(24)(26)	Class A Units		N/A	N/A	1,781	2,313		4,985		0.0	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(23)(24)	Class A Units		8.00% PIK	N/A	1,105	1,516		1,516		0.0	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(23)(24)(26)	Class B Units		N/A	N/A	15,210	180		104		0.0	%
Rhea Acquisition Holdings, LP(24)(26)	Series A-2 Units		N/A	N/A	11,964,286	11,964		18,400		0.1	%
						28,894		37,401		0.2	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(24)(26)	Class A Interests		N/A	N/A	3,520	$	3,520	$	3,220	0.0	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(24)(26)	Class A Interest		N/A	N/A	1,205	12,048		12,048		0.1	%
Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(16)(24)	Series A Preferred Stock		15.00% PIK	N/A	27,355	30,071		29,709		0.2	%
XOMA Corporation(24)(26)	Warrants		N/A	N/A	54,000	369		661		0.0	%
						46,008		45,638		0.3	%
Healthcare technology
Minerva Holdco, Inc.(16)(24)	Series A Preferred Stock		10.75% PIK	N/A	100,000	$	131,146	$	128,017	1.0	%
BEHP Co-Investor II, L.P.(23)(24)(26)	LP Interest		N/A	N/A	1,270	1,042		1,297		0.0	%
Orange Blossom Parent, Inc.(24)(26)	Common Equity		N/A	N/A	16,667	1,667		1,664		0.0	%
WP Irving Co-Invest, L.P.(23)(24)(26)	Partnership Units		N/A	N/A	1,250,000	960		1,276		0.0	%
						134,815		132,254		1.0	%
Household products
Evology, LLC(24)(26)	Class B Units		N/A	N/A	316	$	1,512	$	995	0.0	%
Walker Edison Holdco LLC(24)(26)	Common Equity		N/A	N/A	29,167	2,818		—		0.0	%
						4,330		995		0.0	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(16)(24)	Series A Preferred Stock		10.50% PIK	N/A	12,750	$	16,603	$	14,520	0.1	%
						16,603		14,520		0.1	%
Insurance
Accelerate Topco Holdings, LLC(24)(26)	Common Units		N/A	N/A	91,805	$	2,535	$	3,908	0.0	%
Evolution Parent, LP (dba SIAA)(24)(26)	LP Interest		N/A	N/A	2,703	270		307		0.0	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(24)(26)	LP Interest		N/A	N/A	421	426		420		0.0	%
Hockey Parent Holdings, L.P.(24)(26)	Class A Units		N/A	N/A	25,000	25,000		26,194		0.2	%
PCF Holdco, LLC (dba PCF Insurance Services)(16)(24)	Series A Preferred Units		15.00% PIK	N/A	19,423	17,073		21,153		0.2	%
PCF Holdco, LLC (dba PCF Insurance Services)(24)(26)	Class A Unit Warrants		N/A	N/A	1,503,286	5,129		4,411		0.0	%
PCF Holdco, LLC (dba PCF Insurance Services)(24)(26)	Class A Units		N/A	N/A	4,648,653	15,336		26,657		0.2	%
						65,769		83,050		0.6	%
Internet software and services
AlphaSense, LLC(24)(26)	Series E Preferred Shares		N/A	N/A	16,929	$	760	$	760	0.0	%
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(24)(26)	Common Units		N/A	N/A	1,729,439	1,729		2,232		0.0	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(23)(24)(26)	LP Interest		N/A	N/A	989	989		1,179		0.0	%
Elliott Alto Co-Investor Aggregator L.P.(23)(24)(26)	LP Interest		N/A	N/A	6,530	6,572		9,122		0.1	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

MessageBird Holding B.V.(23)(24)(26)	Extended Series C Warrants		N/A	N/A	7,980	49		9		0.0	%
Project Alpine Co-Invest Fund, LP(23)(24)(26)	LP Interest		N/A	N/A	17,000	17,010		20,089		0.2	%
Thunder Topco L.P. (dba Vector Solutions)(24)(26)	Common Units		N/A	N/A	712,884	713		800		0.0	%
WMC Bidco, Inc. (dba West Monroe)(16)(24)	Senior Preferred Stock		11.25% PIK	N/A	33,385	45,624		44,026		0.3	%
Project Hotel California Co-Invest Fund, L.P.(23)(24)(26)	LP Interest		N/A	N/A	3,522	3,525		4,005		0.0	%
BCTO WIW Holdings, Inc. (dba When I Work)(24)(26)	Class A Common Stock		N/A	N/A	57,000	5,700		3,363		0.0	%
Zoro TopCo, Inc. (dba Zendesk, Inc.)(16)(24)	Series A Preferred Stock		12.50% PIK	N/A	16,562	20,295		20,814		0.2	%
Zoro TopCo, L.P. (dba Zendesk, Inc.)(24)(26)	Class A Common Units		N/A	N/A	1,380,129	13,801		15,027		0.1	%
						116,767		121,426		0.9	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(24)(26)	LP Interest		N/A	N/A	1,000	$	100	$	118	0.0	%
						100		118		0.0	%
Specialty retail
Ideal Topco, L.P.(24)(26)	Class A-1 Preferred Units		N/A	N/A	3,658,537	$	4,573	$	4,390	0.0	%
Ideal Topco, L.P.(24)(26)	Class A-2 Common Units		N/A	N/A	3,109,756	—		—		0.0	%
						4,573		4,390		0.0	%
Total non-controlled/non-affiliated portfolio company equity investments						$	548,673	$	586,664	4.2	%
Total non-controlled/non-affiliated portfolio company investments						$	23,967,021	$	23,997,940	179.0	%

Non-controlled/affiliated portfolio company investments
Debt Investments
Education
Pluralsight, LLC(7)(30)	First lien senior secured loan	SR +	7.50% PIK	N/A	1,190	$	1,190	$	1,190	0.0	%
Pluralsight, LLC(7)(30)	First lien senior secured loan	SR +	4.50% (1.50% PIK)	08/2029	1,191	1,191		1,191		0.0	%
Pluralsight, LLC(17)(19)(30)	First lien senior secured delayed draw term loan	SR +	4.50%	N/A	—	—		—		0.0	%
Pluralsight, LLC(17)(30)	First lien senior secured revolving loan	SR +	4.50%	N/A	—	—		—		0.0	%
						2,381		2,381		0.0	%
Total non-controlled/affiliated portfolio company debt investments						$	2,381	$	2,381	0.0	%
Equity Investments
Education
Paradigmatic Holdco LLC (dba Pluralsight)(24)(26)(30)	Common stock		N/A	N/A	396,827	$	1,053	$	1,053	0.0	%
						1,053		1,053		0.0	%
Pharmaceuticals
LSI Financing 1 DAC(17)(19)(23)(24)(26)(30)	Preferred equity		N/A	N/A	84,093	$	84,176	$	94,945	0.7	%
						84,176		94,945		0.7	%
Total non-controlled/affiliated portfolio company equity investments						$	85,229	$	95,998	0.7	%
Total non-controlled/affiliated portfolio company investments						$	87,610	$	98,379	0.7	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(20)(29)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(25)		Fair Value		Percentage of Net Assets

Controlled/affiliated portfolio company investments
Debt Investments
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(16)(23)(31)	First lien senior secured loan		12.00% PIK	07/2030	42,511	$	42,511	$	42,511	0.3	%
AAM Series 2.1 Aviation Feeder, LLC(16)(23)(31)	First lien senior secured loan		12.00% PIK	11/2030	39,933	39,933		39,933		0.3	%
						82,444		82,444		0.6	%
Total controlled/affiliated portfolio company debt investments						$	82,444	$	82,444	0.6	%
Equity Investments
Asset based lending and fund finance
AAM Series 2.1 Aviation Feeder, LLC(17)(19)(23)(24)(26)(31)	LLC Interest		N/A	N/A	17,317	$	17,356	$	17,811	0.1	%
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(17)(19)(23)(24)(26)(31)	LLC Interest		N/A	N/A	26,763	26,766		31,160		0.2	%
						44,122		48,971		0.3	%
Insurance
Fifth Season Investments LLC(24)(27)(31)	Class A Units		N/A	N/A	28	$	265,459	$	282,928	2.1	%
						265,459		282,928		2.1	%
Joint ventures
Blue Owl Credit SLF LLC(23)(24)(26)(31)(33)	LLC Interest		N/A	N/A	9,851	$	9,851	$	9,841	0.1	%
OCIC SLF LLC (fka Blue Owl Credit Income Senior Loan Fund LLC)(23)(24)(31)(33)	LLC Interest		N/A	N/A	314,808	314,808		309,576		2.3	%
						324,659		319,417		2.4	%
Total controlled/affiliated portfolio company equity investments						$	634,240	$	651,316	4.8	%
Total controlled/affiliated portfolio company investments						$	716,684	$	733,760	5.4	%
Total Investments						$	24,771,315	$	24,830,079	185.1	%


	Interest Rate Swaps as of September 30, 2024
	Company Receives	Company Pays(c)	Maturity Date	Notional Amount		Fair Value		Upfront Payments/Receipts		Change in Unrealized Appreciation/(Depreciation)		Hedged Instrument	Footnote Reference
Interest rate swap(a)(b)	7.75%	SR + 3.84%	9/16/2027	$	600,000	$	11,323	$	—	$	4,820	September 2027 Notes	Note 5
Interest rate swap(a)(b)	7.95%	SR + 3.79%	5/13/2028	650,000		17,349		—		17,349		June 2028 Notes	Note 5
Interest rate swap(a)(b)	7.75%	SR + 3.65%	1/15/2029	550,000		16,577		—		4,430		January 2029 Notes	Note 5
Interest rate swap(a)(b)	6.60%	SR + 2.34%	8/15/2029	500,000		21,595		—		21,595		September 2029 Notes	Note 5
Interest rate swap(a)(b)	5.80%	SR + 2.62%	2/15/2030	1,000,000		(10,364)		—		(10,364)		March 2030 Notes	Note 5
Interest rate swap(a)(b)	6.65%	SR + 2.90%	1/15/2031	750,000		18,172		—		18,172		March 2031 Notes	Note 5
Total				$	4,050,000	$	74,652	$	—	$	56,002

________

(a) Contains a variable rate structure. Bears interest at a rate determined by SOFR.

(b) Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedging item within interest expense.

(1)Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

(3)Unless otherwise indicated, all investments are considered Level 3 investments.

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

(4)The amortized cost represents the original cost adjusted for the amortization and accretion of premiums and discounts, as applicable, on debt investments using the effective interest method.

(5)Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate (“SOFR” or “SR”) (which can include one-, three-, six- or twelve-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”), Canadian Overnight Repo Rate Average (“CORRA” or “C”) (which can include one- or three-month CORRA), Australian Bank Bill Swap Bid Rate (“BBSY” or “BB”) (which can include one-, three-, or six-month BBSY), Sterling (SP) Overnight Interbank Average Rate (“SONIA” or “SA”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate (“Prime” or “P”), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.

(6)The interest rate on these investments is subject to 1 month SOFR, which as of September 30, 2024 was 4.85%.

(7)The interest rate on these investments is subject to 3 month SOFR, which as of September 30, 2024 was 4.59%.

(8)The interest rate on these investments is subject to 6 month SOFR, which as of September 30, 2024 was 4.25%.

(9)The interest rate on these investments is subject to 12 month SOFR, which as of September 30, 2024 was 3.78%.

(10)The interest rate on these investments is subject to 3 month CORRA, which as of September 30, 2024 was 4.58%.

(11)The interest rate on these investments is subject to 3 month EURIBOR, which as of September 30, 2024 was 3.28%.

(12)The interest rate on these investments is subject to 6 month EURIBOR, which as of September 30, 2024 was 3.11%.

(13)The interest rate on these investments is subject to 3 month BBSY, which as of September 30, 2024 was 4.43%.

(14)The interest rate on these investments is subject to SONIA, which as of September 30, 2024 was 4.95%.

(15)The interest rate on these investments is subject to Prime, which as of September 30, 2024 was 8.00%.

(16)Investment does not contain a variable rate structure.

(17)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.

(18)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(19)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.

(20)Unless otherwise indicated, represents a co-investment made with the Company’s affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions”.

(21)This portfolio company was not a co-investment made with the Company’s affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission.

(22)Level 2 Investment.

(23)This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of September 30, 2024, non-qualifying assets represented 13.7% of total assets as calculated in accordance with the regulatory requirements.

(24)Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted security” under the Securities Act. As of September 30, 2024, the aggregate fair value of these securities is $1.33 billion, or 10.1% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company

Investment

Acquisition Date

AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC**

LLC Interest

July 1, 2022

AAM Series 2.1 Aviation Feeder, LLC**

LLC Interest

July 1, 2022

Accelerate Topco Holdings, LLC

Common Units

September 1, 2022

Amergin Asset Management, LLC

Class A Units

July 1, 2022

ASP Conair Holdings LP

Class A Units

May 17, 2021

AlphaSense, LLC

Series E Preferred Shares

June 27, 2024

BCTO WIW Holdings, Inc. (dba When I Work)

Class A Common Stock

November 2, 2021

BEHP Co-Investor II, L.P.

LP Interest

May 6, 2022

Blue Owl Credit SLF LLC*

LLC Interest

May 6, 2024

Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)

Common Units

October 1, 2021

CD&R Value Building Partners I, L.P. (dba Belron)

LP Interest

December 2, 2021

Denali Holding, LP (dba Summit Companies)

Class A Units

September 14, 2021

Dodge Construction Network Holdings, L.P.

Class A-2 Common Units

February 23, 2022

Dodge Construction Network Holdings, L.P.

Series A Preferred Units

February 23, 2022

Elliott Alto Co-Investor Aggregator L.P.

LP Interest

September 28, 2022

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Portfolio Company

Investment

Acquisition Date

Evology, LLC

Class B Units

January 21, 2022

Evolution Parent, LP (dba SIAA)

LP Interest

April 30, 2021

Fifth Season Investments LLC**

Class A Units

October 17, 2022

Gloves Holdings, LP (dba Protective Industrial Products)

LP Interest

December 28, 2020

GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)

LP Interest

December 16, 2021

Hercules Buyer, LLC (dba The Vincit Group)

Common Units

December 15, 2020

Hissho Sushi Holdings, LLC

Class A Units

May 17, 2022

Hockey Parent Holdings, L.P.

Class A Units

September 14, 2023

Ideal Topco, L.P.

Class A-1 Preferred Units

February 20, 2024

Ideal Topco, L.P.

Class A-2 Common Units

February 20, 2024

Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)

LP Interest

June 8, 2022

Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)

Perpetual Preferred Stock

June 22, 2022

KOBHG Holdings, L.P. (dba OB Hospitalist)

Class A Interests

September 27, 2021

KPCI Holdings, L.P.

Class A Units

November 25, 2020

KWOL Acquisition Inc. (dba Worldwide Clinical Trials)

Class A Interest

December 12, 2023

LSI Financing 1 DAC**

Preferred equity

December 14, 2022

Maia Aggregator, LP

Class A-2 Units

February 1, 2022

MessageBird Holding B.V.

Extended Series C Warrants

May 5, 2021

Metis HoldCo, Inc. (dba Mavis Tire Express Services)

Series A Convertible Preferred Stock

May 3, 2021

Minerva Holdco, Inc.

Series A Preferred Stock

February 14, 2022

Orange Blossom Parent, Inc.

Common Equity

July 29, 2022

OCIC SLF LLC (fka Blue Owl Credit Income Senior Loan Fund LLC)*

LLC Interest

November 2, 2022

Patriot Holdings SCSp (dba Corza Health, Inc.)

Class A Units

January 29, 2021

Patriot Holdings SCSp (dba Corza Health, Inc.)

Class B Units

January 29, 2021

PCF Holdco, LLC (dba PCF Insurance Services)

Series A Preferred Units

February 16, 2023

PCF Holdco, LLC (dba PCF Insurance Services)

Class A Units

November 1, 2021

PCF Holdco, LLC (dba PCF Insurance Services)

Class A Unit Warrants

February 16, 2023

Paradigmatic Holdco LLC (dba Pluralsight)

Common stock

August 22, 2024

Project Alpine Co-Invest Fund, LP

LP Interest

June 13, 2022

Project Hotel California Co-Invest Fund, L.P.

LP Interest

August 9, 2022

Rhea Acquisition Holdings, LP

Series A-2 Units

February 18, 2022

Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)

Series A Preferred Stock

November 15, 2023

Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)

Series A Preferred Stock

October 14, 2021

Thunder Topco L.P. (dba Vector Solutions)

Common Units

June 30, 2021

Vestwell Holdings, Inc.

Series D Preferred Stock

December 20, 2023

Walker Edison Holdco LLC

Common Equity

March 1, 2023

WMC Bidco, Inc. (dba West Monroe)

Senior Preferred Stock

November 9, 2021

WP Irving Co-Invest, L.P.

Partnership Units

May 18, 2022

XOMA Corporation

Warrants

December 15, 2023

Zoro TopCo, L.P. (dba Zendesk, Inc.)

Class A Common Units

November 22, 2022

Zoro TopCo, Inc. (dba Zendesk, Inc.)

Series A Preferred Stock

November 22, 2022

* Refer to Note 4 “Investments - OCIC SLF LLC” and “Investments - Blue Owl Credit SLF LLC”, for further information.

** Refer to Note 3 “Agreements and Related Party Transactions - Controlled/Affiliated Portfolio Companies”.

(25)As of September 30, 2024, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $132.8 million based on a tax cost basis of $24.70 billion. As of September 30, 2024, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $116.0 million. As of September 30, 2024, the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $248.8 million.

(26)Investment is non-income producing.

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

(27)Investment is not pledged as collateral under the Company’s Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”, credit facilities to which certain of our subsidiaries are parties (the “SPV Asset Facilities”) and collateral loan obligation transactions (“CLOs”).

(28)We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.

(29)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facilities and CLOs. See Note 5 “Debt”.

(30)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company’s voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the period ended September 30, 2024 were as follows:


Company	Fair value as of December 31, 2023		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/(Loss)		Realized Gain/(Loss)		Fair value as of September 30, 2024		Dividend Income		Interest and PIK Income		Other Income
LSI Financing 1 DAC	$	78,406	$	22,288	$	(10,482)	$	4,733	$	—	$	94,945	$	486	$	—	$	—
Pluralsight, LLC	—		3,434		—		—		—		3,434		—		29		—
Total	$	78,406	$	25,722	$	(10,482)	$	4,733	$	—	$	98,379	$	486	$	29	$	—

________

(a) Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.

(b) Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.

(31)As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” and has “Control” of this portfolio company as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“controlled affiliate”). The Company’s investments in controlled affiliates for the period ended September 30, 2024 were as follows:


Company	Fair value as of December 31, 2023		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/(Loss)		Realized Gain/(Loss)		Fair value as of September 30, 2024		Dividend Income		Interest and PIK Income		Other Income
AAM Series 2.1 Aviation Feeder, LLC(c)	$	78,476	$	31,337	$	(52,527)	$	458	$	—	$	57,744	$	—	$	3,794	$	—
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)	64,839		6,266		(1,795)		4,361		—		73,671		—		3,703		—
Fifth Season Investments LLC	156,794		108,649		—		17,485		—		282,928		15,771		—		—
Blue Owl Credit SLF LLC	—		9,851		—		(10)		—		9,841		—		—		—
OCIC SLF LLC (fka Blue Owl Credit Income Corp. Senior Loan Fund LLC)	273,441		53,375		—		(17,240)		—		309,576		38,945		—		—
Total	$	573,550	$	209,478	$	(54,322)	$	5,054	$	—	$	733,760	$	54,716	$	7,497	$	—

________

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of September 30, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

(a) Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to PIK interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.

(c) In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin AssetCo.

(32)Investment was on non-accrual status as of September 30, 2024.

(33)Investment measured at net asset value (“NAV”).

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Non-controlled/non-affiliated portfolio company investments
Debt Investments(5)
Advertising and media
Global Music Rights, LLC(7)	First lien senior secured loan	SR +	5.50%	08/2028	82,688		$	81,483	$	82,688	0.9	%
Global Music Rights, LLC(7)(15)(16)	First lien senior secured revolving loan	SR +	5.50%	08/2027	—		(91)		—		0.0	%
Circana Group, L.P. (fka The NPD Group, L.P.)(6)	First lien senior secured loan	SR +	6.25% (2.75% PIK)	12/2028	228,310		224,505		226,027		2.5	%
Circana Group, L.P. (fka The NPD Group, L.P.)(6)(15)	First lien senior secured revolving loan	SR +	5.75%	12/2027	2,568		2,359		2,425		0.0	%
							308,256		311,140		3.4	%
Aerospace and defense
Bleriot US Bidco, Inc.(7)(20)	First lien senior secured loan	SR +	4.00%	10/2028	11,861		$	11,802	$	11,898	0.1	%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(6)(20)	First lien senior secured loan	SR +	4.00%	04/2026	9,055		8,963		9,073		0.1	%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(6)(20)	First lien senior secured loan	SR +	4.00%	08/2028	3,881		3,842		3,888		0.0	%
ManTech International Corporation(7)	First lien senior secured loan	SR +	5.75%	09/2029	14,039		13,797		13,933		0.2	%
ManTech International Corporation(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	09/2024	1,190		1,152		1,181		0.0	%
ManTech International Corporation(7)(15)(16)	First lien senior secured revolving loan	SR +	5.75%	09/2028	—		(28)		(14)		0.0	%
Peraton Corp.(6)(20)	First lien senior secured loan	SR +	3.75%	02/2028	22,530		22,500		22,558		0.3	%
Peraton Corp.(7)(20)	Second lien senior secured loan	SR +	7.75%	02/2029	4,831		4,779		4,794		0.1	%
Transdigm Inc.(7)(20)	First lien senior secured loan	SR +	3.25%	02/2031	10,000		9,975		10,038		0.1	%
							76,782		77,349		0.9	%
Automotive
Holley Inc.(6)(20)	First lien senior secured loan	SR +	3.75%	11/2028	2,282		$	2,271	$	2,195	0.0	%
Mavis Tire Express Services Topco Corp.(6)(20)	First lien senior secured loan	SR +	4.00%	05/2028	9,750		9,717		9,755		0.1	%
OAC Holdings I Corp. (dba Omega Holdings)(6)	First lien senior secured loan	SR +	5.00%	03/2029	9,050		8,904		8,891		0.1	%
OAC Holdings I Corp. (dba Omega Holdings)(6)(15)(16)	First lien senior secured revolving loan	SR +	5.00%	03/2028	—		(36)		(45)		0.0	%
Power Stop, LLC(6)(19)	First lien senior secured loan	SR +	4.75%	01/2029	29,474		29,245		27,484		0.3	%
Spotless Brands, LLC(7)	First lien senior secured loan	SR +	6.50%	07/2028	53,895		53,023		53,491		0.6	%
Spotless Brands, LLC(6)(15)	First lien senior secured revolving loan	SR +	6.50%	07/2028	316		293		305		0.0	%
							103,417		102,076		1.1	%
Asset based lending and fund finance
Hg Genesis 9 Sumoco Limited(10)(21)	Unsecured facility	E +	7.00% PIK	03/2027	€	128,625	$	140,872	$	142,086	1.6	%
Hg Saturn Luchaco Limited(12)(21)	Unsecured facility	SA +	7.50% PIK	03/2026	£	1,765	2,377		2,250		0.0	%
							143,249		144,336		1.6	%
Buildings and real estate
Associations, Inc.(7)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	07/2027	130,352		$	129,307	$	129,700	1.5	%
Associations, Inc.(7)(15)	First lien senior secured revolving loan	SR +	6.50%	07/2027	1,706		1,678		1,682		0.0	%
Associations, Inc.(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	6.50% (2.50% PIK)	06/2024	61,030		60,609		60,722		0.7	%
CoreLogic Inc.(6)(20)	First lien senior secured loan	SR +	3.50%	06/2028	36,669		36,109		35,591		0.4	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Cushman & Wakefield U.S. Borrower, LLC(6)	First lien senior secured loan	SR +	2.75%	08/2025	1,233	1,218		1,230		0.0	%
Dodge Construction Network, LLC(7)(20)	First lien senior secured loan	SR +	4.75%	02/2029	16,942	16,742		13,045		0.1	%
RealPage, Inc.(6)(20)	First lien senior secured loan	SR +	3.00%	04/2028	14,059	14,046		13,931		0.2	%
RealPage, Inc.(6)(20)	Second lien senior secured loan	SR +	6.50%	04/2029	27,500	27,188		27,430		0.3	%
Wrench Group LLC(7)	First lien senior secured loan	SR +	4.50%	04/2026	16,915	16,655		16,915		0.2	%
Wrench Group LLC(7)(20)	First lien senior secured loan	SR +	4.00%	04/2026	10,436	10,339		10,445		0.1	%
						313,891		310,691		3.5	%
Business services
Access CIG, LLC(7)(20)	First lien senior secured loan	SR +	5.00%	08/2028	79,800	$	77,919	$	79,848	0.9	%
Access CIG, LLC(7)	Second lien senior secured loan	SR +	7.75%	02/2026	2,385	2,381		2,385		0.0	%
Boxer Parent Company Inc. (f/k/a BMC)(6)(20)	First lien senior secured loan	SR +	4.25%	12/2028	50,000	49,500		50,290		0.6	%
BrightView Landscapes, LLC(7)(20)	First lien senior secured loan	SR +	3.00%	04/2029	5,781	5,606		5,779		0.1	%
Capstone Acquisition Holdings, Inc.(6)	First lien senior secured loan	SR +	4.75%	11/2027	9,898	9,835		9,874		0.1	%
ConnectWise, LLC(7)(20)	First lien senior secured loan	SR +	3.50%	09/2028	29,700	29,753		29,599		0.3	%
CoolSys, Inc.(7)(20)	First lien senior secured loan	SR +	4.75%	08/2028	14,650	13,665		13,631		0.2	%
CoreTrust Purchasing Group LLC(6)	First lien senior secured loan	SR +	6.75%	10/2029	96,419	94,737		95,455		1.1	%
CoreTrust Purchasing Group LLC(6)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.75%	09/2024	—	(58)		—		0.0	%
CoreTrust Purchasing Group LLC(6)(15)(16)	First lien senior secured revolving loan	SR +	6.75%	10/2029	—	(211)		(142)		0.0	%
Denali BuyerCo, LLC (dba Summit Companies)(7)	First lien senior secured loan	SR +	5.50%	09/2028	197,744	195,299		197,249		2.3	%
Denali BuyerCo, LLC (dba Summit Companies)(7)(15)(16)	First lien senior secured revolving loan	SR +	5.50%	09/2027	—	(80)		(25)		0.0	%
Diamondback Acquisition, Inc. (dba Sphera)(6)	First lien senior secured loan	SR +	5.50%	09/2028	46,868	46,182		46,165		0.5	%
Entertainment Benefits Group, LLC(6)	First lien senior secured loan	SR +	5.25%	09/2025	74,269	73,884		74,269		0.8	%
Entertainment Benefits Group, LLC(6)(15)	First lien senior secured revolving loan	SR +	5.25%	09/2025	4,640	4,563		4,640		0.1	%
Fullsteam Operations, LLC(7)	First lien senior secured loan	SR +	8.25%	11/2029	8,938	8,672		8,669		0.1	%
Fullsteam Operations, LLC(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	8.25%	05/2025	851	797		796		0.0	%
Fullsteam Operations, LLC(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	8.25%	11/2025	—	(18)		(19)		0.0	%
Fullsteam Operations, LLC(7)(15)(16)	First lien senior secured revolving loan	SR +	8.25%	11/2029	—	(15)		(15)		0.0	%
Hercules Borrower, LLC (dba The Vincit Group)(7)	First lien senior secured loan	SR +	6.25%	12/2026	800	793		798		0.0	%
Hercules Borrower, LLC (dba The Vincit Group)(7)	First lien senior secured loan	SR +	5.50%	12/2026	2,171	2,157		2,154		0.0	%
Hercules Borrower, LLC (dba The Vincit Group)(7)	First lien senior secured delayed draw term loan	SR +	5.50%	12/2026	12,967	12,883		12,870		0.1	%
Hercules Borrower, LLC (dba The Vincit Group)(7)(15)(16)	First lien senior secured revolving loan	SR +	6.25%	12/2026	—	(1)		—		0.0	%
Hercules Buyer, LLC (dba The Vincit Group)(14)(26)	Unsecured notes		0.48% PIK	12/2029	24	24		27		0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Kaseya Inc.(7)	First lien senior secured loan	SR +	6.25% (2.50% PIK)	06/2029	72,330	71,136		72,150		0.8	%
Kaseya Inc.(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	6.25% (2.50% PIK)	06/2024	267	231		266		0.0	%
Kaseya Inc.(6)(15)	First lien senior secured revolving loan	SR +	5.50%	06/2029	1,097	1,030		1,087		0.0	%
KPSKY Acquisition, Inc. (dba BluSky)(7)	First lien senior secured loan	SR +	5.25%	10/2028	102,224	100,721		101,202		1.1	%
KPSKY Acquisition, Inc. (dba BluSky)(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	11/2025	73	13		73		0.0	%
Packers Holdings, LLC(6)(20)	First lien senior secured loan	SR +	3.25%	03/2028	16,575	16,480		10,368		0.1	%
Ping Identity Holding Corp.(6)	First lien senior secured loan	SR +	7.00%	10/2029	21,818	21,531		21,709		0.2	%
Ping Identity Holding Corp.(6)(15)(16)	First lien senior secured revolving loan	SR +	7.00%	10/2028	—	(26)		(11)		0.0	%
						839,383		841,141		9.4	%
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)(20)	First lien senior secured loan	SR +	4.00%	11/2027	13,761	$	13,566	$	13,547	0.2	%
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)	Second lien senior secured loan	SR +	7.75%	11/2028	40,137	40,127		37,528		0.4	%
Cyanco Intermediate 2 Corp.(6)(20)	First lien senior secured loan	SR +	4.75%	07/2028	21,945	21,325		21,982		0.2	%
Derby Buyer LLC(6)	First lien senior secured loan	SR +	4.25%	11/2030	65,000	63,053		65,000		0.7	%
Gaylord Chemical Company, L.L.C.(7)	First lien senior secured loan	SR +	6.00%	03/2027	101,473	100,804		100,965		1.1	%
Gaylord Chemical Company, L.L.C.(7)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	03/2026	—	(20)		(20)		0.0	%
Nouryon Finance B.V.(6)(20)(21)	First lien senior secured loan	SR +	4.00%	04/2028	2,985	2,979		2,992		0.0	%
Nouryon Finance B.V.(7)(20)(21)	First lien senior secured loan	SR +	4.00%	10/2025	15,931	15,740		15,975		0.2	%
Velocity HoldCo III Inc. (dba VelocityEHS)(7)	First lien senior secured loan	SR +	5.75%	04/2027	2,300	2,268		2,300		0.0	%
Velocity HoldCo III Inc. (dba VelocityEHS)(7)(15)	First lien senior secured revolving loan	SR +	5.75%	04/2026	18	16		18		0.0	%
						259,858		260,287		2.8	%
Consumer products
ConAir Holdings LLC(6)	Second lien senior secured loan	SR +	7.50%	05/2029	32,500	$	32,103	$	31,444	0.4	%
Foundation Consumer Brands, LLC(7)	First lien senior secured loan	SR +	6.25%	02/2027	103,408	101,900		103,408		1.1	%
Lignetics Investment Corp.(7)	First lien senior secured loan	SR +	6.00%	11/2027	84,428	83,698		83,795		0.9	%
Lignetics Investment Corp.(7)(15)	First lien senior secured revolving loan	SR +	6.00%	10/2026	9,559	9,478		9,473		0.1	%
Olaplex, Inc.(6)(20)(21)	First lien senior secured loan	SR +	3.50%	02/2029	49,184	48,512		45,372		0.5	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(7)	First lien senior secured loan	SR +	5.25%	03/2029	59,074	58,151		56,859		0.6	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(7)(15)(16)	First lien senior secured revolving loan	SR +	5.25%	03/2029	—	(83)		(209)		0.0	%
						333,759		330,142		3.6	%
Containers and packaging
Arctic Holdco, LLC(7)	First lien senior secured loan	SR +	6.00%	12/2026	13,529	$	13,264	$	13,258	0.1	%
Arctic Holdco, LLC(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2024	—	(189)		(194)		0.0	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)	First lien senior secured loan	SR +	6.40%	10/2028	49,202	48,836		49,079		0.6	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Ascend Buyer, LLC (dba PPC Flexible Packaging)(6)(15)	First lien senior secured revolving loan	SR +	6.25%	09/2027	1,702	1,670		1,689		0.0	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)	First lien senior secured loan	SR +	6.40%	10/2028	30,387	29,873		30,311		0.3	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)	First lien senior secured loan	SR +	6.75%	09/2028	8,910	8,754		8,910		0.1	%
Berlin Packaging L.L.C.(6)(20)	First lien senior secured loan	SR +	3.75%	03/2028	31,742	31,275		31,745		0.4	%
BW Holding, Inc.(7)	First lien senior secured loan	SR +	4.00%	12/2028	21,728	20,926		20,207		0.2	%
Charter NEX US, Inc.(6)(20)	First lien senior secured loan	SR +	3.75%	12/2027	49,580	49,167		49,749		0.6	%
Five Star Lower Holding LLC(7)(20)	First lien senior secured loan	SR +	4.25%	05/2029	21,602	21,358		21,191		0.2	%
Fortis Solutions Group, LLC(7)	First lien senior secured loan	SR +	5.50%	10/2028	66,960	65,950		65,453		0.7	%
Fortis Solutions Group, LLC(7)(15)	First lien senior secured revolving loan	SR +	5.50%	10/2027	337	252		186		0.0	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(7)	First lien senior secured loan	SR +	6.25%	05/2028	112,745	111,847		112,462		1.3	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(7)(15)	First lien senior secured revolving loan	SR +	6.25%	05/2028	5,080	4,987		5,048		0.1	%
OneDigital Borrower LLC(7)(20)	First lien senior secured loan	SR +	4.25%	11/2027	7,481	7,427		7,467		0.1	%
Pregis Topco LLC(6)(19)(20)	First lien senior secured loan	SR +	3.75%	07/2026	6,915	6,775		6,925		0.1	%
Pregis Topco LLC(6)	Second lien senior secured loan	SR +	6.75%	08/2029	30,000	30,000		30,000		0.3	%
Pregis Topco LLC(6)	Second lien senior secured loan	SR +	7.75%	08/2029	2,500	2,500		2,500		0.0	%
ProAmpac PG Borrower LLC(7)(20)	First lien senior secured loan	SR +	4.50%	11/2028	35,000	34,790		35,011		0.4	%
Ring Container Technologies Group, LLC(6)(20)	First lien senior secured loan	SR +	3.50%	08/2028	16,086	16,046		16,110		0.2	%
Tricorbraun Holdings, Inc.(6)(20)	First lien senior secured loan	SR +	3.25%	03/2028	32,524	31,835		32,290		0.4	%
						537,343		539,397		6.1	%
Distribution
ABB/Con-cise Optical Group LLC(7)	First lien senior secured loan	SR +	7.50%	02/2028	33,306	$	32,929	$	32,057	0.4	%
Aramsco, Inc.(7)(20)	First lien senior secured loan	SR +	4.75%	10/2030	44,703	43,814		44,609		0.5	%
Aramsco, Inc.(7)(15)(16)(17)(20)	First lien senior secured delayed draw term loan	SR +	4.75%	10/2025	—	—		(16)		0.0	%
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(6)(20)	First lien senior secured loan	SR +	4.75%	12/2028	54,717	54,219		54,816		0.6	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(7)	First lien senior secured loan	SR +	6.00%	10/2029	164,103	162,498		162,380		1.8	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	10/2025	4,431	4,300		4,378		0.0	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(7)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	10/2029	—	(135)		(146)		0.0	%
Dealer Tire, LLC(6)(20)	First lien senior secured loan	SR +	4.50%	12/2027	4,998	5,003		5,007		0.1	%
Dealer Tire, LLC(14)(19)(20)	Unsecured notes		8.00%	02/2028	56,120	55,121		55,643		0.6	%
Endries Acquisition, Inc.(7)	First lien senior secured loan	SR +	5.25%	12/2028	84,122	83,495		83,491		0.9	%
Endries Acquisition, Inc.(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.25%	06/2024	—	(156)		(157)		0.0	%
Endries Acquisition, Inc.(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.25%	12/2025	—	(60)		(60)		0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Formerra, LLC(7)	First lien senior secured loan	SR +	7.25%	11/2028	5,211	5,065		5,132		0.1	%
Formerra, LLC(7)	First lien senior secured delayed draw term loan	SR +	7.25%	11/2028	210	204		206		0.0	%
Formerra, LLC(7)(15)(16)	First lien senior secured revolving loan	SR +	7.25%	11/2028	—	(14)		(8)		0.0	%
SRS Distribution, Inc.(6)(20)	First lien senior secured loan	SR +	3.50%	06/2028	23,895	23,694		23,896		0.3	%
White Cap Supply Holdings, LLC(6)(20)	First lien senior secured loan	SR +	3.75%	10/2027	26,428	26,033		26,473		0.3	%
						496,010		497,701		5.6	%
Education
Community Brands ParentCo, LLC(6)	First lien senior secured loan	SR +	5.50%	02/2028	31,317	$	30,855	$	31,004	0.3	%
Community Brands ParentCo, LLC(6)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.50%	02/2024	—	(26)		—		0.0	%
Community Brands ParentCo, LLC(6)(15)(16)	First lien senior secured revolving loan	SR +	5.50%	02/2028	—	(26)		(19)		0.0	%
Learning Care Group (US) No. 2 Inc.(7)(20)	First lien senior secured loan	SR +	4.75%	08/2028	22,444	22,107		22,545		0.3	%
Severin Acquisition, LLC (dba Powerschool)(7)(20)	First lien senior secured loan	SR +	3.25%	08/2025	14,742	14,672		14,788		0.2	%
Sophia, L.P.(6)(20)	First lien senior secured loan	SR +	4.25%	10/2027	14,961	14,851		14,926		0.2	%
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(7)(20)	First lien senior secured loan	SR +	4.50%	10/2030	15,337	15,172		15,373		0.2	%
Pluralsight, LLC(7)	First lien senior secured loan	SR +	8.00%	04/2027	6,255	6,214		6,051		0.1	%
Pluralsight, LLC(7)(15)	First lien senior secured revolving loan	SR +	8.00%	04/2027	305	303		292		0.0	%
Renaissance Learning, Inc.(6)(20)	First lien senior secured loan	SR +	4.75%	04/2030	23,940	23,425		23,997		0.3	%
						127,547		128,957		1.6	%
Energy equipment and services
Pike Corp.(6)(20)	First lien senior secured loan	SR +	3.00%	01/2028	5,991	$	5,978	$	6,004	0.1	%
						5,978		6,004		0.1	%
Financial services
Acuris Finance US, Inc. (ION Analytics) (7)(20)	First lien senior secured loan	SR +	4.00%	02/2028	10,500	$	10,441	$	10,477	0.1	%
Boost Newco Borrower, LLC (dba WorldPay)(7)(20)(21)	First lien senior secured loan	SR +	3.00%	09/2030	25,000	24,875		25,095		0.3	%
BTRS Holdings Inc. (dba Billtrust)(7)	First lien senior secured loan	SR +	8.00%	12/2028	10,850	10,565		10,688		0.1	%
BTRS Holdings Inc. (dba Billtrust)(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	8.00%	12/2024	449	449		436		0.0	%
BTRS Holdings Inc. (dba Billtrust)(7)(15)	First lien senior secured revolving loan	SR +	7.25%	12/2028	289	261		272		0.0	%
Citco Funding LLC(7)(20)(21)	First lien senior secured loan	SR +	3.25%	04/2028	14,963	14,888		15,000		0.2	%
Computer Services, Inc. (dba CSI)(7)	First lien senior secured loan	SR +	6.75%	11/2029	30,271	29,734		30,271		0.3	%
Computer Services, Inc. (dba CSI)(7)	First lien senior secured loan	SR +	6.00%	11/2029	5,095	5,045		5,044		0.1	%
Deerfield Dakota Holdings(7)(20)	First lien senior secured loan	SR +	3.75%	04/2027	22,972	22,561		22,724		0.3	%
Finastra USA, Inc.(8)(21)	First lien senior secured loan	SR +	7.25%	09/2029	164,763	163,150		163,116		1.8	%
Finastra USA, Inc.(6)(15)(21)	First lien senior secured revolving loan	SR +	7.25%	09/2029	4,524	4,353		4,353		0.0	%
Helios Software Holdings, Inc.(7)(20)(21)	First lien senior secured loan	SR +	4.25%	07/2030	5,611	5,424		5,597		0.1	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

KRIV Acquisition Inc. (dba Riveron)(7)	First lien senior secured loan	SR +	6.25%	07/2029	81,295	78,997		79,060		0.9	%
KRIV Acquisition Inc. (dba Riveron)(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.25%	07/2025	—	(167)		(152)		0.0	%
KRIV Acquisition Inc. (dba Riveron)(7)(15)(16)	First lien senior secured revolving loan	SR +	6.25%	07/2029	—	(302)		(301)		0.0	%
NMI Acquisitionco, Inc. (dba Network Merchants)(6)	First lien senior secured loan	SR +	5.75%	09/2025	12,304	12,225		12,242		0.1	%
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(15)(16)	First lien senior secured revolving loan	SR +	5.75%	09/2025	—	(4)		(3)		0.0	%
Saphilux S.a.r.L (dba IQ EQ)(8)(20)(21)	First lien senior secured loan	SR +	4.75%	07/2028	22,500	22,165		22,514		0.3	%
Smarsh Inc.(7)	First lien senior secured loan	SR +	5.75%	02/2029	83,048	82,388		82,840		0.9	%
Smarsh Inc.(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	02/2024	10,381	10,219		10,355		0.1	%
Smarsh Inc.(7)(15)(16)	First lien senior secured revolving loan	SR +	5.75%	02/2029	—	(6)		(2)		0.0	%
USI, Inc.(7)(20)	First lien senior secured loan	SR +	3.25%	09/2030	14,963	14,925		14,967		0.2	%
						512,186		514,593		5.8	%
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(6)(20)	First lien senior secured loan	SR +	4.00%	09/2028	13,720	$	13,617	$	13,484	0.2	%
Balrog Acquisition, Inc. (dba BakeMark)(6)	Second lien senior secured loan	SR +	7.00%	09/2029	6,000	5,960		5,925		0.1	%
Blast Bidco Inc.(7)	First lien senior secured loan	SR +	6.00%	10/2030	35,821	34,946		34,925		0.4	%
Blast Bidco Inc.(7)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	10/2029	—	(100)		(104)		0.0	%
Dessert Holdings(6)	First lien senior secured loan	SR +	4.00%	06/2028	19,599	19,526		17,639		0.2	%
Hissho Sushi Merger Sub, LLC(7)	First lien senior secured loan	SR +	5.50%	05/2028	111,981	111,105		111,981		1.3	%
Hissho Sushi Merger Sub, LLC(7)(15)(16)	First lien senior secured revolving loan	SR +	5.50%	05/2028	—	(64)		—		0.0	%
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(6)	First lien senior secured loan	SR +	6.25%	03/2027	275,000	271,486		271,564		3.0	%
KBP Brands, LLC(7)	First lien senior secured loan	SR +	6.50% (1.00% PIK)	05/2027	14,700	14,571		14,443		0.2	%
KBP Brands, LLC(7)	First lien senior secured delayed draw term loan	SR +	6.50% (1.00% PIK)	05/2027	33,687	33,413		33,097		0.4	%
Naked Juice LLC (dba Tropicana)(7)(20)	First lien senior secured loan	SR +	3.25%	01/2029	14,158	14,137		13,661		0.2	%
Ole Smoky Distillery, LLC(6)	First lien senior secured loan	SR +	5.50%	03/2028	30,477	29,995		30,020		0.4	%
Ole Smoky Distillery, LLC(6)(15)(16)	First lien senior secured revolving loan	SR +	5.25%	03/2028	—	(47)		(50)		0.0	%
Pegasus BidCo B.V.(7)(20)	First lien senior secured loan	SR +	4.25%	07/2029	10,395	10,307		10,386		0.1	%
Rushmore Investment III LLC (dba Winland Foods)(6)	First lien senior secured loan	SR +	6.00%	10/2030	317,200	312,216		312,125		3.5	%
Shearer's Foods, LLC(6)(20)	First lien senior secured loan	SR +	3.50%	09/2027	39,163	39,162		39,179		0.4	%
Sovos Brands Intermediate, Inc.(7)(20)	First lien senior secured loan	SR +	3.50%	06/2028	10,145	10,138		10,173		0.1	%
Ultimate Baked Goods Midco, LLC(6)	First lien senior secured loan	SR +	6.25%	08/2027	16,170	15,901		16,170		0.2	%
Ultimate Baked Goods Midco, LLC(6)(15)(16)	First lien senior secured revolving loan	SR +	6.25%	08/2027	—	(30)		—		0.0	%
						936,239		934,618		10.7	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Healthcare equipment and services
Bamboo US BidCo LLC(7)	First lien senior secured loan	SR +	6.00%	09/2030	96,615		$	93,788	$	93,717	1.1	%
Bamboo US BidCo LLC(10)	First lien senior secured EUR term loan	E +	6.00%	09/2030	€	60,112	61,996		64,411		0.7	%
Bamboo US BidCo LLC(6)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	10/2029	—		(578)		(604)		0.0	%
Bamboo US BidCo LLC(6)(15)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	03/2025	1,037		803		795		0.0	%
Canadian Hospital Specialties Ltd.(9)(21)	First lien senior secured CAD term loan	C +	4.50%	04/2028	$	4,883	3,860		3,611		0.0	%
Canadian Hospital Specialties Ltd.(9)(15)(21)	First lien senior secured CAD revolving loan	C +	4.50%	04/2027	$	494	393		364		0.0	%
Confluent Medical Technologies, Inc.(7)	First lien senior secured loan	SR +	3.75%	02/2029	24,724		24,627		24,600		0.3	%
Confluent Medical Technologies, Inc.(7)	Second lien senior secured loan	SR +	6.50%	02/2030	46,000		45,236		45,655		0.5	%
Dermatology Intermediate Holdings III, Inc.(7)(20)	First lien senior secured loan	SR +	4.25%	03/2029	15,443		15,176		14,898		0.2	%
CSC MKG Topco LLC (dba Medical Knowledge Group)(6)	First lien senior secured loan	SR +	5.75%	02/2029	99,783		98,182		98,286		1.1	%
Medline Borrower, LP(6)(20)	First lien senior secured loan	SR +	3.00%	10/2028	24,563		24,474		24,663		0.3	%
Medline Borrower, LP(6)(15)(16)	First lien senior secured revolving loan	SR +	3.00%	10/2026	—		(25)		(20)		0.0	%
Natus Medical, Inc.(7)	First lien senior secured loan	SR +	5.50%	07/2029	495		466		460		0.0	%
Packaging Coordinators Midco, Inc.(7)(20)	First lien senior secured loan	SR +	3.50%	11/2027	4,713		4,643		4,711		0.1	%
Packaging Coordinators Midco, Inc.(6)	Second lien senior secured loan	SR +	7.00%	12/2029	53,918		52,546		53,784		0.6	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(6)(21)	First lien senior secured loan	SR +	6.75%	01/2028	50,388		49,833		50,262		0.6	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(15)(21)	First lien senior secured revolving loan	SR +	6.75%	01/2026	19		18		19		0.0	%
PERKINELMER U.S. LLC(6)	First lien senior secured loan	SR +	6.75%	03/2029	77,704		76,302		77,704		0.9	%
PERKINELMER U.S. LLC(6)	First lien senior secured loan	SR +	5.75%	03/2029	35,208		34,856		34,856		0.4	%
Resonetics, LLC(7)	First lien senior secured loan	SR +	6.00%	04/2028	55,357		53,768		55,357		0.6	%
Resonetics, LLC(7)(20)	First lien senior secured loan	SR +	4.00%	04/2028	15,434		15,342		15,419		0.2	%
Rhea Parent, Inc.(7)	First lien senior secured loan	SR +	5.50%	02/2029	76,601		75,389		76,218		0.9	%
Zest Acquisition Corp.(6)(19)	First lien senior secured loan	SR +	5.50%	02/2028	19,734		19,111		19,241		0.2	%
							750,206		758,407		8.7	%
Healthcare providers and services
Allied Benefit Systems Intermediate LLC(7)	First lien senior secured loan	SR +	5.25%	10/2030	17,753		$	17,491	$	17,486	0.2	%
Allied Benefit Systems Intermediate LLC(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.25%	10/2025	—		(24)		(24)		0.0	%
BELMONT BUYER, INC. (dba Valenz)(8)	First lien senior secured loan	SR +	6.50%	06/2029	56,019		54,970		55,459		0.6	%
BELMONT BUYER, INC. (dba Valenz)(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	6.50%	12/2024	5,293		5,127		5,240		0.1	%
BELMONT BUYER, INC. (dba Valenz)(7)(15)(16)	First lien senior secured revolving loan	SR +	6.50%	06/2029	—		(121)		(66)		0.0	%
Covetrus, Inc.(7)(20)	First lien senior secured loan	SR +	5.00%	10/2029	10,411		9,913		10,392		0.1	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)	Fair Value	Percentage of Net Assets

Covetrus, Inc.(7)	Second lien senior secured loan	SR +	9.25%	10/2030	160,000	157,033	159,600	1.8	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(6)	First lien senior secured loan	SR +	5.50%	03/2025	119,913	119,913	119,613	1.3	%
Ex Vivo Parent Inc. (dba OB Hospitalist)(6)	First lien senior secured loan	SR +	9.75% PIK	09/2028	36,208	35,742	35,484	0.4	%
Engage Debtco Limited(7)(21)	First lien senior secured loan	SR +	5.75% (2.25% PIK)	07/2029	91,899	89,807	90,597	1.0	%
Engage Debtco Limited(7)(21)	First lien senior secured delayed draw term loan	SR +	5.75% (2.25% PIK)	07/2029	19,876	19,483	19,529	0.2	%
HAH Group Holding Company LLC (dba Help at Home)(6)	First lien senior secured delayed draw term loan	SR +	5.00%	10/2027	8,941	8,713	8,851	0.1	%
KWOL Acquisition Inc.(8)	First lien senior secured loan	SR +	6.25%	12/2029	164,423	161,191	161,169	1.8	%
KWOL Acquisition Inc.(8)(15)	First lien senior secured revolving loan	SR +	6.25%	12/2029	6,697	6,260	6,256	0.1	%
MED ParentCo, LP(6)(20)	First lien senior secured loan	SR +	4.25%	08/2026	22,540	22,256	22,283	0.3	%
MJH Healthcare Holdings, LLC(6)(20)	First lien senior secured loan	SR +	3.50%	01/2029	19,650	19,589	19,528	0.2	%
Natural Partners, LLC(7)(21)	First lien senior secured loan	SR +	4.50%	11/2027	67,987	66,992	67,647	0.8	%
Natural Partners, LLC(7)(15)(16)(21)	First lien senior secured revolving loan	SR +	4.50%	11/2027	—	(69)	(25)	0.0	%
Neptune Holdings, Inc. (dba NexTech)(8)	First lien senior secured loan	SR +	6.00%	08/2030	30,882	30,135	30,110	0.3	%
Neptune Holdings, Inc. (dba NexTech)(8)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	08/2029	—	(98)	(103)	0.0	%
OB Hospitalist Group, Inc.(7)	First lien senior secured loan	SR +	5.50%	09/2027	60,421	59,599	59,666	0.7	%
OB Hospitalist Group, Inc.(6)(15)	First lien senior secured revolving loan	SR +	5.50%	09/2027	3,091	2,991	2,991	0.0	%
OneOncology LLC(7)	First lien senior secured loan	SR +	6.25%	06/2030	71,167	70,158	70,811	0.8	%
OneOncology LLC(7)(15)(16)	First lien senior secured revolving loan	SR +	6.25%	06/2029	—	(194)	(71)	0.0	%
OneOncology LLC(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.25%	12/2024	—	(154)	—	0.0	%
Pacific BidCo Inc.(8)(21)	First lien senior secured loan	SR +	5.75% (3.20% PIK)	08/2029	163,958	160,526	162,319	1.8	%
Pacific BidCo Inc.(8)(15)(16)(17)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	08/2025	—	(179)	—	0.0	%
PetVet Care Centers, LLC(6)	First lien senior secured loan	SR +	6.00%	11/2030	242,965	240,567	240,414	2.7	%
PetVet Care Centers, LLC(6)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	11/2025	—	(156)	(16)	0.0	%
PetVet Care Centers, LLC(6)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	11/2029	—	(354)	(349)	0.0	%
Phoenix Newco, Inc. (dba Parexel)(6)(20)	First lien senior secured loan	SR +	3.25%	11/2028	19,650	19,577	19,754	0.2	%
Phoenix Newco, Inc. (dba Parexel)(6)	Second lien senior secured loan	SR +	6.50%	11/2029	140,000	138,834	140,000	1.6	%
Physician Partners, LLC(7)(20)	First lien senior secured loan	SR +	4.00%	12/2028	18,312	17,885	17,259	0.2	%
Physician Partners, LLC(7)	First lien senior secured loan	SR +	5.50%	12/2028	125,000	118,753	121,250	1.4	%
Plasma Buyer LLC (dba Pathgroup)(7)	First lien senior secured loan	SR +	5.75%	05/2029	108,755	106,970	106,580	1.2	%
Plasma Buyer LLC (dba Pathgroup)(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	05/2024	—	(219)	(286)	0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Plasma Buyer LLC (dba Pathgroup)(7)(15)	First lien senior secured revolving loan	SR +	5.75%	05/2028	4,079	3,901		3,834		0.0	%
Pediatric Associates Holding Company, LLC(6)	First lien senior secured loan	SR +	4.50%	12/2028	24,875	23,963		24,502		0.3	%
Pediatric Associates Holding Company, LLC(6)	First lien senior secured loan	SR +	3.25%	12/2028	19,650	19,585		18,962		0.2	%
Pediatric Associates Holding Company, LLC(6)	First lien senior secured delayed draw term loan	SR +	3.25%	12/2028	3,506	3,495		3,384		0.0	%
PPV Intermediate Holdings, LLC(7)	First lien senior secured loan	SR +	5.75%	08/2029	163,397	160,593		161,354		1.8	%
PPV Intermediate Holdings, LLC(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	09/2025	—	(48)		(25)		0.0	%
PPV Intermediate Holdings, LLC(7)(15)(16)	First lien senior secured revolving loan	SR +	5.75%	08/2029	—	(192)		(148)		0.0	%
Surgery Center Holdings, Inc.(7)(20)(21)	First lien senior secured loan	SR +	3.50%	12/2030	2,000	1,980		2,006		0.0	%
TC Holdings, LLC (dba TrialCard)(7)	First lien senior secured loan	SR +	5.00%	04/2027	63,761	63,312		63,761		0.7	%
TC Holdings, LLC (dba TrialCard)(7)(15)(16)	First lien senior secured revolving loan	SR +	5.00%	04/2027	—	(51)		—		0.0	%
Tivity Health, Inc.(7)	First lien senior secured loan	SR +	6.00%	06/2029	150,100	146,966		148,974		1.7	%
Unified Women's Healthcare, LP(6)	First lien senior secured loan	SR +	5.25%	06/2029	82,874	82,359		82,874		0.9	%
Unified Women's Healthcare, LP(6)	First lien senior secured loan	SR +	5.50%	06/2029	27,600	27,397		27,600		0.3	%
Unified Women's Healthcare, LP(6)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.50%	10/2025	—	(151)		—		0.0	%
Unified Women's Healthcare, LP(6)(15)(16)	First lien senior secured revolving loan	SR +	5.25%	06/2029	—	(47)		—		0.0	%
Quva Pharma, Inc. (6)	First lien senior secured loan	SR +	5.50%	04/2028	4,443	4,353		4,410		0.0	%
Quva Pharma, Inc. (6)(15)(16)	First lien senior secured revolving loan	SR +	5.50%	04/2026	—	(6)		(3)		0.0	%
Vermont Aus Pty Ltd(7)(21)	First lien senior secured loan	SR +	5.50%	03/2028	53,546	52,535		53,011		0.6	%
XRL 1 LLC (f/k/a XOMA)(14)	First lien senior secured loan		9.88%	12/2038	58,500	57,262		57,184		0.6	%
XRL 1 LLC (f/k/a XOMA)(14)(15)(16)(17)	First lien senior secured delayed draw term loan		9.88%	12/2025	—	(67)		(101)		0.0	%
						2,406,046		2,420,927		27.0	%
Healthcare technology
Athenahealth Group Inc.(6)(20)	First lien senior secured loan	SR +	3.25%	02/2029	29,337	$	28,982	$	29,175	0.3	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(7)	First lien senior secured loan	SR +	5.75%	08/2028	53,224	52,609		52,559		0.6	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(6)	First lien senior secured delayed draw term loan	SR +	5.75%	08/2028	6,440	6,348		6,359		0.1	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	—	(254)		(66)		0.0	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(15)	First lien senior secured revolving loan	SR +	5.75%	08/2026	1,448	1,409		1,390		0.0	%
Bracket Intermediate Holding Corp.(7)(20)	First lien senior secured loan	SR +	5.00%	05/2028	49,750	48,414		49,675		0.6	%
Color Intermediate, LLC (dba ClaimsXten)(7)	First lien senior secured loan	SR +	5.50%	10/2029	9,165	9,006		9,073		0.1	%
IMO Investor Holdings, Inc.(7)	First lien senior secured loan	SR +	6.00%	05/2029	20,585	20,247		20,482		0.2	%
IMO Investor Holdings, Inc.(8)(15)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	05/2024	1,825	1,770		1,816		0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

IMO Investor Holdings, Inc.(7)(15)	First lien senior secured revolving loan	SR +	6.00%	05/2028	99	63		87		0.0	%
Indikami Bidco, LLC(6)	First lien senior secured loan	SR +	6.00%	12/2030	37,540	36,698		36,695		0.4	%
Indikami Bidco, LLC(6)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2025	—	(53)		(41)		0.0	%
Indikami Bidco, LLC(6)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	06/2030	—	(105)		(106)		0.0	%
Interoperability Bidco, Inc. (dba Lyniate)(7)	First lien senior secured loan	SR +	7.00%	12/2026	75,182	74,859		74,054		0.8	%
Interoperability Bidco, Inc. (dba Lyniate)(7)(15)	First lien senior secured revolving loan	SR +	7.00%	12/2024	2,528	2,499		2,437		0.0	%
GHX Ultimate Parent Corporation(7)(20)	First lien senior secured loan	SR +	4.75%	06/2027	12,438	12,168		12,442		0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(7)	First lien senior secured loan	SR +	5.75%	10/2028	20,606	20,299		20,297		0.2	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	03/2024	2,370	2,279		2,296		0.0	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(7)(15)	First lien senior secured revolving loan	SR +	5.75%	10/2027	1,004	983		979		0.0	%
Imprivata, Inc.(6)(20)	First lien senior secured loan	SR +	4.25%	12/2027	10,450	10,161		10,480		0.1	%
Imprivata, Inc.(7)	Second lien senior secured loan	SR +	6.25%	12/2028	50,294	49,791		50,294		0.6	%
Ocala Bidco, Inc.(6)	First lien senior secured loan	SR +	6.25% (2.75% PIK)	11/2028	84,012	82,524		82,962		0.9	%
Ocala Bidco, Inc.(6)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	05/2024	—	(74)		—		0.0	%
Ocala Bidco, Inc.(6)	Second lien senior secured loan	SR +	10.50% PIK	11/2033	50,557	49,863		50,052		0.6	%
Intelerad Medical Systems Incorporated(7)(21)	First lien senior secured loan	SR +	6.50%	08/2026	29,777	29,549		28,958		0.3	%
Intelerad Medical Systems Incorporated(7)(21)	First lien senior secured revolving loan	SR +	6.50%	08/2026	2,049	2,038		1,993		0.0	%
PointClickCare Technologies Inc.(7)(21)	First lien senior secured loan	SR +	4.00%	12/2027	19,650	19,433		19,650		0.2	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(6)(20)	First lien senior secured loan	SR +	3.25%	03/2028	19,789	19,362		19,753		0.2	%
Zelis Cost Management Buyer, Inc.(6)(20)	First lien senior secured loan	SR +	3.50%	09/2026	4,850	4,823		4,854		0.1	%
						585,691		588,599		6.4	%
Household products
Aptive Environmental, LLC(14)	First lien senior secured loan		12.00% (6.00% PIK)	01/2026	9,091	$	8,102	$	9,318	0.1	%
Home Service TopCo IV, Inc.(7)	First lien senior secured loan	SR +	6.00%	12/2027	36,289	35,961		36,016		0.4	%
Home Service TopCo IV, Inc.(7)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	12/2027	—	(30)		(25)		0.0	%
Home Service TopCo IV, Inc.(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2024	—	(37)		(21)		0.0	%
Mario Purchaser, LLC (dba Len the Plumber)(6)	First lien senior secured loan	SR +	5.75%	04/2029	75,141	73,916		74,766		0.8	%
Mario Purchaser, LLC (dba Len the Plumber)(6)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	04/2024	18,290	17,833		18,198		0.2	%
Mario Purchaser, LLC (dba Len the Plumber)(6)(15)	First lien senior secured revolving loan	SR +	5.75%	04/2028	2,411	2,296		2,371		0.0	%
Mario Midco Holdings, Inc. (dba Len the Plumber)(6)	Unsecured facility	SR +	10.75% PIK	04/2032	27,855	27,260		27,647		0.3	%
Simplisafe Holding Corporation(6)	First lien senior secured loan	SR +	6.25%	05/2028	126,469	124,507		125,204		1.4	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Simplisafe Holding Corporation(6)(15)(17)	First lien senior secured delayed draw term loan	SR +	6.25%	05/2024	4,258	4,104		4,216		0.0	%
Southern Air & Heat Holdings, LLC(7)	First lien senior secured loan	SR +	4.75%	10/2027	1,068	1,058		1,058		0.0	%
Southern Air & Heat Holdings, LLC(8)	First lien senior secured delayed draw term loan	SR +	4.75%	10/2027	1,115	1,104		1,103		0.0	%
Southern Air & Heat Holdings, LLC(8)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.25%	10/2027	2,742	1,615		2,585		0.0	%
Southern Air & Heat Holdings, LLC(7)(15)	First lien senior secured revolving loan	SR +	4.75%	10/2027	23	20		20		0.0	%
Walker Edison Furniture Company LLC(6)(24)(30)	First lien senior secured loan	SR +	6.75% PIK	03/2027	2,878	2,452		2,648		0.0	%
Walker Edison Furniture Company LLC(6)(24)(30)	First lien senior secured delayed draw term loan	SR +	6.75% PIK	03/2027	345	333		318		0.0	%
Walker Edison Furniture Company LLC(6)(15)(16)(17)(24)(30)	First lien senior secured delayed draw term loan	SR +	6.75% PIK	03/2027	—	—		(67)		0.0	%
Walker Edison Furniture Company LLC(6)(24)(30)	First lien senior secured revolving loan	SR +	6.25%	03/2027	1,333	1,333		1,247		0.0	%
						301,827		306,602		3.2	%
Human resource support services
AQ Carver Buyer, Inc. (dba CoAdvantage)(8)(20)	First lien senior secured loan	SR +	5.50%	08/2029	22,444	$	22,000	$	22,500	0.3	%
Cornerstone OnDemand, Inc.(6)(19)(20)	First lien senior secured loan	SR +	3.75%	10/2028	19,650	19,578		18,968		0.2	%
Cornerstone OnDemand, Inc.(6)	Second lien senior secured loan	SR +	6.50%	10/2029	44,583	44,054		41,908		0.5	%
IG Investments Holdings, LLC (dba Insight Global)(7)	First lien senior secured loan	SR +	6.00%	09/2028	47,545	46,859		47,188		0.5	%
IG Investments Holdings, LLC (dba Insight Global)(7)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	09/2027	—	(45)		(27)		0.0	%
iSolved, Inc.(7)(20)	First lien senior secured loan	SR +	4.00%	10/2030	27,500	27,263		27,500		0.3	%
						159,709		158,037		1.8	%
Infrastructure and environmental services
Aegion Corp.(7)(19)(20)	First lien senior secured loan	SR +	4.75%	05/2028	54,666	$	53,240	$	54,644	0.6	%
GI Apple Midco LLC (dba Atlas Technical Consultants)(6)(15)	First lien senior secured revolving loan	SR +	6.75%	04/2029	6,174	5,979		6,008		0.1	%
GI Apple Midco LLC (dba Atlas Technical Consultants)(6)	First lien senior secured loan	SR +	6.75%	04/2030	72,460	71,110		71,373		0.8	%
GI Apple Midco LLC (dba Atlas Technical Consultants)(6)(15)(17)	First lien senior secured delayed draw term loan	SR +	6.75%	04/2025	1,741	1,610		1,715		0.0	%
AWP Group Holdings, Inc.(7)	First lien senior secured loan	SR +	5.50%	12/2029	34,920	34,368		34,396		0.4	%
AWP Group Holdings, Inc.(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.50%	08/2025	350	278		310		0.0	%
AWP Group Holdings, Inc.(7)(15)	First lien senior secured revolving loan	SR +	5.50%	12/2029	1,248	1,153		1,161		0.0	%
The Goldfield Corp.(6)	First lien senior secured loan	SR +	6.25%	12/2026	1,385	1,363		1,378		0.0	%
Osmose Utilities Services, Inc.(6)(20)	First lien senior secured loan	SR +	3.25%	06/2028	16,629	16,545		16,600		0.2	%
USIC Holdings, Inc.(7)(20)	First lien senior secured loan	SR +	3.50%	05/2028	11,817	11,548		11,704		0.1	%
USIC Holdings, Inc.(7)(19)	Second lien senior secured loan	SR +	6.50%	05/2029	39,691	39,505		36,714		0.4	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(7)	First lien senior secured loan	SR +	5.75%	03/2028	32,892	32,389		32,480		0.4	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Tamarack Intermediate, L.L.C. (dba Verisk 3E)(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	1,198	1,141		1,183		0.0	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(7)(15)(16)	First lien senior secured revolving loan	SR +	5.75%	03/2028	—	(75)		(67)		0.0	%
						270,154		269,599		3.0	%
Insurance
Acrisure, LLC(7)(20)(21)	First lien senior secured loan	SR +	3.50%	02/2027	11,630	$	11,227	$	11,591	0.1	%
Acrisure, LLC(7)(20)(21)	First lien senior secured loan	SR +	4.25%	02/2027	1,975	1,928		1,977		0.0	%
Acrisure, LLC(7)(20)(21)	First lien senior secured loan	SR +	3.75%	02/2027	4,967	4,890		4,957		0.1	%
Acrisure, LLC(7)(20)(21)	First lien senior secured loan	SR +	4.50%	12/2030	59,126	58,588		59,173		0.7	%
Alera Group, Inc.(6)	First lien senior secured loan	SR +	6.00%	10/2028	148,475	146,111		148,475		1.7	%
AmeriLife Holdings LLC(6)	First lien senior secured loan	SR +	5.75%	08/2029	128,880	126,668		128,236		1.4	%
Alera Group, Inc.(6)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	11/2025	—	(223)		—		0.0	%
AmeriLife Holdings LLC(6)(15)(16)	First lien senior secured revolving loan	SR +	5.75%	08/2028	—	(253)		(81)		0.0	%
AmeriLife Holdings LLC(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	09/2024	26,858	26,368		26,724		0.3	%
AmeriLife Holdings LLC(6)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	—	(260)		—		0.0	%
AssuredPartners, Inc.(6)(20)	First lien senior secured loan	SR +	3.50%	02/2027	34,357	34,315		34,407		0.4	%
Asurion, LLC(6)(20)	Second lien senior secured loan	SR +	5.25%	01/2029	174,017	168,469		163,628		1.8	%
Asurion, LLC(6)(20)	Second lien senior secured loan	SR +	5.25%	01/2028	32,400	29,273		30,806		0.3	%
Brightway Holdings, LLC(8)	First lien senior secured loan	SR +	6.50%	12/2027	17,582	17,423		17,230		0.2	%
Brightway Holdings, LLC(7)(15)	First lien senior secured revolving loan	SR +	6.50%	12/2027	947	930		905		0.0	%
Broadstreet Partners, Inc.(6)(20)	First lien senior secured loan	SR +	3.75%	01/2029	18,728	18,703		18,758		0.2	%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(7)	First lien senior secured loan	SR +	7.50%	03/2029	909	888		895		0.0	%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(7)(15)(16)	First lien senior secured revolving loan	SR +	7.50%	03/2029	—	(2)		(1)		0.0	%
Evolution BuyerCo, Inc. (dba SIAA)(7)	First lien senior secured loan	SR +	6.25%	04/2028	26,070	25,845		25,875		0.3	%
Evolution BuyerCo, Inc. (dba SIAA)(7)	First lien senior secured delayed draw term loan	SR +	6.75%	04/2028	1,586	1,584		1,582		0.0	%
Evolution BuyerCo, Inc. (dba SIAA)(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2025	734	701		727		0.0	%
Evolution BuyerCo, Inc. (dba SIAA)(7)(15)(16)	First lien senior secured revolving loan	SR +	6.25%	04/2027	—	(5)		(5)		0.0	%
Hub International(7)(20)	First lien senior secured loan	SR +	4.25%	06/2030	9,975	9,883		10,013		0.1	%
Hyperion Refinance S.a.r.l (dba Howden Group)(6)(21)	First lien senior secured loan	SR +	5.25%	11/2027	92,823	91,280		92,823		1.0	%
Hyperion Refinance S.a.r.l (dba Howden Group)(7)(20)(21)	First lien senior secured loan	SR +	4.00%	04/2030	34,912	34,650		34,947		0.4	%
IMA Financial Group, Inc.(6)	First lien senior secured loan	SR +	3.75%	11/2028	70,619	70,290		70,442		0.8	%
Integrated Specialty Coverages, LLC(7)	First lien senior secured loan	SR +	6.00%	07/2030	55,101	54,309		54,274		0.6	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Integrated Specialty Coverages, LLC(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	01/2024	—	(75)		(32)		0.0	%
Integrated Specialty Coverages, LLC(7)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	07/2029	—	(83)		(89)		0.0	%
Integrity Marketing Acquisition, LLC(7)	First lien senior secured loan	SR +	5.80%	08/2026	55,173	55,054		55,173		0.6	%
Integrity Marketing Acquisition, LLC(7)	First lien senior secured loan	SR +	6.00%	08/2026	2,787	2,762		2,787		0.0	%
Integrity Marketing Acquisition, LLC(7)	First lien senior secured loan	SR +	6.05%	08/2026	5,464	5,451		5,464		0.0	%
Integrity Marketing Acquisition, LLC(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	02/2025	1,646	1,534		1,646		0.0	%
Integrity Marketing Acquisition, LLC(7)(15)(16)	First lien senior secured revolving loan	SR +	6.50%	08/2026	—	(23)		—		0.0	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(7)	First lien senior secured loan	SR +	10.50% PIK	07/2030	13,931	13,778		13,896		0.2	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(6)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.25%	06/2024	2,383	2,294		2,377		0.0	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(6)	First lien senior secured loan	SR +	6.00%	11/2028	184,888	183,285		184,428		2.1	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(6)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	11/2027	—	(16)		(6)		0.0	%
PCF Midco II, LLC (dba PCF Insurance Services)(14)	First lien senior secured loan		9.00% PIK	10/2031	53,879	50,254		50,107		0.6	%
Tempo Buyer Corp. (dba Global Claims Services)(7)	First lien senior secured loan	SR +	5.50%	08/2028	35,793	35,272		35,525		0.4	%
Tempo Buyer Corp. (dba Global Claims Services)(13)(15)	First lien senior secured revolving loan	P +	4.00%	08/2027	1,651	1,588		1,612		0.0	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(8)	First lien senior secured loan	SR +	5.75%	07/2027	14,792	14,598		14,681		0.2	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(8)(15)(16)	First lien senior secured revolving loan	SR +	5.75%	07/2027	—	(13)		(8)		0.0	%
Summit Acquisition Inc. (dba K2 Insurance Services)(7)	First lien senior secured loan	SR +	6.75%	05/2030	50,474	49,056		49,338		0.6	%
Summit Acquisition Inc. (dba K2 Insurance Services)(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.75%	11/2024	—	(166)		(92)		0.0	%
Summit Acquisition Inc. (dba K2 Insurance Services)(7)(15)(16)	First lien senior secured revolving loan	SR +	6.75%	05/2029	—	(164)		(138)		0.0	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(6)	First lien senior secured loan	SR +	5.25%	12/2028	32,456	32,044		32,375		0.4	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(13)(15)	First lien senior secured revolving loan	P +	4.25%	12/2027	1,468	1,434		1,460		0.0	%
						1,381,444		1,388,862		15.5	%
Internet software and services
Activate Holdings (US) Corp. (dba Absolute Software)(7)(21)	First lien senior secured loan	SR +	6.75%	07/2030	4,636	$	4,514	$	4,520	0.1	%
Activate Holdings (US) Corp. (dba Absolute Software)(7)(15)(21)	First lien senior secured revolving loan	SR +	6.75%	07/2030	70	61		62		0.0	%
Anaplan, Inc.(7)	First lien senior secured loan	SR +	6.50%	06/2029	224,639	222,786		224,639		2.5	%
Anaplan, Inc.(7)(15)(16)	First lien senior secured revolving loan	SR +	6.50%	06/2028	—	(123)		—		0.0	%
Appfire Technologies, LLC(7)	First lien senior secured loan	SR +	5.50%	03/2027	7,718	7,673		7,679		0.1	%
Appfire Technologies, LLC(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	5.50%	06/2024	—	(97)		—		0.0	%
Appfire Technologies, LLC(13)(15)	First lien senior secured revolving loan	P +	4.50%	03/2027	373	357		365		0.0	%
Avalara, Inc.(7)	First lien senior secured loan	SR +	7.25%	10/2028	70,455	69,556		70,102		0.8	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(23)	Fair Value	Percentage of Net Assets

Avalara, Inc.(7)(15)(16)	First lien senior secured revolving loan	SR +	7.25%	10/2028	—		(84)	(35)	0.0	%
Armstrong Bidco Limited (dba The Access Group)(12)(21)	First lien senior secured GBP term loan	SA +	5.25%	06/2029	£	26,570	32,007	33,618	0.4	%
Armstrong Bidco Limited (dba The Access Group)(12)(21)	First lien senior secured GBP delayed draw term loan	SA +	5.25%	06/2029	£	13,863	16,697	17,540	0.2	%
Barracuda Parent, LLC(7)(20)	First lien senior secured loan	SR +	4.50%	08/2029	27,374		26,673	26,656	0.3	%
Barracuda Parent, LLC(7)	Second lien senior secured loan	SR +	7.00%	08/2030	93,250		90,768	87,655	1.0	%
Bayshore Intermediate #2, L.P. (dba Boomi)(7)	First lien senior secured loan	SR +	7.50% PIK	10/2028	24,342		24,018	24,038	0.3	%
Bayshore Intermediate #2, L.P. (dba Boomi)(7)(15)	First lien senior secured revolving loan	SR +	6.75%	10/2027	319		296	299	0.0	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(7)	First lien senior secured loan	SR +	7.50% PIK	12/2026	1,124		1,118	1,124	0.0	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(7)(15)(16)	First lien senior secured revolving loan	SR +	7.50%	12/2026	—		(1)	—	0.0	%
Central Parent Inc. (dba CDK Global Inc.)(7)(20)	First lien senior secured loan	SR +	4.00%	07/2029	9,330		9,307	9,367	0.1	%
CivicPlus, LLC(7)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	08/2027	28,245		28,050	28,245	0.4	%
CivicPlus, LLC(6)(15)	First lien senior secured revolving loan	SR +	6.00%	08/2027	763		748	763	0.0	%
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(6)	Unsecured notes	SR +	11.75% PIK	06/2034	17,052		16,698	17,008	0.2	%
Cloud Software Group, Inc.(7)(20)	First lien senior secured loan	SR +	4.50%	03/2029	74,811		71,444	72,933	0.8	%
Coupa Holdings, LLC(6)	First lien senior secured loan	SR +	7.50%	02/2030	24,344		23,784	23,857	0.3	%
Coupa Holdings, LLC(6)(15)(16)	First lien senior secured revolving loan	SR +	7.50%	02/2029	—		(36)	(33)	0.0	%
Coupa Holdings, LLC(6)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	7.50%	08/2024	—		(24)	(16)	0.0	%
Crewline Buyer, Inc.(7)	First lien senior secured loan	SR +	6.75%	11/2030	165,368		162,923	162,888	1.8	%
Crewline Buyer, Inc.(7)(15)(16)	First lien senior secured revolving loan	SR +	6.75%	11/2030	—		(253)	(258)	0.0	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(8)(20)	First lien senior secured loan	SR +	3.75%	12/2027	29,044		27,646	28,971	0.3	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(7)	Second lien senior secured loan	SR +	7.25%	12/2028	49,222		48,996	49,222	0.6	%
EET Buyer, Inc. (dba e-Emphasys)(7)	First lien senior secured loan	SR +	6.50%	11/2027	36,349		35,989	36,349	0.4	%
EET Buyer, Inc. (dba e-Emphasys)(8)(15)	First lien senior secured revolving loan	SR +	6.50%	11/2027	677		647	677	0.0	%
Entrata, Inc.(6)	First lien senior secured loan	SR +	6.00%	07/2030	4,487		4,423	4,420	0.0	%
Entrata, Inc.(6)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	07/2028	—		(7)	(8)	0.0	%
E2open, LLC(6)(20)	First lien senior secured loan	SR +	3.50%	02/2028	5,187		5,180	5,186	0.1	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(7)	First lien senior secured loan	SR +	5.50%	08/2027	8,179		8,044	7,892	0.1	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(7)	First lien senior secured delayed draw term loan	SR +	5.50%	08/2027	1,840		1,819	1,776	0.0	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(7)(15)	First lien senior secured revolving loan	SR +	5.50%	08/2027	303		290	273	0.0	%
Granicus, Inc.(7)	First lien senior secured loan	SR +	5.50%	01/2027	1,823		1,798	1,818	0.0	%
Granicus, Inc.(7)(15)	First lien senior secured revolving loan	SR +	6.50%	01/2027	34		32	33	0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(23)	Fair Value	Percentage of Net Assets

Granicus, Inc.(7)	First lien senior secured delayed draw term loan	SR +	6.00%	01/2027	340		336	339	0.0	%
Grayshift, LLC(6)(21)	First lien senior secured loan	SR +	8.00%	07/2028	128,368		126,355	126,443	1.5	%
Grayshift, LLC(6)(15)(16)(21)	First lien senior secured revolving loan	SR +	7.50%	07/2028	—		(18)	(36)	0.0	%
GS Acquisitionco, Inc. (dba insightsoftware)(7)	First lien senior secured loan	SR +	5.50%	05/2026	8,902		8,876	8,879	0.1	%
Help/Systems Holdings, Inc.(7)(20)	First lien senior secured loan	SR +	4.00%	11/2026	63,870		63,583	60,383	0.7	%
Help/Systems Holdings, Inc.(7)	Second lien senior secured loan	SR +	6.75%	11/2027	25,000		24,753	21,688	0.2	%
Hyland Software, Inc.(6)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	09/2029	—		(100)	(105)	0.0	%
Hyland Software, Inc.(6)	First lien senior secured loan	SR +	6.00%	09/2030	147,235		145,088	145,027	1.6	%
Ivanti Software, Inc.(7)(20)	First lien senior secured loan	SR +	4.25%	12/2027	12,967		12,098	12,280	0.1	%
Ivanti Software, Inc.(7)(20)	Second lien senior secured loan	SR +	7.25%	12/2028	19,000		18,927	15,200	0.2	%
MessageBird BidCo B.V.(6)(21)	First lien senior secured loan	SR +	6.75%	05/2027	2,500		2,465	2,494	0.0	%
Ministry Brands Holdings, LLC(6)	First lien senior secured loan	SR +	5.50%	12/2028	48,570		47,820	47,599	0.5	%
Ministry Brands Holdings, LLC(6)	First lien senior secured delayed draw term loan	SR +	5.50%	12/2028	4,898		4,840	4,800	0.1	%
Ministry Brands Holdings, LLC(6)(15)	First lien senior secured revolving loan	SR +	5.50%	12/2027	2,531		2,468	2,436	0.0	%
Mitnick Corporate Purchaser, Inc.(6)(15)(19)	First lien senior secured revolving loan	SR +	2.00%	05/2027	—		5	—	0.0	%
Oranje Holdco, Inc. (dba KnowBe4)(7)	First lien senior secured loan	SR +	7.50%	02/2029	81,182		80,097	80,370	0.9	%
Oranje Holdco, Inc. (dba KnowBe4)(7)(15)(16)	First lien senior secured revolving loan	SR +	7.50%	02/2029	—		(129)	(101)	0.0	%
QAD, Inc.(6)	First lien senior secured loan	SR +	5.38%	11/2027	45,686		45,048	45,001	0.5	%
QAD, Inc.(6)(15)(16)	First lien senior secured revolving loan	SR +	5.38%	11/2027	—		(77)	(90)	0.0	%
Quartz Acquireco, LLC (dba Qualtrics AcquireCo, LLC)(6)	First lien senior secured loan	SR +	3.50%	06/2030	9,975		9,884	9,900	0.1	%
Perforce Software, Inc.(6)	First lien senior secured loan	SR +	4.50%	07/2026	14,775		14,536	14,738	0.2	%
Project Alpha Intermediate Holding, Inc.(6)(20)	First lien senior secured loan	SR +	4.75%	10/2030	77,000		75,460	77,254	0.9	%
Proofpoint, Inc.(6)(20)	First lien senior secured loan	SR +	3.25%	08/2028	12,108		11,759	12,096	0.1	%
Proofpoint, Inc.(6)(20)	Second lien senior secured loan	SR +	6.25%	08/2029	7,500		7,471	7,556	0.1	%
Sailpoint Technologies Holdings, Inc.(6)	First lien senior secured loan	SR +	6.00%	08/2029	59,880		58,797	59,431	0.7	%
Sailpoint Technologies Holdings, Inc.(6)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	08/2028	—		(88)	(43)	0.0	%
Securonix, Inc.(7)	First lien senior secured loan	SR +	6.00%	04/2028	29,661		29,433	27,807	0.3	%
Securonix, Inc.(7)(15)(16)	First lien senior secured revolving loan	SR +	6.50%	04/2028	—		(38)	(334)	0.0	%
Sedgwick Claims Management Services, Inc.(6)(19)(20)	First lien senior secured loan	SR +	3.75%	02/2028	9,925		9,750	9,949	0.1	%
Sitecore Holding III A/S(8)	First lien senior secured loan	SR +	7.75% (4.25% PIK)	03/2029	3,998		3,968	3,968	0.0	%
Sitecore USA, Inc.(8)	First lien senior secured loan	SR +	7.75% (4.25% PIK)	03/2029	24,103		23,925	23,923	0.3	%
Sitecore Holding III A/S(11)	First lien senior secured EUR term loan	E +	7.75% (4.25% PIK)	03/2029	€	23,489	24,569	25,753	0.3	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Sophos Holdings, LLC(6)(20)(21)	First lien senior secured loan	SR +	3.50%	03/2027	19,928	19,884		19,954		0.2	%
Thunder Purchaser, Inc. (dba Vector Solutions)(7)	First lien senior secured loan	SR +	5.75%	06/2028	12,777	12,687		12,714		0.1	%
Thunder Purchaser, Inc. (dba Vector Solutions)(7)(15)	First lien senior secured revolving loan	SR +	5.75%	06/2027	602	595		597		0.0	%
When I Work, Inc.(7)	First lien senior secured loan	SR +	7.00% PIK	11/2027	25,116	24,961		24,676		0.3	%
When I Work, Inc.(7)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	11/2027	—	(27)		(73)		0.0	%
Zendesk, Inc.(7)	First lien senior secured loan	SR +	6.25% (3.25% PIK)	11/2028	123,453	121,403		121,910		1.4	%
Zendesk, Inc.(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.25%	11/2024	—	(912)		(75)		0.0	%
Zendesk, Inc.(7)(15)(16)	First lien senior secured revolving loan	SR +	6.25%	11/2028	—	(202)		(155)		0.0	%
						1,973,967		1,973,778		22.3	%
Leisure and entertainment
Troon Golf, L.L.C.(7)	First lien senior secured loan	SR +	5.50%	08/2027	92,466	$	92,162	$	92,004	1.0	%
Troon Golf, L.L.C.(7)(15)(16)	First lien senior secured revolving loan	SR +	5.50%	08/2026	—	(19)		(36)		0.0	%
Troon Golf, L.L.C.(7)	First lien senior secured delayed draw term loan	SR +	5.50%	08/2027	49,400	48,866		49,153		0.6	%
						141,009		141,121		1.6	%
Manufacturing
ACR Group Borrower, LLC(7)	First lien senior secured loan	SR +	4.25%	03/2028	4,022	$	3,983	$	3,972	0.0	%
ACR Group Borrower, LLC(7)	First lien senior secured loan	SR +	5.75%	03/2028	864	854		864		0.0	%
ACR Group Borrower, LLC(7)(15)	First lien senior secured revolving loan	SR +	4.25%	03/2026	450	444		439		0.0	%
BCPE Watson (DE) ORML, LP(8)(21)(25)	First lien senior secured loan	SR +	6.50%	07/2028	101,500	100,682		100,993		1.1	%
CPM Holdings, Inc.(6)(20)	First lien senior secured loan	SR +	4.50%	09/2028	50,000	48,654		50,125		0.6	%
CPM Holdings, Inc.(6)(15)(16)	First lien senior secured revolving loan	SR +	4.50%	06/2028	—	(47)		—		0.0	%
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(6)(20)	First lien senior secured loan	SR +	3.00%	05/2030	10,716	10,618		10,747		0.1	%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(20)	First lien senior secured loan	SR +	3.75%	05/2028	19,824	19,500		19,658		0.2	%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)	Second lien senior secured loan	SR +	6.50%	05/2029	37,181	37,043		36,995		0.4	%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)	Second lien senior secured loan	SR +	6.00%	05/2029	19,160	19,121		18,921		0.2	%
FARADAY BUYER, LLC (dba MacLean Power Systems)(7)	First lien senior secured loan	SR +	6.00%	10/2028	136,295	133,623		133,569		1.5	%
FARADAY BUYER, LLC (dba MacLean Power Systems)(7)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	11/2025	—	(139)		(143)		0.0	%
Filtration Group Corporation(6)(20)	First lien senior secured loan	SR +	4.25%	10/2028	21,835	21,636		21,907		0.2	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)	First lien senior secured loan	SR +	4.00%	12/2027	18,587	18,305		18,494		0.2	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)	Second lien senior secured loan	SR +	8.25%	12/2028	11,728	11,489		11,611		0.1	%
Helix Acquisition Holdings, Inc. (dba MW Industries)(7)	First lien senior secured loan	SR +	7.00%	03/2030	61,484	59,772		59,793		0.7	%
Ideal Tridon Holdings, Inc.(7)(15)(16)	First lien senior secured revolving loan	SR +	6.75%	04/2028	—	(221)		(194)		0.0	%
Ideal Tridon Holdings, Inc.(7)	First lien senior secured loan	SR +	6.75%	04/2028	91,773	89,333		89,709		1.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units		Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

MHE Intermediate Holdings, LLC (dba OnPoint Group)(7)	First lien senior secured loan	SR +	6.00%	07/2027	69,627		69,149		69,627		0.9	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(7)	First lien senior secured loan	SR +	6.25%	07/2027	7,547		7,431		7,547		0.1	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(7)(15)(16)	First lien senior secured revolving loan	SR +	6.00%	07/2027	—		(21)		—		0.0	%
Pro Mach Group, Inc.(6)(20)	First lien senior secured loan	SR +	4.00%	08/2028	30,319		30,177		30,376		0.3	%
Sonny's Enterprises, LLC(7)	First lien senior secured loan	SR +	6.75%	08/2028	130,239		128,471		129,913		1.5	%
Sonny's Enterprises, LLC(7)(15)(16)	First lien senior secured revolving loan	SR +	6.75%	08/2027	—		(319)		(63)		0.0	%
Sonny's Enterprises, LLC(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	6.75%	11/2024	11,320		10,972		11,254		0.1	%
							820,510		826,114		9.2	%
Professional services
Apex Group Treasury, LLC(7)(21)	First lien senior secured loan	SR +	5.00%	07/2028	124,498		$	121,298	$	124,498	1.4	%
Apex Group Treasury, LLC(7)(21)	Second lien senior secured loan	SR +	6.75%	07/2029	11,618		11,462		11,560		0.2	%
Apex Service Partners, LLC(7)	First lien senior secured loan	SR +	7.00% (2.00% PIK)	10/2030	96,529		94,158		94,116		1.1	%
Apex Service Partners, LLC(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	7.00% (2.00% PIK)	10/2025	5,131		4,786		4,778		0.1	%
Apex Service Partners, LLC(7)(15)	First lien senior secured revolving loan	SR +	6.50%	10/2029	616		429		423		0.0	%
Certinia, Inc.(8)	First lien senior secured loan	SR +	7.25%	08/2029	33,088		32,460		32,426		0.4	%
Certinia, Inc.(7)(15)(16)	First lien senior secured revolving loan	SR +	7.25%	08/2029	—		(82)		(88)		0.0	%
Corporation Service Company(6)(20)	First lien senior secured loan	SR +	3.25%	11/2029	2,574		2,509		2,577		0.0	%
EM Midco2 Ltd. (dba Element Materials Technology)(7)(20)(21)	First lien senior secured loan	SR +	4.25%	06/2029	27,668		27,640		27,358		0.3	%
EP Purchaser, LLC(7)	First lien senior secured loan	SR +	4.50%	11/2028	24,813		23,903		23,882		0.3	%
Guidehouse Inc.(6)	First lien senior secured loan	SR +	5.75% (2.00% PIK)	10/2028	106,012		106,012		105,482		1.2	%
Omnia Partners, LLC(7)(20)	First lien senior secured loan	SR +	4.25%	07/2030	1,828		1,810		1,838		0.0	%
Omnia Partners, LLC(7)(15)(16)(17)(20)	First lien senior secured delayed draw term loan	SR +	4.25%	01/2024	—		(2)		—		0.0	%
Relativity ODA LLC(6)	First lien senior secured loan	SR +	6.50%	05/2027	5,094		5,053		5,094		0.1	%
Relativity ODA LLC(6)(15)(16)	First lien senior secured revolving loan	SR +	6.50%	05/2027	—		(4)		—		0.0	%
Sensor Technology Topco, Inc. (dba Humanetics)(7)	First lien senior secured loan	SR +	7.00% (2.00% PIK)	05/2026	233,111		231,701		232,528		2.6	%
Sensor Technology Topco, Inc. (dba Humanetics)(7)(15)	First lien senior secured revolving loan	SR +	6.50%	05/2026	11,485		11,363		11,433		0.1	%
Sensor Technology Topco, Inc. (dba Humanetics)(10)	First lien senior secured EUR term loan	E +	7.25% (2.25% PIK)	05/2026	€	42,018	45,368		46,299		0.5	%
Sovos Compliance, LLC(6)(20)	First lien senior secured loan	SR +	4.50%	08/2028	29,044		28,591		28,646		0.3	%
Vistage Worldwide, Inc.(7)	First lien senior secured loan	SR +	5.25%	07/2029	4,938		4,823		4,925		0.1	%
							753,278		757,775		8.7	%
Specialty retail
Ideal Image Development, LLC(7)(30)	First lien senior secured loan	SR +	6.50%	09/2027	5,795		$	5,705	$	4,361	0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Ideal Image Development, LLC(7)(30)	First lien senior secured delayed draw term loan	SR +	6.50%	02/2024	1,098	549		826		0.0	%
Ideal Image Development, LLC(7)(15)(17)(30)	First lien senior secured delayed draw term loan	SR +	6.50%	02/2024	604	220		454		0.0	%
Ideal Image Development, LLC(7)(30)	First lien senior secured revolving loan	SR +	6.50%	09/2027	915	901		688		0.0	%
Notorious Topco, LLC (dba Beauty Industry Group)(7)	First lien senior secured loan	SR +	6.75%	11/2027	222,301	219,808		207,852		2.3	%
Notorious Topco, LLC (dba Beauty Industry Group)(7)	First lien senior secured delayed draw term loan	SR +	6.75%	11/2027	5,202	5,146		4,864		0.1	%
Notorious Topco, LLC (dba Beauty Industry Group)(7)(15)	First lien senior secured revolving loan	SR +	6.75%	05/2027	352	303		9		0.0	%
Milan Laser Holdings LLC(6)	First lien senior secured loan	SR +	5.00%	04/2027	20,217	20,094		20,217		0.2	%
Milan Laser Holdings LLC(6)(15)(16)	First lien senior secured revolving loan	SR +	5.00%	04/2026	—	(15)		—		0.0	%
The Shade Store, LLC(7)	First lien senior secured loan	SR +	6.00%	10/2027	66,818	66,242		64,313		0.7	%
The Shade Store, LLC(7)	First lien senior secured loan	SR +	7.00%	10/2027	10,580	10,330		10,316		0.1	%
The Shade Store, LLC(7)(15)	First lien senior secured revolving loan	SR +	6.00%	10/2026	4,364	4,316		4,108		0.0	%
						333,599		318,008		3.4	%
Telecommunications
EOS U.S. Finco LLC(7)(21)	First lien senior secured loan	SR +	5.75%	10/2029	67,902	$	64,563	$	62,131	0.7	%
EOS U.S. Finco LLC(7)(15)(16)(17)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	05/2026	282	45		(332)		0.0	%
Park Place Technologies, LLC(6)(20)	First lien senior secured loan	SR +	5.00%	11/2027	1,133	1,105		1,126		0.0	%
						65,713		62,925		0.7	%
Transportation
Lightbeam Bidco, Inc. (dba Lazer Spot)(7)	First lien senior secured loan	SR +	6.25%	05/2030	96,397	$	95,496	$	96,397	1.1	%
Lightbeam Bidco, Inc. (dba Lazer Spot)(7)	First lien senior secured loan	SR +	5.50%	05/2030	9,853	9,805		9,783		0.1	%
Lightbeam Bidco, Inc. (dba Lazer Spot)(7)	First lien senior secured delayed draw term loan	SR +	6.25%	05/2030	14,606	14,397		14,606		0.2	%
Lightbeam Bidco, Inc. (dba Lazer Spot)(7)(15)(17)	First lien senior secured delayed draw term loan	SR +	5.50%	11/2025	6,063	5,918		5,934		0.1	%
Lightbeam Bidco, Inc. (dba Lazer Spot)(7)(15)(16)	First lien senior secured revolving loan	SR +	6.25%	05/2029	—	(104)		—		0.0	%
Motus Group, LLC(6)	Second lien senior secured loan	SR +	6.50%	12/2029	10,000	9,919		9,900		0.1	%
Safe Fleet Holdings, LLC(6)(20)	First lien senior secured loan	SR +	3.75%	02/2029	25,789	25,267		25,828		0.3	%
						160,698		162,448		1.9	%
Total non-controlled/non-affiliated portfolio company debt investments						$	15,097,749	$	15,131,634	169.6	%
Equity Investments
Asset based lending and fund finance
Amergin Asset Management, LLC(21)(22)(24)	Class A Units		N/A	N/A	50,000,000	$	—	$	—	0.0	%
						—		—		0.0	%
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(21)(22)(24)	LP Interest		N/A	N/A	33,061	$	32,911	$	40,794	0.5	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(14)(22)	Series A Convertible Preferred Stock		7.00% PIK	N/A	10,769	12,686		12,951		0.1	%
						45,597		53,745		0.6	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Buildings and real estate
Associations Finance, Inc.(14)(22)	Preferred Stock		13.50% PIK	N/A	250,000,000	$	283,802	$	287,556	3.2	%
Dodge Construction Network Holdings, L.P.(7)(22)	Series A Preferred Units	SR +	8.25%	N/A	—	3		2		0.0	%
Dodge Construction Network Holdings, L.P.(22)(24)	Class A-2 Common Units		N/A	N/A	143,963	123		98		0.0	%
						283,928		287,656		3.2	%
Business services
Denali Holding, LP (dba Summit Companies)(22)(24)	Class A Units		N/A	N/A	686,513	$	7,076	$	10,536	0.1	%
Hercules Buyer, LLC (dba The Vincit Group)(22)(24)(26)	Common Units		N/A	N/A	10	10		11		0.0	%
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(14)(22)	Perpetual Preferred Stock		11.75% PIK	N/A	53,600	59,078		60,062		0.7	%
						66,164		70,609		0.8	%
Consumer products
ASP Conair Holdings LP(22)(24)	Class A Units		N/A	N/A	9,286	$	929	$	877	0.0	%
						929		877		0.0	%
Financial services
Vestwell Holdings, Inc.(22)(24)	Series D Preferred Stock		N/A	N/A	50,726	$	1,000	$	1,000	0.0	%
						1,000		1,000		0.0	%
Food and beverage
Hissho Sushi Holdings, LLC(22)(24)	Class A Units		N/A	N/A	941,780	$	9,418	$	12,598	0.1	%
						9,418		12,598		0.1	%
Healthcare equipment and services
Maia Aggregator, LP(22)(24)	Class A-2 Units		N/A	N/A	12,921,348	$	12,921	$	12,990	0.1	%
KPCI Holdings, L.P.(22)(24)	Class A Units		N/A	N/A	1,781	2,313		2,600		0.0	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(14)(21)(22)	Class A Units		8.00% PIK	N/A	13,517	1,253		1,253		0.0	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(21)(22)(24)	Class B Units		N/A	N/A	982	164		225		0.0	%
Rhea Acquisition Holdings, LP(22)(24)	Series A-2 Units		N/A	N/A	11,964,286	11,964		16,154		0.2	%
						28,615		33,222		0.3	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(22)(24)	Class A Interests		N/A	N/A	3,520	$	3,520	$	3,105	0.0	%
KWOL Acquisition Inc.(22)(24)	Common stock		N/A	N/A	1,205	12,049		12,049		0.1	%
Romulus Intermediate Holdings 1 Inc. (dba PetVet)(14)(22)	Series A Preferred Stock		15.00% PIK	N/A	27,354,613	26,817		26,808		0.3	%
XOMA Corporation(22)(24)	Warrants		N/A	N/A	54,000	369		369		0.0	%
						42,755		42,331		0.4	%
Healthcare technology
Minerva Holdco, Inc.(14)(22)	Series A Preferred Stock		10.75% PIK	N/A	100,000	$	117,505	$	115,594	1.3	%
BEHP Co-Investor II, L.P.(21)(22)(24)	LP Interest		N/A	N/A	1,269,969	1,266		1,278		0.0	%
Orange Blossom Parent, Inc.(22)(24)	Common Equity		N/A	N/A	16,667	1,668		1,665		0.0	%
WP Irving Co-Invest, L.P.(21)(22)(24)	Partnership Units		N/A	N/A	1,250,000	1,251		1,258		0.0	%
						121,690		119,795		1.3	%
Household products
Evology, LLC(22)(24)	Class B Units		N/A	N/A	316	$	1,512	$	1,446	0.0	%
Walker Edison Holdco LLC(22)(24)	Common Equity		N/A	N/A	29,167	2,818		303		0.0	%
						4,330		1,749		0.0	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(14)(22)	Series A Preferred Stock		10.50% PIK	N/A	12,750	$	14,933	$	13,556	0.2	%
						14,933		13,556		0.2	%
Insurance
Accelerate Topco Holdings, LLC(22)(24)	Common Units		N/A	N/A	91,805	$	2,535	$	2,988	0.0	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

Evolution Parent, LP (dba SIAA)(22)(24)	LP Interest		N/A	N/A	2,703	270		318		0.0	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(22)(24)	LP Interest		N/A	N/A	421	426		408		0.0	%
Hockey Parent Holdings, L.P.(22)(24)	Class A Units		N/A	N/A	25,000	25,000		25,000		0.3	%
PCF Holdco, LLC (dba PCF Insurance Services)(14)(22)	Series A Preferred Units		15.00% PIK	N/A	19,423	15,337		16,163		0.2	%
PCF Holdco, LLC (dba PCF Insurance Services)(22)(24)	Class A Unit Warrants		N/A	N/A	1,503,286	5,129		5,054		0.0	%
PCF Holdco, LLC (dba PCF Insurance Services)(22)(24)	Class A Units		N/A	N/A	6,047,390	15,336		27,983		0.3	%
						64,033		77,914		0.8	%
Internet software and services
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(22)(24)	Common Units		N/A	N/A	1,729,439	$	1,729	$	1,887	0.0	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(21)(22)(24)	LP Interest		N/A	N/A	989,292	989		1,068		0.0	%
Elliott Alto Co-Investor Aggregator L.P.(21)(22)(24)	LP Interest		N/A	N/A	6,530	6,568		6,553		0.1	%
Picard Holdco, Inc.(7)(22)	Series A Preferred Stock	SR +	12.00% PIK	N/A	44,040	46,550		51,273		0.6	%
MessageBird Holding B.V.(21)(22)(24)	Extended Series C Warrants		N/A	N/A	7,980	49		9		0.0	%
Project Alpine Co-Invest Fund, LP(21)(22)(24)	LP Interest		N/A	N/A	17,000,000	17,010		20,089		0.2	%
Thunder Topco L.P. (dba Vector Solutions)(22)(24)	Common Units		N/A	N/A	712,884	713		791		0.0	%
WMC Bidco, Inc. (dba West Monroe)(14)(22)	Senior Preferred Stock		11.25% PIK	N/A	33,385	41,800		40,036		0.5	%
Project Hotel California Co-Invest Fund, L.P.(21)(22)(24)	LP Interest		N/A	N/A	3,522	3,525		3,994		0.0	%
BCTO WIW Holdings, Inc. (dba When I Work)(22)(24)	Class A Common Stock		N/A	N/A	57,000	5,700		4,468		0.1	%
Zoro TopCo, Inc. (dba Zendesk, Inc.)(14)(22)	Series A Preferred Stock		12.50% PIK	N/A	16,562	17,869		18,138		0.2	%
Zoro TopCo, L.P. (dba Zendesk, Inc.)(22)(24)	Class A Common Units		N/A	N/A	1,380,129	13,801		15,027		0.2	%
						156,303		163,333		1.9	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(22)(24)	LP Interest		N/A	N/A	1,000	$	100	$	118	0.0	%
						100		118		0.0	%
Total non-controlled/non-affiliated portfolio company equity investments						$	839,795	$	878,503	9.6	%
Total non-controlled/non-affiliated portfolio company investments						$	15,937,544	$	16,010,137	179.2	%

Non-controlled/affiliated portfolio company investments
Equity Investments
Pharmaceuticals
LSI Financing 1 DAC(21)(22)(24)(28)	Preferred equity		N/A	N/A	72,300,000	$	72,371	$	78,406	0.9	%
						72,371		78,406		0.9	%
Total non-controlled/affiliated portfolio company equity investments						$	72,371	$	78,406	0.9	%

Controlled/affiliated portfolio company investments
Debt Investments
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(14)(21)(29)	First lien senior secured loan		12.00% PIK	07/2030	39,529	$	39,529	$	39,529	0.4	%

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(18)(27)	Investment	Interest		Maturity Date	Par/Units	Amortized Cost(4)(23)		Fair Value		Percentage of Net Assets

AAM Series 2.1 Aviation Feeder, LLC(14)(21)(29)	First lien senior secured loan		12.00% PIK	11/2030	46,970	46,970		46,970		0.5	%
						86,499		86,499		0.9	%
Total controlled/affiliated portfolio company debt investments						$	86,499	$	86,499	0.9	%
Equity Investments
Asset based lending and fund finance
AAM Series 2.1 Aviation Feeder, LLC(15)(17)(21)(22)(24)(29)	LLC Interest		N/A	N/A	31,506	$	31,508	$	31,506	0.4	%
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(15)(17)(21)(22)(24)(29)	LLC Interest		N/A	N/A	25,310	25,277		25,310		0.3	%
						56,785		56,816		0.7	%
Insurance
Fifth Season Investments LLC(22)(24)(25)(29)	Class A Units		N/A	N/A	28	$	156,811	$	156,794	1.8	%
						156,811		156,794		1.8	%

Joint ventures
Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)(21)(22)(25)(29)(31)	LLC Interest		N/A	N/A	261,433	$	261,433	$	273,441	3.1	%
						261,433		273,441		3.1	%
Total controlled/affiliated portfolio company equity investments						$	475,029	$	487,051	5.6	%
Total controlled/affiliated portfolio company investments						$	561,528	$	573,550	6.5	%
Total Investments						$	16,571,443	$	16,662,093	186.6	%


	Interest Rate Swaps as of December 31, 2023
	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Value		Upfront Payments/Receipts		Change in Unrealized Appreciation/(Depreciation)		Hedged Instrument	Footnote Reference
Interest rate swap(a)(b)	7.75%	SR + 3.84%	9/16/2027	$	600,000	$	6,503	$	—	$	2,500	September 2027 Notes	Note 5
Interest rate swap(a)(b)	7.75%	SR + 3.65%	1/15/2029	$	550,000	$	12,147	$	—	$	12,147	January 2029 Notes	Note 5
Total				$	1,150,000

________

(a) Contains a variable rate structure. Bears interest at a rate determined by SOFR.

(b) Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedging item within interest expense.

(1)Certain portfolio company investments are subject to contractual restrictions on sales.

(3)Unless otherwise indicated, all investments are considered Level 3 investments.

(4)The amortized cost represents the original cost adjusted for the amortization and accretion of premiums and discounts, as applicable, on debt investments using the effective interest method.

(5)Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate (“SOFR” or “SR”) (which can include one-, three-, six- or twelve-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”), Canadian Dollar Offered Rate (“CDOR” or “C”) (which can include one- or three-month CDOR), Sterling (SP) Overnight Interbank Average Rate (“SONIA” or “SA”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate (“Prime” or “P”), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.

(6)The interest rate on these investments is subject to 1 month SOFR, which as of December 31, 2023 was 5.35%.

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

(7)The interest rate on these investments is subject to 3 month SOFR, which as of December 31, 2023 was 5.33%.

(8)The interest rate on these investments is subject to 6 month SOFR, which as of December 31, 2023 was 5.16%.

(9)The interest rate on these investments is subject to 3 month CDOR, which as of December 31, 2023 was 5.45%.

(10)The interest rate on these investments is subject to 3 month EURIBOR, which as of December 31, 2023 was 3.91%.

(11)The interest rate on these investments is subject to 6 month EURIBOR, which as of December 31, 2023 was 3.86%.

(12)The interest rate on these investments is subject to SONIA, which as of December 31, 2023 was 5.19%.

(13)The interest rate on these investments is subject to Prime, which as of December 31, 2023 was 8.50%.

(14)Investment does not contain a variable rate structure.

(15)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.

(16)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(17)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.

(18)Unless otherwise indicated, represents a co-investment made with the Company’s affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions”.

(19)This portfolio company was not a co-investment made with the Company’s affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission.

(20)Level 2 Investment.

(21)This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2023, non-qualifying assets represented 13.0% of total assets as calculated in accordance with the regulatory requirements.

(22)Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted security” under the Securities Act. As of December 31, 2023, the aggregate fair value of these securities is $1.44 billion, or 16.2% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company

Investment

Acquisition Date

AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC**

LLC Interest

July 1, 2022

AAM Series 2.1 Aviation Feeder, LLC**

LLC Interest

July 1, 2022

Accelerate Topco Holdings, LLC

Common Units

September 1, 2022

Amergin Asset Management, LLC**

Class A Units

July 1, 2022

ASP Conair Holdings LP

Class A Units

May 17, 2021

Associations Finance, Inc.

Preferred Stock

June 10, 2022

Associations Finance, Inc.

Preferred Stock

April 10, 2023

BCTO WIW Holdings, Inc. (dba When I Work)

Class A Common Stock

November 2, 2021

BEHP Co-Investor II, L.P.

LP Interest

May 6, 2022

Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)

Common Units

October 1, 2021

CD&R Value Building Partners I, L.P. (dba Belron)

LP Interest

December 2, 2021

Denali Holding LP (dba Summit Companies)

Class A Units

September 14, 2021

Dodge Construction Network Holdings, L.P.

Class A-2 Common Units

February 23, 2022

Dodge Construction Network Holdings, L.P.

Series A Preferred Units

February 23, 2022

Elliott Alto Co-Investor Aggregator L.P.

LP Interest

September 28, 2022

Evology LLC

Class B Units

January 21, 2022

Evolution Parent, LP (dba SIAA)

LP Interest

April 30, 2021

Fifth Season Investments LLC**

Class A Units

October 17, 2022

Gloves Holdings, LP (dba Protective Industrial Products)

LP Interest

December 28, 2020

GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)

LP Interest

December 16, 2021

Hercules Buyer, LLC (dba The Vincit Group)

Common Units

December 15, 2020

Hissho Sushi Holdings, LLC

Class A Units

May 17, 2022

Hockey Parent Holdings, L.P.

Class A Units

September 14, 2023

Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)

LP Interest

June 8, 2022

Knockout Intermediate Holdings I Inc. (dba Kaseya)

Perpetual Preferred Stock

June 22, 2022

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company

Investment

Acquisition Date

KOBHG Holdings, L.P. (dba OB Hospitalist)

Class A Interests

September 27, 2021

KPCI Holdings, L.P.

Class A Units

November 25, 2020

KWOL Acquisition Inc.

Common stock

December 12, 2023

LSI Financing 1 DAC**

Preferred equity

December 14, 2022

Maia Aggregator, LP

Class A-2 Units

February 1, 2022

MessageBird Holding B.V.

Extended Series C Warrants

May 5, 2021

Metis HoldCo, Inc. (dba Mavis Tire Express Services)

Series A Convertible Preferred Stock

May 3, 2021

Minerva Holdco, Inc.

Series A Preferred Stock

February 14, 2022

Orange Blossom Parent, Inc.

Common Equity

July 29, 2022

Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)*

LLC Interest

November 2, 2022

Patriot Holdings SCSp (dba Corza Health, Inc.)

Class A Units

January 29, 2021

Patriot Holdings SCSp (dba Corza Health, Inc.)

Class B Units

January 29, 2021

PCF Holdco, LLC (dba PCF Insurance Services)

Preferred equity

February 13, 2023

PCF Holdco, LLC (dba PCF Insurance Services)

Class A Units

November 1, 2021

PCF Holdco, LLC (dba PCF Insurance Services)

Class A Unit Warrants

February 13, 2023

Picard Holdco, Inc.

Series A Preferred Stock

September 29, 2022

Project Alpine Co-Invest Fund, L.P.

LP Interest

June 13, 2022

Project Hotel California Co-Invest Fund, L.P.

LP Interest

August 9, 2022

Rhea Acquisition Holdings, LP

Series A-2 Units

February 18, 2022

Romulus Intermediate Holdings 1 Inc. (dba PetVet)

Series A Preferred Stock

November 15, 2023

Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)

Series A Preferred Stock

October 14, 2021

Thunder Topco L.P. (dba Vector Solutions)

Common Units

June 30, 2021

Vestwell Holdings, Inc.

Series D Preferred Stock

December 20, 2023

Walker Edison Holdco LLC

Common Equity

March 1, 2023

WMC Bidco, Inc. (dba West Monroe)

Senior Preferred Stock

November 8, 2021

WP Irving Co-Invest, L.P.

Partnership Units

May 18, 2022

XOMA Corporation

Warrants

December 15, 2023

Zoro TopCo, Inc.

Class A Common Units

November 22, 2022

Zoro TopCo, Inc.

Series A Preferred Stock

November 22, 2022

*Refer to Note 4 “Investments - OCIC SLF LLC”, for further information.

** Refer to Note 3 “Agreements and Related Party Transactions - Controlled/Affiliated Portfolio Companies”.

(23)As of December 31, 2023, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $155.0 million based on a tax cost basis of $16.50 billion. As of December 31, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $24.1 million. As of December 31, 2023, the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $179.1 million.

(24)Investment is non-income producing.

(25)Investment is not pledged as collateral under the Revolving Credit Facility, SPV Asset Facilities and CLOs.

(26)We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.

(27)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facilities and CLOs. See Note 5 “Debt”.

(28)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company’s voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the year ended December 31, 2023 were as follows:

Blue Owl Credit Income Corp.

Consolidated Schedules of Investments (Continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)


Company	Fair value as of December 31, 2022		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/(Loss)		Realized Gain/(Loss)		Fair value as of December 31, 2023		Dividend Income		Interest Income		Other Income
LSI Financing 1 DAC	$	6,175	$	73,099	$	(6,952)	$	6,084	$	—	$	78,406	$	774	$	—	$	—
Total	$	6,175	$	73,099	$	(6,952)	$	6,084	$	—	$	78,406	$	774	$	—	$	—

________

(29)As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” and has “Control” of this portfolio company as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“controlled affiliate”). The Company’s investment in controlled affiliates for the period ended December 31, 2023 were as follows:


Company	Fair value as of December 31, 2022		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/(Loss)		Realized Gain/(Loss)		Fair value as of December 31, 2023		Dividend Income		Interest and PIK Income		Other Income
AAM Series 2.1 Aviation Feeder, LLC(c)	$	1,568	$	76,909	$	—	$	(1)	$	—	$	78,476	$	—	$	617	$	—
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)	—		64,806		—		33		—		64,839		—		1,899		—
Fifth Season Investments LLC	89,680		67,131		—		(17)		—		156,794		4,963		—		—
Blue Owl Credit Income Senior Loan Fund, LLC	140,394		119,658		—		13,389		—		273,441		31,396		—		—
Total	$	231,642	$	328,504	$	—	$	13,404	$	—	$	573,550	$	36,359	$	2,516	$	—

________

(30)Investment was on non-accrual status as of December 31, 2023.

(31)Investment measured at net asset value (“NAV”).

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Credit Income Corp.

Consolidated Statements of Changes in Net Assets

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	357,412	$	214,599	$	975,355	$	571,767
Net change in unrealized gain (loss)	(22,852)		52,954		(45,547)		131,212
Net realized gain (loss) on investments	(3,040)		(2,144)		(7,528)		(9,382)
Net Increase (Decrease) in Net Assets Resulting from Operations	331,520		265,409		922,280		693,597
Distributions
Class S	(102,803)		(55,089)		(275,076)		(144,741)
Class D	(11,354)		(13,872)		(31,930)		(37,824)
Class I	(203,759)		(103,204)		(537,157)		(272,657)
Net Decrease in Net Assets Resulting from Shareholders’ Distributions	(317,916)		(172,165)		(844,163)		(455,222)
Capital Share Transactions
Class S:
Issuance of shares of common stock	415,669		326,523		1,416,115		746,022
Share transfers between classes(1)	(2)		—		(2,359)		(2,127)
Repurchase of common shares	(46,534)		(14,790)		(130,889)		(52,800)
Reinvestment of shareholders’ distributions	44,786		21,384		115,812		55,159
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class S	413,919		333,117		1,398,679		746,254
Class D:
Issuance of shares of common stock	23,049		50,663		104,938		152,677
Share transfers between classes(1)	—		—		(338,702)		—
Repurchase of common shares	(2,153)		(12,978)		(32,065)		(30,240)
Reinvestment of shareholders’ distributions	3,490		6,202		11,909		16,698
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class D	24,386		43,887		(253,920)		139,135
Class I:
Issuance of shares of common stock	935,902		534,370		2,821,926		1,374,471
Share transfers between classes(1)	2		—		341,061		2,127
Repurchase of common shares	(102,943)		(76,140)		(282,674)		(190,235)
Reinvestment of shareholders’ distributions	85,133		39,933		221,346		102,088
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class I	918,094		498,163		3,101,659		1,288,451
Total Increase (Decrease) in Net Assets	1,370,003		968,411		4,324,535		2,412,215
Net Assets, at beginning of period	11,847,078		6,693,557		8,892,546		5,249,753
Net Assets, at end of period	$	13,217,081	$	7,661,968	$	13,217,081	$	7,661,968

(1)In certain cases, and subject to Blue Owl Securities LLC’s (d/b/a Blue Owl Securities) (the “Dealer Manager”) approval, including in situations where a holder of Class S or Class D shares exits a relationship with a participating broker-dealer for this offering and does not enter into a new relationship with a participating broker-dealer for this offering, such holder’s shares may be exchanged into an equivalent net asset value amount of Class I shares.

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Credit Income Corp.

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)


	For the Nine Months Ended September 30,
	2024		2023
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	922,280	$	693,597
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net	(10,921,288)		(4,068,207)
Proceeds from investments and investment repayments, net	2,957,831		660,506
Net change in unrealized (gain) loss on investments	45,930		(130,862)
Net change in unrealized gain (loss) on interest rate swap attributed to unsecured notes	55,256		1,029
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies	(1,299)		(351)
Net change in unrealized (gain) loss on Income tax (provision) benefit	916		1
Net realized (gain) loss on investments	6,009		9,589
Net realized (gain) loss on foreign currency transactions relating to investments	124		(207)
Paid-in-kind interest and dividends	(142,185)		(105,731)
Net amortization/accretion of premium/discount on investments	(100,363)		(26,492)
Amortization of debt issuance costs	21,575		12,727
Amortization of offering costs	3,083		2,093
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable	(52,880)		(31,348)
(Increase) decrease in receivable from controlled affiliates	(4,810)		11,478
(Increase) decrease in receivable for investments sold	(4,082)		(22,904)

(Increase) decrease in prepaid expenses and other assets	(209,712)		(181,952)
Increase (decrease) in payable for investments purchased	120,656		132,377
Increase (decrease) in payables to affiliates	19,239		9,150

Increase (decrease) in accrued expenses and other liabilities	39,214		12,873
Net cash used in operating activities	(7,244,506)		(3,022,634)
Cash Flows from Financing Activities
Borrowings on debt	12,363,000		5,004,216
Repayments of debt	(8,378,000)		(3,487,000)
Deferred offering costs paid	(1,821)		—
Debt issuance costs	(83,897)		(30,186)
Repurchase of common stock	(408,182)		(280,203)
Proceeds from issuance of common shares	4,342,979		2,273,170
Distributions paid to shareholders	(450,210)		(263,234)
Net cash provided by financing activities	7,383,869		3,216,763
Net increase (decrease) in cash and restricted cash, including foreign cash (restricted cash of $(26,056) and $10,803, respectively)	139,363		194,129
Cash and restricted cash, including foreign cash, beginning of period (restricted cash of $40,872 and $23,000, respectively)	415,384		225,247
Cash and restricted cash, including foreign cash, end of period (restricted cash of $14,816 and $33,803, respectively)	$	554,747	$	419,376

Supplemental and Non-Cash Information
Interest paid during the period	$	531,411	$	309,139
Distributions declared during the period	$	844,163	$	455,222
Reinvestment of distributions during the period	$	349,067	$	173,945
Taxes, including excise tax, paid during the period	$	2,206	$	239
Distributions payable	$	138,816	$	55,079

The accompanying notes are an integral part of these consolidated financial statements.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Organization and Principal Business

Blue Owl Credit Income Corp. (the “Company”) is a Maryland corporation formed on April 22, 2020. The Company was formed primarily to originate and make loans to, and make debt and equity investments in, U.S. middle-market companies. The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. The Company invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities which include common and preferred stock, securities convertible into common stock, and warrants. The target credit investments will typically have maturities between three and ten years and generally range in size between $20 million and $500 million, although the investment size will vary with the size of the Company’s capital base. The Company may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and large syndicated loan markets, which are often referred to as “junk” investments. The Company may make investments with shorter or longer maturities from time to time. The Company intends, under normal circumstances, to invest directly, or indirectly through its investment in OCIC SLF LLC (f/k/a Blue Owl Credit Income Senior Loan Fund LLC) (“OCIC SLF”) or any similarly situated companies, at least 80% of the value of its total assets in credit investments. The Company defines “credit” to mean debt investments made in exchange for regular interest payments.

The Company is an externally managed closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company has elected to be treated for federal income tax purposes, and intends to qualify annually, as a regulated investment company (a “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has elected to be regulated as a BDC and as a RIC under the Code, the Company’s portfolio is subject to diversification and other requirements.

In November 2020, the Company commenced operations and made its first portfolio company investment. On October 23, 2020, the Company formed a wholly-owned subsidiary, OR Lending IC LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending IC LLC makes loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.

Blue Owl Credit Advisors LLC (the “Adviser”) serves as the Company’s investment adviser. The Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform which focuses on direct lending. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”). Blue Owl consists of three divisions: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on acquiring equity stakes in and providing debt financing to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies and real estate credit. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.

The Company received an exemptive order that permits it to offer multiple classes of shares of common stock and to impose asset-based servicing and distribution fees and early withdrawal fees. On November 12, 2020, the Company commenced its initial public offering pursuant to which it offered, on a continuous basis, $2,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. On February 14, 2022, the Company commenced its follow-on offering, on a continuous basis, pursuant to which it is currently offering of up to $13,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. The share classes have different upfront selling commissions and ongoing servicing fees. Each class of common stock will be offered through Blue Owl Securities LLC (d/b/a Blue Owl Securities) (the “Dealer Manager” or “Blue Owl Securities”). The Dealer Manager is entitled to receive upfront selling commissions of up to 3.50% of the offering price of each Class S share sold in the offering and 1.50% of the offering price of each Class D share sold. Class I shares are not subject to upfront selling commissions. Any upfront selling commissions for the Class S shares and Class D shares sold in the offering will be deducted from the purchase price. Class S, Class D and Class I shares were offered at initial purchase prices per shares of $10.35, $10.15 and $10.00, respectively. Currently, the purchase price per share for each class of common stock varies, but will not be sold at a price below the Company’s net asset value per share of such class, as determined in accordance with the Company’s share pricing policy, plus applicable upfront selling commissions. The Company also engages in private placement offerings of its common stock.

On September 30, 2020, the Adviser purchased 100 shares of the Company’s Class I common stock at $10.00 per share, which represented the initial public offering price of such shares. The Adviser will not tender these shares for repurchase as long as Blue Owl Credit Advisors LLC remains the investment adviser of the Company. There is no current intention for Blue Owl Credit Advisors LLC to discontinue its role.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Since meeting the minimum offering requirement and commencing its continuous public offering through September 30, 2024, the Company has issued 476,407,044 shares of Class S common stock, 87,017,672 shares of Class D common stock and 853,464,485 shares of Class I common stock, exclusive of any tender offers and shares issued pursuant to our distribution reinvestment plan, for gross proceeds of $4.48 billion, $0.81 billion and $7.98 billion, respectively, including $1,000 of seed capital contributed by its Adviser in September of 2020, $25.0 million in gross proceeds raised from an entity affiliated with the Adviser and 50,251,978 shares of Class I common stock issued in a private placement to feeder vehicles primarily created to hold the Company’s Class I shares for gross proceeds of approximately $0.47 billion.

Note 2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.

Cash and Restricted Cash

Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral. Cash is carried at cost, which approximates fair value. The Company deposits its cash with highly-rated banking corporations and, at times, may exceed the insured limits under applicable law.

Consolidation

As provided under Regulation S-X and ASC Topic 946—Financial Services—Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company.

The Company does not consolidate its equity interests in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”), Fifth Season, LLC and since November 2, 2022 has not consolidated its equity position in OCIC SLF. OCIC SLF was formed as a wholly-owned subsidiary of the Company and commenced operations on February 14, 2022. On November 2, 2022, the Company and State Teachers Retirement System of Ohio (“OSTRS” and together with the Company, the “Members” and each, a “Member”) entered into an Amended and Restated Limited Liability Company Agreement to co-manage OCIC SLF as a joint venture. See Note 3 “Agreements and Related Party Transactions - Controlled/Affiliated Portfolio Companies”.

Investments at Fair Value

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as the Company’s valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.

Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Adviser, as the valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

As part of the valuation process, the Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of the Company’s investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase or sale transaction, public offering or subsequent equity sale occurs, the Adviser, as the valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.

The Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:

•With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;

•With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;

•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;

•The Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;

•Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and

•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.

The Company conducts this valuation process on a quarterly basis.

The Company applies Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:

•Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

•Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Adviser, as the valuation designee, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.

The Company applies the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy as per ASC Topic 820.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Financial and Derivative Instruments

Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company has adopted a derivatives policy and complies with the recordkeeping requirements of Rule 18f-4.

Foreign Currency

Foreign currency amounts are translated into U.S. dollars on the following basis:

•cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and

•purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility and SPV Asset Facilities to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes accretion and amortization of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends, the majority of which is structured at initial underwriting. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event.

PIK interest and PIK dividend income consisted of the following for the periods:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2024		2023		2024		2023
PIK Interest Income	32,728		18,951		91,574		51,913
PIK Interest Income as a % of Investment Income	4.8	%	4.6	%	5.0	%	4.8	%
PIK Dividend Income	10,886		16,729		42,904		51,131
PIK Dividend Income as a % of Investment Income	1.7	%	4.1	%	2.4	%	4.8	%
Total PIK Income	43,614		35,680		134,478		103,044
Total PIK Income as a % of Investment Income	6.5	%	8.7	%	7.4	%	9.6	%

Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization and accretion of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point the Company believes PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Other Income

From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are generally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies.

Organization Expenses

Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.

Offering Expenses

Costs associated with the offering of common shares of the Company are capitalized as deferred offering expenses and are included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and are amortized over a twelve-month period from incurrence. Expenses for any additional offerings are deferred and amortized as incurred. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Debt Issuance Costs

The Company records origination and other expenses related to its debt obligations as debt issuance costs. These expenses are deferred and amortized utilizing the effective yield method, over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.

Reimbursement of Transaction-Related Expenses

The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.

Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.

Income Taxes

The Company has elected to be treated as a RIC under the Code beginning with the taxable year ended December 31, 2020 and intends to qualify as a RIC annually. So long as the Company obtains and maintains its tax treatment as a RIC, it generally will not pay U.S. federal income taxes at corporate rates on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Instead, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must generally distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain income tax positions through December 31, 2023. As applicable, the Company’s prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.

Income and Expense Allocations

Income and realized and unrealized capital gains and losses are allocated to each class of shares of the Company on the basis of the aggregate net asset value of that class in relation to the aggregate net asset value of the Company.

Expenses that are common to all share classes are borne by each class of shares based on the net assets of the Company attributable to each class. Expenses that are specific to a class of shares are allocated to such class either directly or through the servicing fees paid pursuant to the Company’s distribution plan. See Note 3. “Agreements and Related Party Transactions – Shareholder Servicing Plan.”

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Distributions to Common Shareholders

Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. In addition, the Board may consider the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized long-term capital gains, if any, would be generally distributed at least annually although the Company may decide to retain such capital gains for investment.

Subject to the Company’s board of directors’ discretion and applicable legal restrictions, the Company intends to authorize and declare cash distributions to the Company’s shareholders on a monthly or quarterly basis and pay such distributions on a monthly basis. The per share amount of distributions for Class S, Class D, and Class I shares will differ because of different allocations of class-specific expenses. Specifically, because the ongoing servicing fees are calculated based on the Company’s net asset value for the Company’s Class S and Class D shares, the ongoing service fees will reduce the net asset value or, alternatively, the distributions payable, with respect to the shares of each such class, including shares issued under the Company’s distribution reinvestment plan. As a result, the distributions on Class S shares and Class D shares may be lower than the distributions on Class I shares.

The Company has adopted a distribution reinvestment plan which was amended and restated on May 6, 2024. The amended and restated distribution reinvestment plan provides for reinvestment of any cash distributions on behalf of shareholders who have enrolled in the distribution reinvestment plan. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have enrolled in the distribution reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares to implement the distribution reinvestment plan.

New Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848),” which extended the transition period provided under ASU No. 2020-04 and 2021-01 for all entities from December 31, 2022 to December 31, 2024.

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820),” which clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. An entity that qualifies as an investment company under Topic 946 should apply the amendments in ASU No. 2022-03 to an investment in an equity security subject to a contractual sale restriction that is executed or modified on or after the date of adoption. Management has adopted the aforementioned accounting pronouncement and concluded that it does not have a material effect on the accompanying consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280),” which requires specific disclosures related to the title and position of the chief operating decision maker (“CODM”) and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740),” which updates income tax disclosure requirements related to rate reconciliation, income taxes paid and other disclosures. ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU No. 2023-09 on the consolidated financial statements.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Note 3. Agreements and Related Party Transactions

As of September 30, 2024, the Company had payables to affiliates of $73.8 million, comprised of $51.8 million of accrued performance based incentive fees, $13.2 million of management fees, and $8.8 million of costs and expenses reimbursable to the Adviser pursuant to the Administration Agreement. As of December 31, 2023, the Company had payables to affiliates of $54.5 million, comprised of $43.9 million of accrued performance based incentive fees, $8.6 million of management fees, and $2.0 million of costs and expenses reimbursable to the Adviser pursuant to the Administration Agreement.

Administration Agreement

The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. The Administration Agreement became effective on May 18, 2021. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses, and the performance of administrative and professional services rendered by others.

The Administration Agreement also provides that the Company reimburses the Adviser for certain organization costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.

The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.

Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective, and will remain in effect and from year to year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent directors. On May 6, 2024, the Board approved the continuation of the Administration Agreement.

The Administration Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board or by the Adviser.

No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Compliance Officer, Chief Financial Officer and their respective staffs (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

For the three and nine months ended September 30, 2024, the Company incurred expenses of approximately $2.4 million and $5.2 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and nine months ended September 30, 2023, the Company incurred expenses of approximately $1.0 million and $2.9 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

Investment Advisory Agreement

The Company has entered into an amended and restated Investment Advisory Agreement (the “Investment Advisory Agreement”) with the Adviser. The Investment Advisory Agreement became effective on May 18, 2021. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

The Adviser’s services under the Investment Advisory Agreement are not exclusive, and accordingly, the Adviser may provide similar services to others.

Under the terms of the Investment Advisory Agreement, the Company pays the Adviser a base management fee and may also pay a performance based incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the Company’s shareholders.

Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for two years from the date it first became effective, and will remain in effect and from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, by a majority of independent directors. On May 6, 2024, the Board approved the continuation of the Investment Advisory Agreement.

The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of penalty, the Company may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board of Directors or the shareholders holding a majority (as defined under the 1940 Act) of the outstanding shares of the Company’s common stock or the Adviser. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 120 days’ written notice.

From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.

The base management fee is payable monthly in arrears. The base management fee is calculated at an annual rate of 1.25% based on the average value of the Company’s net assets at the end of the two most recently completed calendar months. All or part of the base management fee not taken as to any month will be deferred without interest and may be taken in any such month prior to the occurrence of a liquidity event. Base management fees for any partial month are prorated based on the number of days in the month. On September 30, 2020 and February 23, 2021, the Adviser agreed to waive 100% of the base management fee for the quarters ended December 31, 2020 and March 31, 2021, respectively. Any portion of management fees waived shall not be subject to recoupment.

For the three and nine months ended September 30, 2024, management fees were $38.0 million and $99.5 million, respectively. For the three and nine months ended September 30, 2023, management fees were $21.5 million and $57.3 million, respectively.

Pursuant to the Investment Advisory Agreement, the Adviser is entitled to an incentive fee. The incentive fee consists of two parts: (i) an incentive fee on income and (ii) an incentive fee on capital gains. Each part of the incentive fee is outlined below.

The incentive fee on income will be calculated and payable quarterly in arrears and will be based upon the Company’s pre- incentive fee net investment income for the immediately preceding calendar quarter. In the case of a liquidation of the Company or if the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of the event.

The incentive fee on income for each calendar quarter will be calculated as follows:

•No incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to investors of 1.25% of the Company’s net asset value for that immediately preceding calendar quarter. The Company refers to this as the quarterly preferred return.

•All of the Company’s pre-incentive fee net investment income, if any, that exceeds the quarterly preferred return, but is less than or equal to 1.43%, which the Company refers to as the upper level breakpoint, of the Company’s net asset value for that immediately preceding calendar quarter, will be payable to the Company’s Adviser. The Company refers to this portion of the incentive fee on income as the “catch-up.” It is intended to provide an incentive fee of 12.50% on all of the Company’s pre-incentive fee net investment income when the pre-incentive fee net investment income reaches 1.43% of the Company’s net asset value for that calendar quarter, measured as of the end of the immediately preceding calendar quarter. The quarterly preferred return of 1.25% and upper level breakpoint of 1.43% are also adjusted for the actual number of days each calendar quarter.

•For any quarter in which the Company’s pre-incentive fee net investment income exceeds the upper level break point of 1.43% of the Company’s net asset value for that immediately preceding calendar quarter, the incentive fee on income will equal

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

12.50% of the amount of the Company’s pre-incentive fee net investment income, because the quarterly preferred return and catch up will have been achieved.

•Pre-incentive fee net investment income is defined as investment income and any other income, accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any expense support payments or any reimbursement by the Company of expense support payments, or any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The second component of the incentive fee, the “Capital Gains Incentive Fee”, will be determined and payable in arrears as of the end of each calendar year during which the Investment Advisory Agreement is in effect. In the case of a liquidation, or if the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of such event. The annual fee will equal (i) 12.50% of the Company’s realized capital gains on a cumulative basis from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (ii) the aggregate amount of any previously paid incentive fees on capital gains as calculated in accordance with U.S. GAAP. The Company will accrue but will not pay a Capital Gains Incentive Fee with respect to unrealized appreciation because a Capital Gains Incentive Fee would be owed to the Adviser if the Company was to sell the relevant investment and realize a capital gain. In no event will the incentive fee on capital gains payable pursuant hereto be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

For the three and nine months ended September 30, 2024, the Company incurred performance based incentive fees on net investment income of $50.6 million and $138.4 million, respectively. For the three and nine months ended September 30, 2023, the Company incurred performance based incentive fees on net investment income of $30.8 million and $82.1 million, respectively.

For the three and nine months ended September 30, 2024, the Company recorded a reversal of previously recorded performance based incentive fees based on capital gains of $3.2 million and $6.6 million, respectively, which related to unrealized depreciation. For the three and nine months ended September 30, 2023, the Company did not incur performance based incentive fees based on capital gains.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in the continuous public offering until all organization and offering costs paid by the Adviser or its affiliates have been recovered. The Company bears all other expenses of its operations and transactions including, without limitation, those relating to: expenses deemed to be “organization and offering expenses” for purposes of Financial Industry Regulatory Authority (“FINRA”) Conduct Rule 2310(a)(12) (exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Company’s stock); the cost of corporate and organizational expenses relating to offerings of shares of common stock, subject to limitations included in the Investment Advisory Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the common stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs); the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). Any such reimbursements will not exceed actual expenses incurred by the Adviser and

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

its affiliates. The Adviser is responsible for the payment of the Company’s organization and offering expenses to the extent that these expenses exceed 1.5% of the aggregate gross offering proceeds, without recourse against or reimbursement by the Company.

For the three and nine months ended September 30, 2024, subject to the 1.5% organization and offering cost cap, the Company accrued less than $0.1 million and $0.1 million, respectively, of offering expenses that are reimbursable to the Adviser.

For the three and nine months ended September 30, 2023, subject to the 1.5% organization and offering cost cap and the re-categorization of certain expenses as servicing fees, the Company accrued $0.1 million and $0.4 million, respectively, of initial organization and offering expenses that are reimbursable to the Adviser.

Affiliated Transactions

The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company relies on an order for exemptive relief (as amended, the “Order”) that has been granted to the Adviser and its affiliates by the SEC to permit us to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching by the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing, and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Order permits the Company to participate in follow-on investments in its existing portfolio companies with certain affiliates that are private funds, even if such private funds did not have an investment in such existing portfolio company.

The Adviser is affiliated with Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”) and Blue Owl Diversified Credit Advisors LLC (“ODCA” together with OTCA, OTCA II, OPFA and the Adviser, the “Blue Owl Credit Advisers”), which are also registered investment advisers. The Blue Owl Credit Advisers are indirect affiliates of Blue Owl and comprise part of Blue Owl’s Credit platform, which focuses on direct lending. The Blue Owl Credit Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of the BDCs, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively the “Blue Owl Credit Clients”) and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to the Company’s.

Dealer Manager Agreement

The Company has entered into a dealer manager agreement (the “Dealer Manager Agreement”) with Blue Owl Securities, an affiliate of the Adviser, and participating broker-dealer agreements with certain broker-dealers. Under the terms of the Dealer Manager Agreement and the participating broker-dealer agreements, Blue Owl Securities serves as the dealer manager, and certain participating broker-dealers solicit capital, for the Company’s public offering of shares of Class S, Class D, and Class I common stock. Blue Owl Securities will be entitled to receive upfront selling commissions of up to 3.50% of the offering price of each Class S share sold in this offering. Blue Owl Securities will be entitled to receive upfront selling commissions of up to 1.50% of the offering price of each Class D share sold in this offering. Blue Owl Securities anticipates that all or a portion of the upfront selling commissions will be retained by, or reallowed (paid) to, participating broker-dealers. Blue Owl Securities will not receive upfront selling commissions with respect to any class of shares issued pursuant to the Company’s distribution reinvestment plan or with respect to purchases of Class I shares.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Upfront selling commissions for sales of Class S and Class D shares may be reduced or waived in connection with volume or other discounts, other fee arrangements or for sales to certain categories of purchasers.

Blue Owl Securities, an affiliate of Blue Owl, is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority.

Shareholder Servicing Plan

Subject to FINRA limitations on underwriting compensation and pursuant to a distribution plan adopted by the Company in compliance with Rules 12b-1 and 17d-3 under the 1940 Act, as if those rules applied to the Company, the Company will pay Blue Owl Securities servicing fees for ongoing services as follows:

•with respect to the Company’s outstanding Class S shares equal to 0.85% per annum of the aggregate net asset value of the Company’s outstanding Class S shares; and

•with respect to the Company’s outstanding Class D shares equal to 0.25% per annum of the aggregate net asset value of the Company’s outstanding Class D shares.

The Company will not pay an ongoing servicing fee with respect to the Company’s outstanding Class I shares.

For the three and nine months ended September 30, 2024, the Company accrued servicing fees with respect to Class D shares of $0.3 million and $0.8 million, respectively. For the three and nine months ended September 30, 2024, the Company accrued servicing fees with respect to Class S shares of $9.4 million and $24.9 million, respectively.

For the three and nine months ended September 30, 2023, the Company accrued servicing fees with respect to Class D shares of $0.4 million and $1.0 million, respectively. For the three and nine months ended September 30, 2023, the Company accrued servicing fees with respect to Class S shares of $5.3 million and $13.9 million, respectively.

The servicing fees are paid monthly in arrears. Blue Owl Securities will reallow (pay) all or a portion of the ongoing servicing fees to participating broker-dealers and servicing broker-dealers for ongoing services performed by such broker-dealers, and will waive ongoing servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services. Because the ongoing servicing fees are calculated based on the Company’s net asset values for the Company’s Class S and Class D shares, they will reduce the net asset values or, alternatively, the distributions payable, with respect to the shares of each such class, including shares issued under its distribution reinvestment plan. The Company will cease paying ongoing servicing fees at the date at which total underwriting compensation from any source in connection with this offering equals 10% of the gross proceeds from its offering (excluding proceeds from issuances pursuant to its distribution reinvestment plan). This limitation is intended to ensure that the Company satisfies the requirements of FINRA Rule 2310, which provides that the maximum aggregate underwriting compensation from any source, including compensation paid from offering proceeds and in the form of “trail commissions,” payable to underwriters, broker-dealers, or affiliates thereof participating in an offering may not exceed 10% of gross offering proceeds, excluding proceeds received in connection with the issuance of shares through a distribution reinvestment plan.

Expense Support and Conditional Reimbursement Agreement

On September 30, 2020, the Company entered into the Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, the purpose of which is to ensure that no portion of the Company’s distributions to shareholders represented a return of capital for U.S. federal income tax purposes. The Expense Support Agreement became effective as of the date that the Company met the minimum offering requirement and was terminated by the Adviser on March 7, 2023.

Pursuant to the Expense Support Agreement, prior to its termination on March 7, 2023, on a quarterly basis, the Adviser reimbursed the Company for “Operating Expenses” (as defined below) in an amount equal to the excess of the Company’s cumulative distributions paid to the Company’s shareholders in each quarter over “Available Operating Funds” (as defined below) received by the Company on account of its investment portfolio during such quarter. Any payments that the Adviser was required to make pursuant to the preceding sentence are referred to herein as an “Expense Payment”.

Under the Expense Support Agreement, “Operating Expenses” was defined as all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. “Available Operating Funds” was defined as the sum of (i) the Company’s estimated investment company taxable income (including realized net short-term

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

capital gains reduced by realized net long-term capital losses), (ii) the Company’s realized net capital gains (including the excess of realized net long-term capital gains over realized net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of preferred and common equity investments in portfolio companies, if any (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Adviser’s obligation to make Expense Payments under the Expense Support Agreement automatically became a liability of the Adviser and the right to such Expense Payment was an asset of the Company’s on the last business day of the applicable quarter. The Expense Payment for any quarter was paid by the Adviser to the Company in any combination of cash or other immediately available funds, and/or offset against amounts due from the Company to the Adviser no later than the earlier of (i) the date on which the Company closes its books for such quarter, or (ii) forty-five days after the end of such quarter.

Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company is required to pay such Excess Operating Funds, or a portion thereof, in accordance with the stipulations below, as applicable, to the Adviser, until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by the Company are referred to as a “Reimbursement Payment”.

The amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the Adviser. The payment will be reduced to the extent that such Reimbursement Payments, together with all other Reimbursement Payments paid during the fiscal year, would cause Other Operating Expenses defined as the Company’s total Operating Expenses, excluding base management fees, incentive fees, organization and offering expenses, distribution and shareholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses on an annualized basis and net of any Expense Payments received by the Company during the fiscal year to exceed the lesser of: (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account; and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year).

No Reimbursement Payment for any quarter will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Company’s “Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by the Company’s net assets.

The specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. The Company’s obligation to make Reimbursement Payments, subject to the conditions above, survives the termination of the Expense Support Agreement. There are no Reimbursement Payments conditionally due from the Company to the Adviser.

Prior to termination of the Expense Support Agreement, Expense Support Payments provided by the Adviser since inception was $9.4 million. All Expense Support Payments were repaid prior to termination.

License Agreement

On July 6, 2023, the Company entered into a license agreement (the “License Agreement”), with an affiliate of Blue Owl, pursuant to which the Company was granted a non-exclusive license to use the name “Blue Owl.” Under the License Agreement, the Company has a right to use the Blue Owl name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Blue Owl” name or logo.

Controlled/Affiliated Portfolio Companies

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments.

The Company has made investments in controlled, affiliated companies, including OCIC SLF, Amergin AssetCo, Fifth Season Investments LLC (“Fifth Season”), and Blue Owl Credit SLF LLC (“Credit SLF”). For further description of OCIC SLF and Credit SLF see “Note 4 Investments”.

The Company has also made investments in non-controlled, affiliated companies, including LSI Financing 1 DAC (“LSI Financing”).

Amergin was created to invest in a leasing platform focused on railcar and aviation assets. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. The Company made an initial equity commitment to Amergin AssetCo on July 1, 2022. As of September 30, 2024 the Company’s commitment to Amergin AssetCo is $229.0 million, of which $146.6 million is equity and $82.4 million is debt. The Company’s investments in Amergin are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in Amergin AssetCo.

Fifth Season is a portfolio company created to invest in life settlement assets. On July 18, 2022, the Company made an initial equity commitment to Fifth Season. As of September 30, 2024, the fair value of the Company’s investment in Fifth Season is $282.9 million. The Company’s investment in Fifth Season is a co-investment with its affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in Fifth Season.

LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, the Company made an initial equity commitment to LSI Financing. As of September 30, 2024, the Company’s investment at fair value in LSI Financing is $94.9 million and the Company’s total commitment was $214.9 million. The Company’s investment in LSI Financing is a co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in LSI Financing.

Note 4. Investments

Investments at fair value and amortized cost consisted of the below as of the following periods:


	September 30, 2024				December 31, 2023
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments(1)	$	22,166,576	$	22,190,779	$	13,742,305	$	13,788,717
Second-lien senior secured debt investments	901,260		863,470		1,199,591		1,184,755
Unsecured debt investments	435,337		441,852		242,352		244,661
Preferred equity investments(2)	432,547		441,815		709,751		721,545
Common equity investments(3)	510,936		572,746		416,011		448,974
Joint ventures(4)	324,659		319,417		261,433		273,441
Total Investments	$	24,771,315	$	24,830,079	$	16,571,443	$	16,662,093

(1)Includes debt investments in Amergin AssetCo.

(2)Includes equity investments in LSI Financing.

(3)Includes equity investments in Amergin AssetCo and Fifth Season.

(4)Includes equity investments in OCIC SLF and Credit SLF. See below, within Note 4, for more information regarding OCIC SLF and Credit SLF.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

The industry composition of investments based on fair value consisted of the below as of the following periods:


	September 30, 2024		December 31, 2023
Advertising and media	2.6	%	1.9	%
Aerospace and defense	0.4		0.5
Asset based lending and fund finance(1)	1.2		1.7
Automotive services(2)	0.8		0.7
Automotive aftermarket(2)	0.1		0.2
Buildings and real estate	2.7		3.6
Business services	5.9		5.5
Chemicals	2.7		1.6
Consumer products	1.6		2.0
Containers and packaging	2.7		3.2
Distribution	2.5		3.0
Education	0.6		0.8
Energy equipment and services	0.4		—
Financial services	5.6		3.1
Food and beverage	5.7		5.7
Healthcare equipment and services	4.3		4.8
Healthcare providers and services	12.4		14.8
Healthcare technology	5.6		4.3
Household products	1.4		1.9
Human resource support services	1.0		1.0
Infrastructure and environmental services	1.7		1.6
Insurance(3)	9.8		9.7
Internet software and services	10.9		12.8
Joint ventures(4)	1.3		1.6
Leisure and entertainment	3.1		0.8
Manufacturing	3.3		5.0
Pharmaceuticals(5)	1.1		0.5
Professional services	4.9		4.4
Specialty retail	1.9		1.9
Telecommunications	1.2		0.4
Transportation	0.6		1.0
Total	100.0	%	100.0	%

(1)Includes investment in Amergin AssetCo.

(2)This was disclosed as “Automotive” as of December 31, 2023.

(3)Includes equity investment in Fifth Season Investments LLC.

(4)Includes equity investments in OCIC SLF and Credit SLF. See below, within Note 4, for more information regarding OCIC SLF and Credit SLF.

(5)Includes equity investment in LSI Financing.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

The geographic composition of investments based on fair value consisted of the below as of the following periods:


	September 30, 2024		December 31, 2023
United States:
Midwest	23.4	%	23.3	%
Northeast	16.5		17.7
South	32.2		31.3
West	17.7		18.5
International	10.2		9.2
Total	100.0	%	100.0	%

OCIC SLF LLC

OCIC SLF LLC (f/k/a Blue Owl Credit Income Senior Loan Fund LLC) (“OCIC SLF”), a Delaware limited liability company, was formed as a wholly-owned subsidiary of the Company and commenced operations on February 14, 2022. On November 2, 2022, the Company and State Teachers Retirement System of Ohio (“OSTRS” and together with the Company, the “Members” and each, a “Member”) entered into an Amended and Restated Limited Liability Company Agreement to co-manage OCIC SLF as a joint-venture. OCIC SLF’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. The Company and OSTRS have agreed to contribute $437.5 million and $62.5 million, respectively, to OCIC SLF. The Company and OSTRS have a 87.5% and 12.5% economic ownership, respectively, in OCIC SLF. Except under certain circumstances, contributions to OCIC SLF cannot be redeemed. OCIC SLF is managed by a board consisting of an equal number of representatives appointed by each Member and which acts unanimously. Investment decisions must be approved unanimously by an investment committee consisting of an equal number of representative appointed by each Member.

Prior to the Effective Date, OCIC SLF’s wholly owned subsidiaries, ORCIC JV WH LLC and ORCIC JV WH II entered into revolving loan facilities (the “OCIC SLF SPV Asset Facilities”) and in connection therewith entered into master sale and participation agreements pursuant to which we contributed certain collateral assets to the Subsidiaries and such collateral assets became collateral under the OCIC SLF SPV Asset Facilities (the “OCIC SLF SPV Asset Facility Assets”).

On the Effective Date, the Company was deemed to have made a capital contribution of approximately $108.9 million and OSTRS acquired a 12.5% interest in OCIC SLF from the Company for approximately $15.6 million. The amount of the Company’s deemed contribution, and OSTRS’ purchase from the Company, were based on the fair value of the OCIC SLF SPV Asset Facility Assets less certain amounts that had been distributed to the Company and subject to certain adjustments. In connection therewith, the Company and OSTRS agreed and acknowledged that OCIC SPV Asset Facility Assets were assets of OCIC SLF as if they had been acquired pursuant to the terms of the LLC Agreement.

The Company has determined that OCIC SLF is an investment company under Accounting Standards Codification 946, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company does not consolidate its non-controlling interest in OCIC SLF.

As of September 30, 2024 and December 31, 2023, OCIC SLF had total investments in senior secured debt at fair value, as determined by an independent valuation firm, of $1.67 billion and $1.15 billion, respectively. The determination of fair value is in accordance with FASB ASC 820, as amended; however, such fair value is not included in our valuation process. The following table is a summary of OCIC SLF’s portfolio as well as a listing of the portfolio investments in OCIC SLF’s portfolio as of the following periods:


($ in thousands)	September 30, 2024			December 31, 2023
Total senior secured debt investments(1)	$	1,684,979		$	1,157,358
Weighted average spread over base rate(1)	3.5		%	3.8		%
Number of portfolio companies	239			192
Largest funded investment to a single borrower(1)	$	16,218		$	14,420

(1)At par.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Debt Investments
Advertising and media
Project Boost Purchaser, LLC (dba JD Power)(6)	First lien senior secured loan	SR +	3.50%	07/2031	6,276	$	6,261	$	6,271	1.8	%
						6,261		6,271		1.8	%
Aerospace and defense
Amentum Government Services Holdings LLC(6)	First lien senior secured loan	SR +	2.25%	07/2031	6,331	$	6,315	$	6,307	1.8	%
American Airlines, Inc.(5)	First lien senior secured loan	SR +	2.75%	02/2028	6,460	6,432		6,443		1.8	%
Bleriot US Bidco Inc.(6)	First lien senior secured loan	SR +	3.25%	10/2030	9,469	9,436		9,471		2.7	%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(5)	First lien senior secured loan	SR +	3.50%	08/2028	8,256	8,269		8,258		2.4	%
KBR, Inc(5)	First lien senior secured loan	SR +	2.00%	01/2031	1,878	1,878		1,875		0.5	%
Peraton Corp.(5)	First lien senior secured loan	SR +	3.75%	02/2028	13,357	13,156		12,826		3.6	%
Transdigm Inc.(6)	First lien senior secured loan	SR +	2.75%	08/2028	1,975	1,974		1,974		0.6	%
Transdigm Inc.(6)	First lien senior secured loan	SR +	2.75%	03/2030	2,358	2,358		2,357		0.7	%
Transdigm Inc.(6)	First lien senior secured loan	SR +	2.50%	02/2031	1,989	1,991		1,980		0.6	%
Transdigm Inc.(6)	First lien senior secured loan	SR +	2.50%	01/2032	2,100	2,095		2,091		0.6	%
United Airlines, Inc.(6)	First lien senior secured loan	SR +	2.75%	02/2031	1,990	1,981		1,991		0.6	%
Vertex Aerospace Services Corp. (dba V2X)(5)	First lien senior secured loan	SR +	2.75%	12/2030	4,392	4,390		4,387		1.2	%
						60,275		59,960		17.1	%
Automotive services
Belron Finance US LLC(6)	First lien senior secured loan	SR +	2.25%	04/2029	1,234	$	1,229	$	1,234	0.4	%
Mister Car Wash Holdings, Inc.(5)	First lien senior secured loan	SR +	3.00%	03/2031	4,133	4,135		4,134		1.2	%
PAI Holdco, Inc.(6)	First lien senior secured loan	SR +	3.75%	10/2027	6,511	6,161		5,949		1.7	%
Wand Newco 3, Inc. (dba Caliber )(6)	First lien senior secured loan	SR +	3.25%	01/2031	3,316	3,316		3,310		0.9	%
						14,841		14,627		4.2	%
Buildings and real estate
American Builders & Contractors Supply Co., Inc.(5)	First lien senior secured loan	SR +	1.75%	01/2031	1,013	$	1,013	$	1,013	0.3	%
American Residential Services, LLC(6)	First lien senior secured loan	SR +	3.50%	10/2027	7,595	7,579		7,599		2.2	%
ARCOSA INC(6)(8)	First lien senior secured loan	SR +	2.25%	08/2031	2,521	2,521		2,521		0.7	%
Core & Main LP(5)	First lien senior secured loan	SR +	2.25%	02/2031	4,061	4,043		4,061		1.2	%
CPG International LLC(6)	First lien senior secured loan	SR +	2.00%	09/2031	4,125	4,115		4,125		1.1	%
Cushman & Wakefield U.S. Borrower, LLC(5)	First lien senior secured loan	SR +	2.75%	08/2025	61	61		61		—	%
Cushman & Wakefield U.S. Borrower, LLC(5)	First lien senior secured loan	SR +	3.75%	01/2030	10,978	10,982		10,969		3.1	%
Dodge Construction Network LLC(6)	First lien senior secured loan	SR +	4.75%	02/2029	5,181	4,908		3,810		1.1	%
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(6)	First lien senior secured loan	SR +	2.50%	05/2030	8,888	8,878		8,866		2.5	%
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(6)	First lien senior secured loan	SR +	2.50%	08/2031	1,583	1,579		1,579		0.4	%
Greystar Real Estate Partners, LLC (dba Greystar)(5)	First lien senior secured loan	SR +	2.75%	08/2030	7,923	7,923		7,903		2.2	%
Kodiak BP LLC(6)	First lien senior secured loan	SR +	3.75%	03/2028	6,917	6,890		6,926		2.0	%
MIWD Holdco II LLC(5)	First lien senior secured loan	SR +	3.50%	03/2031	8,692	8,661		8,699		2.5	%
Quikrete Holdings, Inc.(5)	First lien senior secured loan	SR +	2.50%	04/2031	2,646	2,643		2,646		0.8	%
RealPage, Inc.(5)	First lien senior secured loan	SR +	3.00%	04/2028	13,337	12,836		12,937		3.7	%
Wrench Group LLC(6)	First lien senior secured loan	SR +	4.00%	10/2028	13,599	13,586		13,588		3.9	%
						98,218		97,303		27.7	%
Business services
Boxer Parent Company Inc. (f/k/a BMC)(6)	First lien senior secured loan	SR +	3.75%	07/2031	16,218	$	16,182	$	16,175	4.6	%
BrightView Landscapes, LLC(6)	First lien senior secured loan	SR +	2.50%	04/2029	8,519	8,505		8,498		2.4	%

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Brown Group Holdings, LLC(5)	First lien senior secured loan	SR +	2.75%	07/2031	11,484	11,458		11,450		3.3	%
IDEMIA Group SAS(6)	First lien senior secured loan	SR +	4.25%	09/2028	7,958	7,987		7,973		2.3	%
Madison Safety & Flow LLC(6)	First lien senior secured loan	SR +	3.25%	09/2031	3,552	3,543		3,548		1.0	%
MKS Instruments, Inc.(5)	First lien senior secured loan	SR +	2.25%	08/2029	2,008	2,008		2,006		0.6	%
NVENT ELEC PUB LTD CO (dba Nvent Thermal LLC)(6)	First lien senior secured loan	SR +	3.50%	09/2031	8,250	8,209		8,240		2.3	%
Packers Holdings, LLC(5)	First lien senior secured loan	SR +	3.25%	03/2028	3,898	3,672		2,025		0.6	%
Plano HoldCo, Inc. (dba Perficient)(6)(8)	First lien senior secured loan	SR +	3.50%	08/2031	8,435	8,394		8,393		2.4	%
POLARIS PURCHASER, INC. (dba Plusgrade)(6)(8)	First lien senior secured loan	SR +	4.00%	03/2031	10,269	10,270		10,269		2.9	%
Sitel Worldwide Corp.(5)	First lien senior secured loan	SR +	3.75%	08/2028	6,886	6,802		4,486		1.3	%
Vestis Corp(6)	First lien senior secured loan	SR +	2.25%	02/2031	2,138	2,133		2,121		0.6	%
VM Consolidated, Inc.(5)	First lien senior secured loan	SR +	2.75%	03/2028	2,093	2,093		2,095		0.6	%
XPLOR T1, LLC(6)(8)	First lien senior secured loan	SR +	4.25%	06/2031	6,750	6,733		6,784		1.9	%
						97,989		94,063		26.8	%
Chemicals
Advancion Holdings, LLC (fka Aruba Investments Holdings, LLC)(5)	First lien senior secured loan	SR +	4.75%	11/2027	7,413	$	7,241	$	7,382	2.1	%
H.B. Fuller Company(5)	First lien senior secured loan	SR +	2.00%	02/2030	990	989		990		0.3	%
Ineos US Finance LLC(5)	First lien senior secured loan	SR +	3.25%	02/2030	6,447	6,409		6,440		1.8	%
Ineos US Finance LLC(5)	First lien senior secured loan	SR +	3.75%	01/2031	7,481	7,449		7,483		2.1	%
Ineos US Petrochem LLC(5)	First lien senior secured loan	SR +	3.75%	03/2030	7,441	7,407		7,427		2.1	%
Nouryon Finance B.V.(6)	First lien senior secured loan	SR +	3.50%	04/2028	10,820	10,822		10,822		3.1	%
Potters(5)	First lien senior secured loan	SR +	3.75%	12/2027	2,987	2,997		3,000		0.9	%
Windsor Holdings III LLC(5)	First lien senior secured loan	SR +	3.50%	08/2030	11,658	11,658		11,693		3.3	%
						54,972		55,237		15.7	%
Consumer products
BEP Intermediate Holdco, LLC (dba Buyers Edge Platform)(5)(8)	First lien senior secured loan	SR +	3.75%	04/2031	5,938	$	5,909	$	5,953	1.7	%
Flexera(5)	First lien senior secured loan	SR +	3.50%	03/2028	2,939	2,948		2,939		0.8	%
						8,857		8,892		2.5	%
Containers and packaging
Anchor Packaging, LLC(5)	First lien senior secured loan	SR +	3.75%	07/2029	6,723	$	6,710	$	6,736	1.9	%
Berlin Packaging(5)	First lien senior secured loan	SR +	3.75%	06/2031	9,794	9,784		9,783		2.8	%
BW Holding, Inc.(6)	First lien senior secured loan	SR +	4.00%	12/2028	7,630	7,535		6,984		2.0	%
Charter NEX US, Inc.(5)	First lien senior secured loan	SR +	3.25%	12/2027	1,786	1,790		1,786		0.5	%
Plaze, Inc.(5)	First lien senior secured loan	SR +	3.75%	08/2026	6,806	6,677		6,308		1.7	%
Pregis Topco LLC(5)	First lien senior secured loan	SR +	4.00%	07/2026	5,953	5,936		5,958		1.7	%
ProAmpac PG Borrower LLC(6)	First lien senior secured loan	SR +	4.00%	09/2028	12,161	12,161		12,170		3.5	%
Ring Container Technologies Group, LLC(5)	First lien senior secured loan	SR +	2.75%	08/2028		7,858		7,846		2.2	%
SupplyOne, Inc.(5)	First lien senior secured loan	SR +	4.25%	04/2031	8,318	8,255		8,332		2.4	%
Tricorbraun Holdings, Inc.(5)	First lien senior secured loan	SR +	3.25%	03/2028	15,333	14,920		15,020		4.3	%
						81,626		80,923		23.0	%
Distribution
AI Aqua Merger Sub, Inc. (dba Culligan)(5)	First lien senior secured loan	SR +	3.50%	07/2028	8,030	$	8,019	$	8,018	2.3	%
Aramsco, Inc.(6)(8)(9)(10)	First lien senior secured delayed draw term loan	SR +	4.75%	10/2030	—	—		—		—	%
Aramsco, Inc.(6)(8)	First lien senior secured loan	SR +	4.75%	10/2030	8,472	8,317		7,964		2.3	%
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(5)	First lien senior secured loan	SR +	4.00%	01/2027	12,709	12,723		12,708		3.6	%
Dealer Tire Financial, LLC(5)	First lien senior secured loan	SR +	3.50%	07/2031	10,890	10,837		10,904		3.1	%
Foundation Building Materials, Inc.(6)	First lien senior secured loan	SR +	4.00%	01/2031	13,467	13,468		13,094		3.7	%
Paint Intermediate III LLC (dba Wesco Group)(6)	First lien senior secured loan	SR +	3.00%	09/2031	6,462	6,429		6,445		1.8	%

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
White Cap Supply Holdings, LLC(5)	First lien senior secured loan	SR +	3.25%	10/2029	15,443	15,387		15,324		4.4	%
						75,180		74,457		21.2	%
Education
Ellucian Holdings Inc. (f/k/a Sophia, L.P.)(5)	First lien senior secured loan	SR +	3.50%	10/2029	12,626	$	12,623	$	12,651	3.6	%
Renaissance Learning, Inc.(5)	First lien senior secured loan	SR +	4.25%	04/2030	12,399	12,387		12,386		3.5	%
Severin Acquisition, LLC (dba Powerschool)(6)	First lien senior secured loan	SR +	3.00%	08/2027	8,395	8,344		8,395		2.4	%
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(6)	First lien senior secured loan	SR +	4.00%	10/2030	8,598	8,569		8,643		2.5	%
					42,018	41,923		42,075		12.0	%
Energy equipment and services
AMG Advanced Metallurgical Group N.V(5)	First lien senior secured loan	SR +	3.50%	11/2028	3,404	$	3,399	$	3,395	1.0	%
AZZ Inc.(5)	First lien senior secured loan	SR +	2.50%	05/2029	11,642	11,661		11,681		3.3	%
Brookfield WEC Holdings Inc.(5)	First lien senior secured loan	SR +	2.75%	01/2031	9,690	9,660		9,684		2.8	%
Calpine Construction Finance Company(5)	First lien senior secured loan	SR +	2.00%	07/2030	4,925	4,910		4,891		1.3	%
Calpine Corporation(5)	First lien senior secured loan	SR +	2.00%	01/2031	4,881	4,872		4,863		1.4	%
Fleet U.S. Bidco Inc.(7)	First lien senior secured loan	SR +	2.75%	02/2031	10,196	10,194		10,196		2.9	%
Pike Corp.(5)	First lien senior secured loan	SR +	3.00%	01/2028	4,300	4,281		4,316		1.2	%
						48,977		49,026		13.9	%
Financial services
AllSpring Buyer(6)	First lien senior secured loan	SR +	4.00%	11/2028	10,364	$	10,335	$	10,337	3.0	%
Ascensus Holdings, Inc.(5)	First lien senior secured loan	SR +	3.50%	08/2028	2,976	2,957		2,971		0.8	%
BCPE Pequod Buyer, Inc. (dba Envestnet)(6)	First lien senior secured loan	SR +	3.50%	09/2031	10,068	10,017		10,019		2.8	%
Boost Newco Borrower, LLC (dba WorldPay)(6)	First lien senior secured loan	SR +	2.50%	01/2031	12,000	12,000		11,995		3.4	%
Chrysaor Bidco s.à r.l. (dba AlterDomus)(6)	First lien senior secured loan	SR +	3.50%	05/2031	4,112	4,112		4,126		1.2	%
Chrysaor Bidco s.à r.l. (dba AlterDomus)(6)(9)(10)	First lien senior secured delayed draw term loan	SR +	3.50%	05/2031	—	—		—		—	%
Citadel Securities, LP(5)	First lien senior secured loan	SR +	2.25%	07/2030	7,913	7,918		7,906		2.2	%
Citco Funding LLC(7)	First lien senior secured loan	SR +	2.75%	04/2028	9,312	9,291		9,359		2.7	%
Creative Planning, LLC(5)	First lien senior secured loan	SR +	2.00%	05/2031	5,937	5,922		5,906		1.7	%
Deerfield Dakota Holdings(6)	First lien senior secured loan	SR +	3.75%	04/2027	14,234	13,975		13,930		4.0	%
Focus Financial Partners, LLC(6)	First lien senior secured loan	SR +	3.25%	09/2031	8,026	8,006		8,000		2.3	%
Focus Financial Partners, LLC(9)(10)	First lien senior secured delayed draw term loan	SR +	3.25%	09/2031	—	—		—		—	%
Grant Thornton Advisors LLC(5)	First lien senior secured loan	SR +	3.25%	06/2031	4,941	4,941		4,947		1.4	%
Guggenheim Partners Investment Management Holdings, LLC(6)	First lien senior secured loan	SR +	3.25%	12/2029	4,913	4,843		4,918		1.4	%
Harbourvest Partners, L.P.(6)	First lien senior secured loan	SR +	2.25%	04/2030	2,379	2,379		2,379		0.7	%
Jane Street Group, LLC(5)	First lien senior secured loan	SR +	2.50%	01/2028	5,807	5,802		5,801		1.6	%
Janus International Group, LLC(5)	First lien senior secured loan	SR +	2.50%	08/2030	4,788	4,788		4,779		1.4	%
Kestra Advisor Services Holdings A Inc(6)	First lien senior secured loan	SR +	4.00%	03/2031	7,553	7,543		7,574		2.2	%
MARINER WEALTH ADVISORS, LLC(6)	First lien senior secured loan	SR +	3.00%	08/2028	4,679	4,682		4,679		1.3	%
NEON MAPLE US DEBT MERGERSUB Inc(6)	First lien senior secured loan	SR +	3.00%	07/2031	7,901	7,872		7,813		2.2	%
OneDigital Borrower LLC(5)	First lien senior secured loan	SR +	3.25%	07/2031	16,009	15,956		15,855		4.5	%
PUSHPAY USA INC(6)(8)	First lien senior secured loan	SR +	4.50%	08/2031	5,714	5,658		5,657		1.6	%
Saphilux S.a.r.L. (dba IQ-EQ)(6)(8)	First lien senior secured loan	SR +	3.50%	07/2028	13,448	13,454		13,481		3.8	%
Teneo Holdings LLC(5)	First lien senior secured loan	SR +	4.75%	03/2031	12,811	12,687		12,850		3.7	%
TMF Sapphire Bidco B.V.(6)	First lien senior secured loan	SR +	3.50%	05/2028	2,481	2,481		2,486		0.7	%
						177,619		177,768		50.6	%
Food and beverage
1011778 BC / NEW RED FIN (dba Restaurant Brands)(5)	First lien senior secured loan	SR +	1.75%	09/2030	4,871	$	4,877	$	4,817	1.3	%

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Aspire Bakeries Holdings, LLC(5)	First lien senior secured loan	SR +	4.25%	12/2030	4,975	4,929		4,983		1.4	%
Balrog Acquisition, Inc. (dba Bakemark)(5)	First lien senior secured loan	SR +	4.00%	09/2028	10,791	10,690		10,778		3.1	%
Fiesta Purchaser, Inc. (dba Shearer's Foods)(5)	First lien senior secured loan	SR +	4.00%	02/2031	7,922	7,860		7,921		2.3	%
FRONERI US INC(6)	First lien senior secured loan	SR +	2.00%	09/2031	2,411	2,405		2,400		0.7	%
Pegasus BidCo B.V.(6)	First lien senior secured loan	SR +	3.75%	07/2029	11,700	11,704		11,700		3.3	%
Simply Good Foods USA, Inc.(5)	First lien senior secured loan	SR +	2.50%	03/2027	4,775	4,763		4,773		1.4	%
Utz Quality Foods, LLC(6)	First lien senior secured loan	SR +	2.75%	01/2028	2,888	2,888		2,887		0.8	%
Whatabrands LLC (dba Whataburger Restaurants LLC)(5)	First lien senior secured loan	SR +	2.75%	08/2028	1,486	1,486		1,483		0.4	%
						51,602		51,742		14.7	%
Healthcare equipment and services
Agiliti Health(6)	First lien senior secured loan	SR +	3.00%	05/2030	4,829	$	4,794	$	4,780	1.4	%
Azalea TopCo, Inc. (dba Press Ganey)(5)	First lien senior secured loan	SR +	3.50%	04/2031	8,535	8,469		8,514		2.4	%
Confluent Medical Technologies, Inc.(6)(8)	First lien senior secured loan	SR +	3.75%	02/2029	9,590	9,483		9,614		2.7	%
Curium BidCo S.A.R.L (dba Curium Pharma)(6)	First lien senior secured loan	SR +	4.00%	07/2029	8,467	8,476		8,484		2.4	%
Dermatology Intermediate Holdings III, Inc.(5)	First lien senior secured loan	SR +	4.25%	03/2029	13,810	13,670		13,132		3.7	%
Natus Medical Incorporated(6)(8)	First lien senior secured loan	SR +	5.50%	07/2029	4,421	4,170		4,289		1.2	%
Nexstar Broadcasting, Inc.(5)	First lien senior secured loan	SR +	2.50%	09/2026	2,535	2,542		2,533		0.7	%
Resonetics, LLC(5)	First lien senior secured loan	SR +	3.75%	06/2031	11,071	11,063		11,076		3.2	%
Zest Acquisition Corp.(6)(8)	First lien senior secured loan	SR +	5.25%	02/2028	10,362	10,364		10,388		3.0	%
						73,031		72,810		20.7	%
Healthcare providers and services
CHG Healthcare Services, Inc.(5)	First lien senior secured loan	SR +	3.50%	09/2028	2,992	$	2,995	$	2,995	0.9	%
CHG PPC Parent LLC(5)	First lien senior secured loan	SR +	2.75%	12/2028	5,069	5,031		5,046		1.4	%
Concentra(5)	First lien senior secured loan	SR +	2.25%	07/2031	4,559	4,553		4,548		1.3	%
Covetrus, Inc.(6)	First lien senior secured loan	SR +	5.00%	10/2029	9,358	8,911		8,848		2.5	%
HAH Group Holding Company LLC (dba Help at Home)(5)	First lien senior secured loan	SR +	5.00%	09/2031	7,085	6,980		6,983		2.0	%
Inception Finco S.à.r.l (dba IVI RMA)(6)	First lien senior secured loan	SR +	4.50%	04/2031	5,558	5,530		5,588		1.6	%
Inizio Group Limited (dba UDG Healthcare)(6)	First lien senior secured loan	SR +	4.25%	08/2028	6,546	6,512		6,497		1.6	%
LSCS Holdings, Inc.(5)	First lien senior secured loan	SR +	4.50%	12/2028	11,281	11,105		11,244		3.2	%
Pacific Dental Services, LLC(5)	First lien senior secured loan	SR +	2.75%	03/2031	7,248	7,248		7,238		2.1	%
Pediatric Associates Holding Company, LLC(6)(8)	First lien senior secured loan	SR +	4.50%	12/2028	2,998	2,867		2,998		0.9	%
Pediatric Associates Holding Company, LLC(6)	First lien senior secured loan	SR +	3.25%	12/2028	10,712	10,318		10,402		3.0	%
Phoenix Guarantor Inc(5)	First lien senior secured loan	SR +	3.25%	02/2031	9,205	9,119		9,176		2.6	%
Phoenix Newco, Inc. (dba Parexel)(5)	First lien senior secured loan	SR +	3.00%	11/2028	8,027	8,014		8,026		2.3	%
Physician Partners, LLC(7)(8)	First lien senior secured loan	SR +	4.00%	12/2028	11,759	11,277		8,378		2.4	%
Radnet(6)	First lien senior secured loan	SR +	2.50%	04/2031	2,477	2,459		2,478		0.7	%
Select Medical Corp.(5)	First lien senior secured loan	SR +	3.00%	03/2027	532	530		534		0.2	%
Soliant Lower Intermediate, LLC (dba Soliant)(5)	First lien senior secured loan	SR +	3.75%	07/2031	8,252	8,170		8,252		2.3	%
Surgery Center Holdings, Inc.(5)	First lien senior secured loan	SR +	2.75%	12/2030	3,399	3,399		3,399		1.0	%
Team Services Group, LLC(6)	First lien senior secured loan	SR +	5.00%	12/2027	3,550	3,536		3,502		1.0	%
						118,554		116,132		33.0	%
Healthcare technology
Bracket Intermediate Holding Corp.(6)	First lien senior secured loan	SR +	5.00%	05/2028	9,761	$	9,641	$	9,796	2.8	%
Certara(5)	First lien senior secured loan	SR +	3.00%	06/2031	813	811		811		0.2	%
Cotiviti, Inc.(5)(8)	First lien senior secured loan	SR +	3.25%	05/2031	7,297	7,263		7,297		2.1	%
Ensemble RCM, LLC(6)	First lien senior secured loan	SR +	3.00%	08/2029	10,396	10,331		10,405		3.0	%

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Gainwell Acquisition Corp.(6)	First lien senior secured loan	SR +	4.00%	10/2027	2,294	2,246		2,178		0.6	%
GHX Ultimate Parent Corporation (dba Global Healthcare Exchange)(6)	First lien senior secured loan	SR +	4.00%	06/2027	5,940	5,935		5,955		1.7	%
Imprivata, Inc.(6)	First lien senior secured loan	SR +	3.50%	12/2027	12,653	12,644		12,686		3.6	%
IQVIA, Inc.(6)	First lien senior secured loan	SR +	2.00%	01/2031	993	993		996		0.2	%
PointClickCare Technologies, Inc.(6)(8)	First lien senior secured loan	SR +	3.00%	12/2027	1,970	1,970		1,970		0.6	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)	First lien senior secured loan	SR +	3.50%	03/2028	6,425	6,398		6,420		1.8	%
R1 RCM Inc.(5)	First lien senior secured loan	SR +	3.00%	06/2029	6,718	6,667		6,729		1.9	%
Waystar Technologies, Inc. (F/K/A Navicure, Inc.)(5)	First lien senior secured loan	SR +	2.75%	10/2029	6,398	6,398		6,395		1.8	%
Zelis Cost Management Buyer, Inc.(5)	First lien senior secured loan	SR +	2.75%	09/2029	10,050	10,013		10,039		2.9	%
						81,310		81,677		23.2	%
Household products
Samsonite International S.A.(5)	First lien senior secured loan	SR +	2.00%	06/2030	990	$	988	$	992	0.3	%
						988		992		0.3	%
Human resource support services
AQ Carver Buyer, Inc. (dba CoAdvantage)(6)(8)	First lien senior secured loan	SR +	5.50%	08/2029	7,522	$	7,481	$	7,522	2.1	%
Cast & Crew Payroll, LLC(5)	First lien senior secured loan	SR +	3.75%	12/2028	6,972	6,960		6,981		2.0	%
iSolved, Inc.(5)	First lien senior secured loan	SR +	3.50%	10/2030	9,422	9,422		9,442		2.7	%
UKG Inc. (dba Ultimate Software)(6)	First lien senior secured loan	SR +	3.25%	02/2031	10,514	10,508		10,514		3.0	%
						34,371		34,459		9.8	%
Infrastructure and environmental services
ASP ACUREN HOLDINGS, INC.(5)	First lien senior secured loan	SR +	3.50%	07/2031	3,288	$	3,288	$	3,299	1.0	%
Geosyntec Consultants, Inc.(5)(8)	First lien senior secured loan	SR +	3.75%	07/2031	9,469	9,422		9,421		2.7	%
Gulfside Supply, Inc. (dba Gulfeagle Supply)(6)	First lien senior secured loan	SR +	3.00%	06/2031	2,974	2,967		2,970		0.8	%
Madison IAQ, LLC(7)	First lien senior secured loan	SR +	2.75%	06/2028	985	980		984		0.3	%
Osmose Utilities Services, Inc.(5)	First lien senior secured loan	SR +	3.25%	06/2028	5,804	5,492		5,746		1.6	%
						22,149		22,420		6.4	%
Insurance
Acrisure, LLC(5)	First lien senior secured loan	SR +	3.25%	11/2030	12,722	$	12,712	$	12,587	3.7	%
Alliant Holdings Intermediate LLC(6)	First lien senior secured loan	SR +	3.00%	09/2031	2,354	2,349		2,341		0.7	%
Ardonagh Midco 3 PLC(7)	First lien senior secured loan	SR +	3.75%	02/2031	13,730	13,661		13,738		3.9	%
AssuredPartners, Inc.(5)	First lien senior secured loan	SR +	3.50%	02/2031	7,027	7,012		7,018		2.0	%
Broadstreet Partners, Inc.(5)	First lien senior secured loan	SR +	3.25%	06/2031	7,139	7,136		7,108		2.0	%
Hub International(6)	First lien senior secured loan	SR +	3.00%	06/2030	2,985	2,985		2,980		0.8	%
Hyperion Refinance S.à r.l (dba Howden Group)(6)	First lien senior secured loan	SR +	3.50%	04/2030	5,283	5,283		5,284		1.5	%
Hyperion Refinance S.à r.l (dba Howden Group)(5)	First lien senior secured loan	SR +	3.50%	02/2031	10,522	10,476		10,523		3.0	%
IMA Financial Group, Inc.(5)	First lien senior secured loan	SR +	3.25%	11/2028	7,173	7,155		7,160		2.0	%
Mitchell International, Inc.(5)	First lien senior secured loan	SR +	3.25%	06/2031	5,000	4,976		4,922		1.4	%
Ryan Specialty Group LLC(5)	First lien senior secured loan	SR +	2.25%	09/2031	1,843	1,838		1,838		0.5	%
Truist Insurance Holdings, LLC(6)	First lien senior secured loan	SR +	3.25%	05/2031	7,357	7,340		7,339		2.1	%
USI, Inc.(6)	First lien senior secured loan	SR +	2.75%	09/2030	7,552	7,552		7,526		2.1	%
						90,475		90,364		25.7	%
Internet software and services
Applied Systems, Inc.(6)	First lien senior secured loan	SR +	3.00%	02/2031	998	$	1,002	$	998	0.3	%
Barracuda Networks, Inc.(7)	First lien senior secured loan	SR +	4.50%	08/2029	8,439	8,169		8,190		2.3	%
Cloud Software Group, Inc.(6)	First lien senior secured loan	SR +	4.00%	03/2029	4,962	4,963		4,938		1.4	%
Cloud Software Group, Inc.(6)	First lien senior secured loan	SR +	4.50%	03/2031	8,211	8,151		8,228		2.3	%
Dayforce Inc(5)	First lien senior secured loan	SR +	2.50%	03/2031	7,665	7,648		7,646		2.2	%

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Delta TopCo, Inc. (dba Infoblox, Inc.)(7)	First lien senior secured loan	SR +	3.50%	11/2029	5,704	5,690		5,690		1.6	%
E2open, LLC(5)	First lien senior secured loan	SR +	3.50%	02/2028	8,275	8,192		8,291		2.4	%
Epicor(5)	First lien senior secured loan	SR +	3.25%	05/2031	2,071	2,069		2,072		0.6	%
Epicor(6)(9)(10)	First lien senior secured delayed draw term loan	SR +	3.25%	05/2031	—	—		—		—	%
HomeServe USA Holding Corp.(5)	First lien senior secured loan	SR +	2.25%	10/2030	3,979	3,978		3,969		1.1	%
Infinite Bidco LLC(6)	First lien senior secured loan	SR +	3.75%	03/2028	5,030	4,907		4,867		1.4	%
McAfee Corp.(5)	First lien senior secured loan	SR +	3.25%	03/2029	8,275	8,270		8,236		2.3	%
MeridianLink, Inc.(5)	First lien senior secured loan	SR +	2.75%	11/2028	4,795	4,795		4,801		1.4	%
Mitnick Corporate Purchaser, Inc.(6)	First lien senior secured loan	SR +	4.50%	05/2029	7,822	7,416		6,952		2.0	%
Project Alpha Intermediate Holding, Inc. (dba Qlik)(6)	First lien senior secured loan	SR +	3.75%	10/2030	10,945	10,945		10,963		3.1	%
Project Sky Merger Sub, Inc.(5)	First lien senior secured loan	SR +	3.75%	10/2028	8,251	8,222		8,015		2.3	%
Proofpoint, Inc.(5)	First lien senior secured loan	SR +	3.00%	08/2028	10,057	10,057		10,050		2.9	%
Quartz Acquireco, LLC (dba Qualtrics)(6)	First lien senior secured loan	SR +	2.75%	06/2030	8,964	8,964		8,947		2.5	%
Sedgwick Claims Management Services, Inc.(6)	First lien senior secured loan	SR +	3.00%	07/2031	12,091	12,061		12,064		3.4	%
SONICWALL US Holdings, Inc.(6)	First lien senior secured loan	SR +	5.00%	05/2028	10,451	10,182		10,290		2.9	%
Sophos Holdings, LLC(5)	First lien senior secured loan	SR +	3.50%	03/2027	5,144	5,089		5,152		1.5	%
SS&C(5)	First lien senior secured loan	SR +	2.00%	05/2031	945	945		945		0.3	%
The Dun & Bradstreet Corporation(5)	First lien senior secured loan	SR +	2.75%	01/2029	4,006	4,006		4,001		1.1	%
UST Holdings, Ltd.(5)	First lien senior secured loan	SR +	3.50%	11/2028	13,209	13,201		13,247		3.8	%
Vertiv Group Corp.(5)	First lien senior secured loan	SR +	2.00%	03/2027	515	515		515		0.1	%
VIRTUSA CORPORATION(5)	First lien senior secured loan	SR +	3.25%	02/2029	2,371	2,371		2,369		0.7	%
VS Buyer LLC (dba Veeam Software)(5)	First lien senior secured loan	SR +	3.25%	04/2031	10,028	10,006		10,024		2.9	%
Webpros Luxembourg Sarl(5)	First lien senior secured loan	SR +	4.00%	03/2031	6,823	6,807		6,832		1.9	%
						178,621		178,292		50.7	%
Investment funds and vehicle
Finco I, LLC(6)	First lien senior secured loan	SR +	3.00%	06/2029	7,280	$	7,287	$	7,287	2.1	%
First Eagle Investments Management LLC(6)	First lien senior secured loan	SR +	3.00%	03/2029	8,710	8,606		8,623		2.5	%
Grosvenor(5)	First lien senior secured loan	SR +	2.25%	02/2030	3,959	3,959		3,957		1.1	%
						19,852		19,867		5.7	%
Leisure and entertainment
Delta 2 (Lux) SARL (dba Formula One)(6)	First lien senior secured loan	SR +	2.00%	09/2031	2,444	$	2,444	$	2,443	0.7	%
GBT US III LLC (dba Global Business Travel Group, Inc.)(6)	First lien senior secured loan	SR +	3.00%	07/2031	5,028	5,017		5,013		1.4	%
Delta 2 (Lux) SARL (dba Formula One)(9)(10)	First lien senior secured delayed draw term loan	SR +	2.00%	09/2031	—	—		—		—	%
Pretzel Parent, Inc.(6)(8)	First lien senior secured loan	SR +	4.75%	08/2031	4,500	4,432		4,432		1.3	%
						11,893		11,888		3.4	%
Manufacturing
ALLIANCE LAUNDRY SYSTEMS LLC(5)	First lien senior secured loan	SR +	3.50%	08/2031	10,254	$	10,203	$	10,261	2.9	%
Altar Bidco, Inc.(6)	First lien senior secured loan	SR +	3.10%	02/2029	4,679	4,515		4,680		1.3	%
Chariot Buyer LLC (dba Chamberlain Group)(5)	First lien senior secured loan	SR +	3.50%	11/2028	4,075	4,069		4,063		1.2	%
Columbus McKinnon Corp.(6)	First lien senior secured loan	SR +	2.50%	05/2028	416	416		417		0.1	%
DXP Enterprises, Inc.(7)	First lien senior secured loan	SR +	4.75%	10/2030	12,624	12,500		12,630		3.6	%
Engineered Machinery Holdings, Inc. (dba Duravant)(6)	First lien senior secured loan	SR +	3.75%	05/2028	11,450	11,379		11,478		3.3	%
Filtration Group Corporation(5)	First lien senior secured loan	SR +	3.50%	10/2028	5,691	5,683		5,689		1.6	%
Gates Global LLC(5)	First lien senior secured loan	SR +	2.25%	11/2029	1,970	1,947		1,971		0.6	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(5)	First lien senior secured loan	SR +	4.00%	12/2027	2,992	2,985		2,979		0.8	%
Pro Mach Group, Inc.(5)	First lien senior secured loan	SR +	3.50%	08/2028	13,594	13,604		13,631		3.9	%

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Refficiency Holdings, LLC (dba Legence)(5)	First lien senior secured loan	SR +	3.50%	12/2027	11,686	11,659		11,711		3.3	%
STS Operating, Inc.(5)	First lien senior secured loan	SR +	4.00%	03/2031	10,521	10,476		10,442		3.0	%
Watlow Electric Manufacturing Company(6)	First lien senior secured loan	SR +	3.75%	03/2028	11,540	11,552		11,567		3.3	%

Zekelman Industries Inc. (dba Zekelman Industries)(5)	First lien senior secured loan	SR +	2.25%	01/2031	6,683	6,668		6,689		1.9	%
						107,656		108,208		30.8	%
Pharmaceuticals
Fortrea Holdings Inc.(7)	First lien senior secured loan	SR +	3.75%	07/2030	5,191	$	5,207	$	5,179	1.5	%
						5,207		5,179		1.5	%
Professional services
Apex Group Treasury LLC(7)	First lien senior secured loan	SR +	3.75%	07/2028	4,850	$	4,715	$	4,850	1.4	%
Apex Group Treasury LLC(7)	First lien senior secured loan	SR +	4.00%	07/2028	7,177	7,178		7,187		2.0	%
Arsenal AIC Parent, LLC (dba Arconic)(5)	First lien senior secured loan	SR +	3.25%	08/2030	7,184	7,184		7,170		2.0	%
Camelot U.S. Acquisition 1 Co.(5)	First lien senior secured loan	SR +	2.75%	01/2031	3,683	3,675		3,676		1.0	%
Corporation Service Company(5)	First lien senior secured loan	SR +	2.50%	11/2029	1,577	1,577		1,577		0.4	%
Element Solutions, Inc.(5)	First lien senior secured loan	SR +	2.00%	12/2030	993	990		993		0.3	%
First Advantage Holdings LLC(6)(8)	First lien senior secured loan	SR +	3.25%	09/2031	4,240	4,218		4,218		1.2	%
Genuine Financial Holdings, LLC(6)	First lien senior secured loan	SR +	4.00%	09/2030	5,629	5,590		5,587		1.6	%
Omnia Partners, LLC(6)	First lien senior secured loan	SR +	3.25%	07/2030	8,514	8,512		8,531		2.4	%
Red Ventures, LLC(5)	First lien senior secured loan	SR +	3.00%	03/2030	5,300	5,287		5,242		1.5	%
Skopima Merger Sub Inc.(5)	First lien senior secured loan	SR +	4.00%	05/2028	8,657	8,447		8,636		2.5	%
Sovos Compliance, LLC(5)	First lien senior secured loan	SR +	4.50%	08/2028	13,338	13,046		13,319		3.8	%
Thevelia (US) LLC (dba Tricor)(6)	First lien senior secured loan	SR +	3.25%	06/2029	6,618	6,618		6,618		1.9	%
Vistage International, Inc.(6)	First lien senior secured loan	SR +	4.75%	07/2029	9,702	9,576		9,684		2.8	%
						86,613		87,288		24.8	%
Telecommunications
Cable One, Inc.(5)	First lien senior secured loan	SR +	2.00%	05/2028	4,743	$	4,731	$	4,603	1.4	%
Ciena Corp.(5)	First lien senior secured loan	SR +	2.00%	10/2030	993	991		993		0.3	%
Cogeco Communications (USA) II L.P.(5)	First lien senior secured loan	SR +	2.50%	09/2028	4,436	4,394		4,354		1.2	%
Eagle Broadband Investments, LLC (dba Mega Broadband Investments)(6)	First lien senior secured loan	SR +	3.00%	11/2027	2,901	2,894		2,894		0.8	%
						13,010		12,844		3.7	%
Transportation
Echo Global Logistics, Inc.(5)	First lien senior secured loan	SR +	3.75%	11/2028	6,602	$	6,541	$	6,513	1.9	%
KKR Apple Bidco, LLC(5)	First lien senior secured loan	SR +	3.50%	09/2028	5,174	5,187		5,183		1.4	%
						11,728		11,696		3.3	%


Total Debt Investments						$	1,673,798	$	1,666,460	474.2	%
Total Investments						$	1,673,798	$	1,666,460	474.2	%

(1)Unless otherwise indicated, OCIC SLF’s investments are pledged as collateral supporting the amounts outstanding under OCIC SLF’s Debt Facilities.

(2)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)Unless otherwise indicated, all investments are considered Level 2 investments.

(4)Unless otherwise indicated, loan contains a variable rate structure, which may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR” or “SR”) (which can include one-, three-, six- or twelve-month SOFR), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.

(5)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2024 was 4.85%.

(6)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2024 was 4.59%.

(7)The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2024 was 4.25%.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

(8)Level 3 investment.

(9)Position or portion thereof is an unfunded loan commitment.

(10)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Debt Investments
Aerospace and defense
American Airlines, Inc.(7)	First lien senior secured loan	SR +	2.75%	02/2028	1,980	$	1,947	$	1,976	0.7	%
Avolon TLB Borrower 1 (US) LLC(5)	First lien senior secured loan	SR +	2.50%	06/2028	9,490	9,413		9,505		3.1	%
Barnes Group, Inc.(5)	First lien senior secured loan	SR +	3.00%	09/2030	6,484	6,437		6,497		2.1	%
Bleriot US Bidco, Inc.(6)	First lien senior secured loan	SR +	4.00%	10/2028	5,927	5,847		5,946		2.0	%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(5)	First lien senior secured loan	SR +	4.00%	08/2028	1,809	1,797		1,813		0.6	%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(5)	First lien senior secured loan	SR +	4.00%	04/2026	4,221	4,194		4,229		1.4	%
Peraton Corp.(5)	First lien senior secured loan	SR +	3.75%	02/2028	12,458	12,219		12,474		4.0	%
Transdigm Inc.(6)	First lien senior secured loan	SR +	3.25%	02/2031	5,000	4,988		5,019		1.7	%
Transdigm, Inc.(6)	First lien senior secured loan	SR +	3.25%	08/2028	2,973	2,967		2,984		1.0	%
Transdigm, Inc.(6)	First lien senior secured loan	SR +	3.25%	02/2027	2,970	2,923		2,980		1.0	%
Vertex Aerospace Services Corp. (dba V2X)(5)	First lien senior secured loan	SR +	3.25%	12/2028	2,993	2,989		2,994		1.0	%
						55,721		56,417		18.6	%

Automotive
Belron Finance US LLC(6)	First lien senior secured loan	SR +	2.50%	04/2029	2,488	$	2,476	$	2,491	0.8	%
PAI Holdco, Inc.(6)(8)	First lien senior secured loan	SR +	3.75%	10/2027	6,562	6,141		6,102		2.0	%
						8,617		8,593		2.8	%
Buildings and real estate
84 Lumber Company(5)	First lien senior secured loan	SR +	2.75%	11/2030	5,212	$	5,186	$	5,220	1.7	%
American Residential Services, LLC(6)(8)	First lien senior secured loan	SR +	3.50%	10/2027	4,488	4,487		4,483		1.5	%
Beacon Roofing Supply, Inc.(5)	First lien senior secured loan	SR +	2.50%	05/2028	2,970	2,966		2,980		1.0	%
CPG International LLC(5)	First lien senior secured loan	SR +	2.50%	04/2029	6,894	6,865		6,898		2.2	%
Cushman & Wakefield U.S. Borrower, LLC(5)(8)	First lien senior secured loan	SR +	4.00%	01/2030	7,000	6,831		6,930		2.3	%
Cushman & Wakefield U.S. Borrower, LLC(5)(8)	First lien senior secured loan	SR +	2.75%	08/2025	247	243		246		0.1	%
Dodge Construction Network, LLC(6)	First lien senior secured loan	SR +	4.75%	02/2029	5,221	4,911		4,020		1.3	%
Greystar Real Estate Partners, LLC (dba Greystar)(6)(8)	First lien senior secured loan	SR +	3.75%	08/2030	6,983	6,883		6,878		2.3	%
GYP Holdings III Corp.(5)	First lien senior secured loan	SR +	3.00%	05/2030	2,000	1,990		2,005		0.7	%
Quikrete Holdings, Inc.(5)	First lien senior secured loan	SR +	2.75%	03/2029	1,990	1,990		1,995		0.7	%
RealPage, Inc.(5)	First lien senior secured loan	SR +	3.00%	04/2028	10,440	9,921		10,345		3.4	%
Wrench Group LLC(6)	First lien senior secured loan	SR +	4.00%	04/2026	9,660	9,642		9,669		3.2	%
						61,916		61,669		20.4	%
Business services
ASGN, Inc.(5)	First lien senior secured loan	SR +	2.25%	08/2030	2,494	$	2,488	$	2,502	0.8	%
Boxer Parent Company Inc. (f/k/a BMC)(5)	First lien senior secured loan	SR +	4.25%	12/2028	6,123	6,050		6,159		2.0	%
BrightView Landscapes, LLC(6)	First lien senior secured loan	SR +	3.00%	04/2029	6,519	6,347		6,517		2.2	%
Brown Group Holdings, LLC(5)	First lien senior secured loan	SR +	3.75%	07/2029	4,492	4,462		4,503		1.5	%
ConnectWise, LLC(6)	First lien senior secured loan	SR +	3.50%	09/2028	10,440	9,939		10,405		3.4	%
IDEMIA Group SAS(6)	First lien senior secured loan	SR +	4.75%	09/2028	1,990	1,967		1,994		0.7	%
Packers Holdings, LLC(5)	First lien senior secured loan	SR +	3.25%	03/2028	3,928	3,655		2,457		0.8	%
Sitel Worldwide Corp.(5)	First lien senior secured loan	SR +	3.75%	08/2028	6,939	6,841		6,648		2.2	%
VM Consolidated, Inc.(5)	First lien senior secured loan	SR +	3.25%	03/2028	2,107	2,088		2,114		0.7	%

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
						43,837		43,299		14.3	%
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(5)(8)	First lien senior secured loan	SR +	4.75%	11/2027	2,970	$	2,799	$	2,963	1.0	%
Axalta Coating Systems US Holdings Inc.(6)	First lien senior secured loan	SR +	2.50%	12/2029	6,884	6,842		6,900		2.3	%
Blue Tree Holdings, Inc.(6)	First lien senior secured loan	SR +	2.50%	03/2028	3,964	3,930		3,935		1.3	%
Cyanco Intermediate 2 Corp.(5)	First lien senior secured loan	SR +	4.75%	07/2028	3,990	3,908		3,997		1.2	%
DCG Acquisition Corp.(5)	First lien senior secured loan	SR +	4.50%	09/2026	7,383	7,349		7,318		2.4	%
H.B. Fuller Company(5)	First lien senior secured loan	SR +	2.25%	02/2030	1,741	1,741		1,743		0.6	%
Ineos US Finance LLC(5)	First lien senior secured loan	SR +	3.50%	02/2030	3,486	3,451		3,486		1.2	%
Ineos US Finance LLC(5)	First lien senior secured loan	SR +	3.75%	11/2027	2,978	2,888		2,984		1.0	%
Ineos US Petrochem LLC(5)(8)	First lien senior secured loan	SR +	3.75%	03/2030	1,990	1,971		1,990		0.7	%
Nouryon Finance B.V.(5)	First lien senior secured loan	SR +	4.00%	04/2028	2,488	2,466		2,493		0.8	%
Nouryon Finance B.V.(6)	First lien senior secured loan	SR +	4.00%	10/2025	5,785	5,726		5,802		1.9	%
Windsor Holdings III LLC(5)	First lien senior secured loan	SR +	4.50%	08/2030	5,736	5,636		5,766		1.9	%
						48,707		49,377		16.3	%
Consumer products
HomeServe USA Holding Corp.(5)	First lien senior secured loan	SR +	3.00%	10/2030	4,000	$	3,961	$	4,011	1.3	%
Olaplex, Inc.(5)	First lien senior secured loan	SR +	3.50%	02/2029	5,220	4,890		4,816		1.6	%
						8,851		8,827		2.9	%

Containers and packaging
Berlin Packaging L.L.C.(5)	First lien senior secured loan	SR +	3.75%	03/2028	12,486	$	12,094	$	12,488	4.1	%
BW Holding, Inc.(6)(8)	First lien senior secured loan	SR +	4.00%	12/2028	7,689	7,578		7,151		2.4	%
Charter NEX US, Inc.(5)	First lien senior secured loan	SR +	3.75%	12/2027	5,731	5,686		5,750		1.9	%
OneDigital Borrower LLC(6)(8)	First lien senior secured loan	SR +	4.25%	11/2027	1,911	1,897		1,907		0.6	%
Plaze, Inc.(5)	First lien senior secured loan	SR +	3.75%	08/2026	3,990	3,865		3,870		1.3	%
Plaze, Inc.(5)	First lien senior secured loan	SR +	3.50%	08/2026	995	971		965		0.3	%
ProAmpac PG Borrower LLC(6)	First lien senior secured loan	SR +	4.50%	11/2028	10,250	10,165		10,253		3.4	%
Ring Container Technologies Group, LLC(5)	First lien senior secured loan	SR +	3.50%	08/2028	9,663	9,513		9,678		3.2	%
Tricorbraun Holdings, Inc.(5)	First lien senior secured loan	SR +	3.25%	03/2028	10,439	9,981		10,364		3.4	%
Trident TPI Holdings, Inc.(6)	First lien senior secured loan	SR +	4.50%	09/2028	1,990	1,941		1,989		0.7	%
Valcour Packaging, LLC(5)	First lien senior secured loan	SR +	3.75%	10/2028	3,077	3,073		2,405		0.8	%
						66,764		66,820		22.1	%
Distribution
Aramsco, Inc.(6)(9)(10)	First lien senior secured delayed draw term loan	SR +	4.75%	10/2025	—	$	—	$	—	—	%
Aramsco, Inc.(6)	First lien senior secured loan	SR +	4.75%	10/2030	8,515	8,346		8,497		2.8	%
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(5)	First lien senior secured loan	SR +	4.75%	12/2028	5,265	5,216		5,275		1.7	%
Dealer Tire, LLC(5)	First lien senior secured loan	SR +	4.50%	12/2027	3,920	3,860		3,927		1.3	%
SRS Distribution, Inc.(5)	First lien senior secured loan	SR +	3.50%	06/2028	11,530	10,887		11,534		3.7	%
White Cap Supply Holdings, LLC(5)	First lien senior secured loan	SR +	3.75%	10/2027	11,298	10,843		11,317		3.7	%
						39,152		40,550		13.2	%
Education
Renaissance Learning, Inc.(5)	First lien senior secured loan	SR +	4.75%	04/2030	4,988	$	4,905	$	4,999	1.7	%
Severin Acquisition, LLC (dba Powerschool)(6)	First lien senior secured loan	SR +	3.25%	08/2025	11,451	11,335		11,487		3.7	%
Sophia, L.P.(5)	First lien senior secured loan	SR +	4.25%	10/2027	9,664	9,648		9,642		3.2	%
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(6)	First lien senior secured loan	SR +	4.50%	10/2030	3,663	3,618		3,671		1.2	%
						29,506		29,799		9.8	%
Energy equipment and services

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
AMG Advanced Metallurgical Group N.V(5)	First lien senior secured loan	SR +	3.50%	11/2028	3,430	$	3,413	$	3,411	1.1	%
AZZ Inc.(5)	First lien senior secured loan	SR +	4.25%	05/2029	7,925	7,866		7,952		2.6	%
Brookfield WEC Holdings Inc.(5)	First lien senior secured loan	SR +	3.75%	08/2025	3,456	3,439		3,465		1.1	%
Calpine Construction Finance Company(5)	First lien senior secured loan	SR +	2.25%	07/2030	1,995	1,980		1,994		0.7	%
Pike Corp.(5)	First lien senior secured loan	SR +	3.00%	01/2028	9,800	9,638		9,821		3.1	%
Rockwood Service Corp.(5)	First lien senior secured loan	SR +	4.25%	01/2027	6,466	6,451		6,477		2.1	%
						32,787		33,120		10.7	%

Financial services
Acuris Finance US, Inc. (ION Analytics) (6)	First lien senior secured loan	SR +	4.00%	02/2028	7,619	$	7,496	$	7,602	2.5	%
AlixPartners, LLP(5)	First lien senior secured loan	SR +	2.75%	02/2028	1,492	1,482		1,495		0.5	%
AllSpring Buyer(6)	First lien senior secured loan	SR +	3.75%	11/2028	4,938	4,881		4,911		1.6	%
Boost Newco Borrower, LLC (dba WorldPay)(6)	First lien senior secured loan	SR +	3.00%	09/2030	12,000	11,940		12,046		4.0	%
Citadel Securities, LP(5)	First lien senior secured loan	SR +	2.50%	07/2030	8,968	8,933		8,980		3.0	%
Citco Funding LLC(6)	First lien senior secured loan	SR +	3.25%	04/2028	6,234	6,204		6,250		2.1	%
Deerfield Dakota Holdings(6)	First lien senior secured loan	SR +	3.75%	04/2027	8,830	8,511		8,734		2.8	%
Focus Financial Partners, LLC(5)	First lien senior secured loan	SR +	3.25%	06/2028	4,938	4,864		4,941		1.6	%
Focus Financial Partners, LLC(5)	First lien senior secured loan	SR +	3.50%	06/2028	2,993	2,938		2,996		1.0	%
Guggenheim Partners Investment Management Holdings, LLC(6)	First lien senior secured loan	SR +	3.25%	12/2029	4,950	4,873		4,954		1.6	%
Harbourvest Partners, L.P.(6)(8)	First lien senior secured loan	SR +	3.00%	04/2030	2,494	2,458		2,488		0.8	%
Helios Software Holdings, Inc.(6)	First lien senior secured loan	SR +	4.25%	07/2030	5,000	4,807		4,988		1.6	%
Janus International Group, LLC(6)	First lien senior secured loan	SR +	3.25%	08/2030	4,988	4,958		4,992		1.6	%
Saphilux S.a.r.L (dba IQ EQ)(7)	First lien senior secured loan	SR +	4.75%	07/2028	7,500	7,395		7,505		2.5	%
The Edelman Financial Engines Center, LLC(5)	First lien senior secured loan	SR +	3.50%	04/2028	3,959	3,880		3,962		1.3	%
TMF Sapphire Bidco B.V.(6)	First lien senior secured loan	SR +	5.00%	05/2028	2,500	2,458		2,510		0.8	%
USI, Inc.(6)	First lien senior secured loan	SR +	3.25%	09/2030	3,990	3,981		3,991		1.3	%
						92,059		93,345		30.6	%
Food and beverage
1011778 BC / NEW RED FIN (dba Restaurant Brands)(5)	First lien senior secured loan	SR +	2.25%	09/2030	4,000	$	3,981	$	3,998	1.3	%
AI Aqua Merger Sub, Inc. (dba Culligan International)(5)	First lien senior secured loan	SR +	3.75%	07/2028	2,576	2,571		2,575		0.9	%
AI Aqua Merger Sub, Inc. (dba Culligan International)(6)(9)(10)	First lien senior secured delayed draw term loan	SR +	4.25%	12/2024	6,609	6,369		6,605		2.2	%
Aramark Services, Inc.(5)	First lien senior secured loan	SR +	2.50%	06/2030	1,990	1,971		1,992		0.7	%
Aspire Bakeries Holdings, LLC(5)(8)	First lien senior secured loan	SR +	4.25%	12/2030	5,000	4,950		4,925		1.6	%
Balrog Acquisition, Inc. (dba Bakemark)(5)	First lien senior secured loan	SR +	4.00%	09/2028	9,374	9,259		9,213		3.0	%
Naked Juice LLC (dba Tropicana)(6)	First lien senior secured loan	SR +	3.25%	01/2029	10,467	9,686		10,100		3.2	%
Pegasus BidCo B.V.(6)	First lien senior secured loan	SR +	4.25%	07/2029	7,440	7,332		7,433		2.5	%
Shearer's Foods, LLC(5)	First lien senior secured loan	SR +	3.50%	09/2027	8,717	8,216		8,721		2.9	%
Simply Good Foods USA, Inc.(5)	First lien senior secured loan	SR +	2.50%	03/2027	2,976	2,956		2,976		1.0	%
Utz Quality Foods, LLC(6)	First lien senior secured loan	SR +	3.00%	01/2028	1,153	1,153		1,153		0.4	%
						58,444		59,691		19.7	%
Healthcare equipment and services
Confluent Medical Technologies, Inc.(6)(8)	First lien senior secured loan	SR +	3.75%	02/2029	9,664	$	9,541	$	9,615	3.2	%
Curium BidCo S.A.R.L (dba Curium Pharma)(6)	First lien senior secured loan	SR +	4.50%	07/2029	6,047	6,026		6,036		2.0	%
Dermatology Intermediate Holdings III, Inc.(6)	First lien senior secured loan	SR +	4.25%	03/2029	11,664	11,551		11,252		3.7	%
Medline Borrower, LP(5)	First lien senior secured loan	SR +	3.00%	10/2028	6,248	5,910		6,274		2.1	%

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Natus Medical, Inc.(6)(8)	First lien senior secured loan	SR +	5.50%	07/2029	4,455	4,175		4,143		1.4	%
Nexstar Broadcasting, Inc.(5)	First lien senior secured loan	SR +	2.50%	09/2026	4,300	4,302		4,300		1.4	%
Resonetics, LLC(6)	First lien senior secured loan	SR +	4.00%	04/2028	6,593	6,511		6,586		2.1	%
Zest Acquisition Corp.(5)(8)	First lien senior secured loan	SR +	5.50%	02/2028	8,439	8,180		8,228		2.7	%
						56,196		56,434		18.6	%
Healthcare providers and services
Covetrus, Inc.(6)	First lien senior secured loan	SR +	5.00%	10/2029	9,429	$	8,932	$	9,411	3.1	%
HAH Group Holding Company LLC (dba Help at Home)(5)(8)	First lien senior secured loan	SR +	5.00%	10/2027	2,685	2,666		2,658		0.9	%
HAH Group Holding Company LLC (dba Help at Home)(5)(8)	First lien senior secured loan	SR +	5.00%	10/2027	3,328	3,321		3,295		1.1	%
LSCS Holdings, Inc.(5)(8)	First lien senior secured loan	SR +	4.50%	12/2028	9,356	9,182		9,193		3.0	%
MJH Healthcare Holdings, LLC(5)	First lien senior secured loan	SR +	3.50%	01/2029	3,793	3,737		3,769		1.2	%
Pediatric Associates Holding Company, LLC(5)(8)	First lien senior secured loan	SR +	4.50%	12/2028	1,990	1,916		1,960		0.6	%
Pediatric Associates Holding Company, LLC(5)(8)	First lien senior secured loan	SR +	3.25%	12/2028	5,352	5,273		5,165		1.7	%
Phoenix Newco, Inc. (dba Parexel)(5)	First lien senior secured loan	SR +	3.25%	11/2028	7,369	7,136		7,408		2.4	%
Physician Partners, LLC(6)	First lien senior secured loan	P +	4.00%	12/2028	9,850	9,381		9,283		3.1	%
Premise Health Holding(6)(8)	First lien senior secured loan	SR +	4.75%	07/2025	3,201	3,178		3,185		1.1	%
Select Medical Corp.(5)	First lien senior secured loan	SR +	3.00%	03/2027	2,985	2,971		2,982		1.1	%

Surgery Center Holdings, Inc.(6)	First lien senior secured loan	SR +	3.50%	12/2030	2,416	2,392		2,423		0.8	%
						60,085		60,732		20.1	%
Healthcare technology
Athenahealth Group Inc.(5)	First lien senior secured loan	SR +	3.25%	02/2029	9,308	$	8,644	$	9,257	3.1	%
Bracket Intermediate Holding Corp.(6)	First lien senior secured loan	SR +	5.00%	05/2028	6,835	6,681		6,825		2.3	%
Gainwell Acquisition Corp.(6)	First lien senior secured loan	SR +	4.00%	10/2027	7,859	7,695		7,623		2.5	%
GHX Ultimate Parent Corporation(6)	First lien senior secured loan	SR +	4.75%	06/2027	2,985	2,920		2,986		1.0	%
Imprivata, Inc.(5)	First lien senior secured loan	SR +	4.25%	12/2027	9,664	9,515		9,692		3.1	%
IQVIA, Inc.(6)	First lien senior secured loan	SR +	2.00%	01/2031	4,111	4,111		4,123		1.4	%
PointClickCare Technologies Inc.PointClickCare Technologies Inc(6)(8)	First lien senior secured loan	SR +	3.00%	12/2027	1,985	1,957		1,980		0.7	%
R1 RCM Inc.(6)(8)	First lien senior secured loan	SR +	3.50%	06/2029	5,000	4,940		5,000		1.7	%
R1 RCM Inc.(5)	First lien senior secured loan	SR +	3.00%	06/2029	3,970	3,970		3,966		1.3	%
Verscend Holding Corp.(5)	First lien senior secured loan	SR +	4.00%	08/2025	9,843	9,763		9,851		3.3	%
Zelis Cost Management Buyer, Inc.(5)	First lien senior secured loan	SR +	3.50%	09/2026	4,454	4,451		4,459		1.5	%
						64,647		65,762		21.9	%
Household products
Samsonite International S.A.(5)	First lien senior secured loan	SR +	2.75%	06/2030	1,990	$	1,981	$	1,990	0.7	%
						1,981		1,990		0.7	%
Human resource support services
AQ Carver Buyer, Inc. (dba CoAdvantage)(7)	First lien senior secured loan	SR +	5.50%	08/2029	4,738	$	4,680	$	4,750	1.6	%
iSolved, Inc.(6)	First lien senior secured loan	SR +	4.00%	10/2030	6,250	6,188		6,250		2.0	%
						10,868		11,000		3.6	%
Infrastructure and environmental services
Asplundh Tree Expert, LLC(5)	First lien senior secured loan	SR +	1.75%	09/2027	1,430	$	1,426	$	1,430	0.5	%
Madison IAQ, LLC(5)	First lien senior secured loan	SR +	3.25%	06/2028	8,355	8,200		8,317		2.7	%
Osmose Utilities Services, Inc.(5)	First lien senior secured loan	SR +	3.25%	06/2028	8,466	7,938		8,452		2.8	%
USIC Holdings, Inc.(6)	First lien senior secured loan	SR +	3.50%	05/2028	2,947	2,824		2,919		1.0	%
						20,388		21,118		7.0	%
Insurance

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Acrisure, LLC(6)	First lien senior secured loan	SR +	4.50%	12/2030	9,222	$	8,876	$	9,229	3.0	%
AssuredPartners, Inc.(5)	First lien senior secured loan	SR +	3.75%	02/2027	7,705	7,568		7,718		2.6	%
Broadstreet Partners, Inc.(5)	First lien senior secured loan	SR +	3.00%	01/2027	2,067	2,050		2,067		0.7	%
Broadstreet Partners, Inc.(5)	First lien senior secured loan	SR +	3.75%	01/2029	5,993	5,950		6,002		2.0	%
Hub International(6)	First lien senior secured loan	SR +	4.25%	06/2030	7,980	7,903		8,010		2.6	%
Hyperion Refinance S.a.r.l (dba Howden Group)(6)	First lien senior secured loan	SR +	4.00%	04/2030	3,970	3,821		3,974		1.3	%
IMA Financial Group, Inc.(5)(8)	First lien senior secured loan	SR +	3.75%	11/2028	5,968	5,938		5,953		2.0	%
						42,106		42,953		14.2	%
Internet software and services
Aptean, Inc.(5)	First lien senior secured loan	SR +	4.25%	04/2026	2,136	$	2,128	$	2,129	0.7	%
Barracuda Parent, LLC(6)	First lien senior secured loan	SR +	4.50%	08/2029	10,494	10,095		10,219		3.4	%
Boxer Parent Company Inc.(5)	First lien senior secured loan	SR +	3.75%	10/2025	—	—		—		—	%
Cloud Software Group, Inc.(6)	First lien senior secured loan	SR +	4.50%	03/2029	4,987	4,764		4,862		1.6	%
DCert Buyer, Inc.(5)	First lien senior secured loan	SR +	4.00%	10/2026	7,206	7,171		7,131		2.4	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(7)	First lien senior secured loan	SR +	3.75%	12/2027	13,147	12,393		13,114		4.3	%
Dun & Bradstreet Corporation, The(5)	First lien senior secured loan	SR +	2.75%	02/2026	995	995		996		0.3	%
E2open, LLC(5)	First lien senior secured loan	SR +	3.50%	02/2028	8,340	8,238		8,338		2.8	%
Idera, Inc.(6)	First lien senior secured loan	SR +	3.75%	03/2028	6,518	6,360		6,476		2.1	%
Infinite Bidco LLC(6)	First lien senior secured loan	SR +	3.75%	03/2028	3,568	3,464		3,464		1.1	%
McAfee Corp.(5)	First lien senior secured loan	SR +	3.75%	03/2029	6,261	6,021		6,218		2.1	%
MeridianLink, Inc.(6)	First lien senior secured loan	SR +	3.00%	11/2028	7,475	7,445		7,467		2.5	%
Mitnick Corporate Purchaser, Inc.(6)	First lien senior secured loan	SR +	4.50%	05/2029	7,882	7,421		7,434		2.5	%
Perforce Software, Inc.(5)	First lien senior secured loan	SR +	3.75%	07/2026	4,964	4,765		4,902		1.6	%
Project Alpha Intermediate Holding, Inc.(5)	First lien senior secured loan	SR +	4.75%	10/2030	8,000	7,843		8,026		2.7	%
Project Sky Merger Sub, Inc.(6)	First lien senior secured loan	SR +	3.75%	10/2028	2,500	2,476		2,472		0.8	%
Quartz Acquireco, LLC (dba Qualtrics AcquireCo, LLC)(5)(8)	First lien senior secured loan	SR +	3.50%	06/2030	3,990	3,952		3,960		1.3	%
SONICWALL US Holdings, Inc.(6)	First lien senior secured loan	SR +	5.00%	05/2028	9,000	8,700		8,888		2.8	%
Sophos Holdings, LLC(5)	First lien senior secured loan	SR +	3.50%	03/2027	10,438	10,263		10,451		3.3	%
UST Holdings, Ltd.(5)(8)	First lien senior secured loan	SR +	3.50%	11/2028	8,538	8,515		8,389		2.8	%
Vertiv Group Corp.(5)	First lien senior secured loan	SR +	2.50%	03/2027	1,516	1,516		1,521		0.5	%
VS Buyer LLC(6)	First lien senior secured loan	SR +	3.25%	02/2027	2,969	2,969		2,973		1.0	%
						127,494		129,430		42.6	%
Investment funds and vehicle
Finco I, LLC(6)	First lien senior secured loan	SR +	3.00%	06/2029	3,982	$	3,971	$	3,994	1.3	%
						3,971		3,994		1.3	%
Leisure and entertainment
Delta 2 (Lux) SARL (dba Formula One)(6)	First lien senior secured loan	SR +	2.25%	01/2030	3,000	$	2,983	$	3,006	1.0	%
						2,983		3,006		1.0	%
Manufacturing
Altar Bidco, Inc.(7)	First lien senior secured loan	SR +	3.10%	02/2029	4,715	$	4,530	$	4,702	1.6	%
Columbus McKinnon Corp.(6)	First lien senior secured loan	SR +	2.75%	05/2028	463	460		463		0.2	%
DXP Enterprises, Inc.(7)(8)	First lien senior secured loan	SR +	4.75%	10/2030	10,408	10,254		10,382		3.4	%
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(5)	First lien senior secured loan	SR +	3.00%	05/2030	9,345	9,257		9,372		3.1	%
Engineered Machinery Holdings, Inc. (dba Duravant)(6)	First lien senior secured loan	SR +	3.50%	05/2028	7,538	7,485		7,474		2.5	%
Entegris, Inc.(5)	First lien senior secured loan	SR +	2.50%	07/2029	1,620	1,620		1,625		0.5	%
Filtration Group Corporation(5)	First lien senior secured loan	SR +	4.25%	10/2028	3,970	3,933		3,983		1.3	%
Gates Global LLC(5)	First lien senior secured loan	SR +	3.00%	11/2029	2,972	2,920		2,979		1.0	%
Pro Mach Group, Inc.(5)	First lien senior secured loan	SR +	4.00%	08/2028	10,440	10,214		10,460		3.3	%

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Pro Mach Group, Inc.(5)(8)	First lien senior secured loan	SR +	5.00%	08/2028	3,980	3,807		4,000		1.3	%
Refficiency Holdings, LLC (dba Legence)(5)	First lien senior secured loan	SR +	3.50%	12/2027	7,574	7,541		7,572		2.4	%
Summit Materials, LLC(6)	First lien senior secured loan	SR +	2.50%	11/2028	4,339	4,328		4,352		1.4	%
Watlow Electric Manufacturing Company(6)	First lien senior secured loan	SR +	3.75%	03/2028	10,558	10,433		10,541		3.5	%
						76,782		77,905		25.5	%
Pharmaceuticals
Fortrea Holdings Inc.(5)	First lien senior secured loan	SR +	3.75%	07/2030	3,399	$	3,371	$	3,394	1.1	%
						3,371		3,394		1.1	%
Professional services
Apex Group Treasury, LLC(6)(8)	First lien senior secured loan	SR +	3.75%	07/2028	4,888	$	4,727	$	4,863	1.6	%
Apex Group Treasury, LLC(6)(8)	First lien senior secured loan	SR +	5.00%	07/2028	7,232	7,011		7,232		2.4	%
Arsenal AIC Parent, LLC (dba Arconic)(5)	First lien senior secured loan	SR +	4.50%	08/2030	4,738	4,708		4,751		1.6	%
Camelot U.S. Acquisition 1 Co.(5)	First lien senior secured loan	SR +	3.00%	10/2026	2,943	2,930		2,946		1.0	%
Corporation Service Company(5)	First lien senior secured loan	SR +	3.25%	11/2029	1,787	1,783		1,790		0.6	%
Element Solutions, Inc.(6)(8)	First lien senior secured loan	SR +	2.00%	12/2030	4,811	4,799		4,799		1.6	%
EM Midco2 Ltd. (dba Element Materials Technology)(6)	First lien senior secured loan	SR +	4.25%	06/2029	9,014	8,911		8,913		2.9	%
Genuine Financial Holdings, LLC(5)	First lien senior secured loan	SR +	4.00%	09/2030	7,220	7,115		7,189		2.4	%
Omnia Partners, LLC(6)	First lien senior secured loan	SR +	4.25%	07/2030	6,594	6,576		6,631		2.2	%
Omnia Partners, LLC(6)(9)(10)	First lien senior secured delayed draw term loan	SR +	4.25%	01/2024	—	(2)		—		—	%
Red Ventures, LLC(6)	First lien senior secured loan	SR +	3.00%	03/2030	3,970	3,933		3,955		1.2	%
Skopima Merger Sub Inc.(5)	First lien senior secured loan	SR +	4.00%	05/2028	5,716	5,477		5,687		1.9	%
Sovos Compliance, LLC(5)	First lien senior secured loan	SR +	4.50%	08/2028	10,440	10,144		10,297		3.4	%
Vistage Worldwide, Inc.(6)(8)	First lien senior secured loan	SR +	5.25%	07/2029	9,776	9,636		9,752		3.2	%
						77,748		78,805		26.0	%
Specialty retail
Pilot Travel Centers LLC(5)	First lien senior secured loan	SR +	2.00%	08/2028	796	$	791	$	798	0.3	%
						791		798		0.3	%
Telecommunications
Cable One, Inc.(5)	First lien senior secured loan	SR +	2.00%	05/2028	3,274	$	3,268	$	3,255	1.1	%
Ciena Corp.(5)	First lien senior secured loan	SR +	2.00%	10/2030	3,990	3,978		3,997		1.2	%
Cogeco Communications (USA) II L.P.(5)	First lien senior secured loan	SR +	2.50%	09/2028	2,974	2,961		2,919		1.0	%
Park Place Technologies, LLC(5)	First lien senior secured loan	SR +	5.00%	11/2027	9,662	9,253		9,597		3.2	%
Zayo Group Holdings, Inc.(5)	First lien senior secured loan	SR +	4.25%	03/2027	9,825	8,506		8,404		2.8	%
						27,966		28,172		9.3	%
Transportation
Echo Global Logistics, Inc.(5)	First lien senior secured loan	SR +	3.50%	11/2028	1,138	$	1,118	$	1,111	0.4	%
KKR Apple Bidco, LLC(6)	First lien senior secured loan	SR +	3.50%	09/2028	2,055	2,051		2,061		0.7	%
Safe Fleet Holdings, LLC(5)	First lien senior secured loan	SR +	3.75%	02/2029	3,965	3,924		3,971		1.3	%
Uber Technologies, Inc.(6)	First lien senior secured loan	SR +	2.75%	03/2030	3,164	3,156		3,171		1.0	%
						10,249		10,314		3.4	%
Total Debt Investments						$	1,133,987	$	1,147,314	378.2	%
Total Investments						$	1,133,987	$	1,147,314	378.2	%

(1)Unless otherwise indicated, OCIC SLF’s investments are pledged as collateral supporting the amounts outstanding under OCIC SLF’s SPV Asset Facilities.

(2)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)Unless otherwise indicated, all investments are considered Level 2 investments.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

(5)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2023 was 5.35%.

(6)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2023 was 5.33%.

(7)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2023 was 5.16%.

(8)Level 3 investment.

(9)Position or portion thereof is an unfunded loan commitment.

Below is selected balance sheet information for OCIC SLF as of the following periods:


($ in thousands)	September 30, 2024		December 31, 2023
Assets
Investments at fair value (amortized cost of $1,673,798 and $1,133,987, respectively)	$	1,666,460	$	1,147,314
Cash	140,606		102,559
Interest receivable	5,936		4,160
Receivable for investments sold	22,696		14,593


Total Assets	$	1,835,698	$	1,268,626
Liabilities
Debt (net of unamortized debt issuance costs of $8,816 and $8,292, respectively)	$	1,311,184	$	861,928
Payable for investments purchased	126,195		73,821
Interest payable	28,718		10,260

Distribution payable	14,566		9,546
Accrued expenses and other liabilities	1,234		567
Total Liabilities	1,481,897		956,122

Members’ Equity
Members’ Equity	353,801		312,504
Total Members’ Equity	353,801		312,504
Total Liabilities and Members’ Equity	$	1,835,698	$	1,268,626

Below is selected statement of operations information for OCIC SLF as of the following periods:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Investment Income
Interest income	$	38,983	$	21,115	$	112,016	$	51,905
Other income	367		—		877		—
Total Investment Income	39,350		21,115		112,893		51,905
Operating Expenses
Interest expense	25,410		10,027		69,297		23,745
Professional fees	565		699		931		1,059
Other general and administrative	322		178		935		453
Total Operating Expenses	26,297		10,904		71,163		25,257
Net Investment Income	$	13,053	$	10,211	$	41,730	$	26,648
Net Realized and Change in Unrealized Gain (Loss) on Investments
Net change in unrealized gain (loss) on investments	(9,949)		4,056		(20,665)		9,375
Net realized gain (loss) on investments	2,699		(272)		3,365		(256)
Total Net Realized and Change in Unrealized Gain (Loss) on Investments	(7,250)		3,784		(17,300)		9,119
Net Increase in Members’ Equity Resulting from Operations	$	5,803	$	13,995	$	24,430	$	35,767

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Blue Owl Credit SLF LLC

On May 6, 2024 Credit SLF, a Delaware limited liability company, was formed as a joint venture between the Company, Blue Owl Capital Corporation, Blue Owl Capital Corporation II, Blue Owl Capital Corporation III, Blue Owl Technology Finance Corp., Blue Owl Technology Finance Corp. II, Blue Owl Technology Income Corp. and State Teachers Retirement System of Ohio (“OSTRS”) (each, a “Credit SLF Member” and collectively, the “Credit SLF Members”). The Credit SLF Members co-manage Credit SLF. Credit SLF’s principal purpose is to make investments in senior secured loans to middle-market companies, broadly syndicated loans and senior and subordinated notes issued by collateralized loan obligations. Credit SLF is managed by a board consisting of an equal number of representatives appointed by each Credit SLF Member and which acts unanimously. Investment decisions must be approved by Credit SLF’s board. The Company’s investment in Credit SLF is a co-investment made with its affiliates in accordance with the terms of the exemptive relief that it received from the SEC. The Company does not consolidate its non-controlling interest in Credit SLF. Credit SLF’s investments at fair value are determined in accordance with FASB ASC 820, as amended; however, such fair value is not included in the Company's valuation process.

As of September 30, 2024, the capital commitment and economic ownership of each Credit SLF Member is as follows:


Members	Capital Commitment		Economic ownership interest
($ in thousands)
Blue Owl Capital Corporation	$	24,500	42.8	%
Blue Owl Capital Corporation II	500		0.9	%
Blue Owl Capital Corporation III	6,250		10.9	%
Blue Owl Credit Income Corp.	11,250		19.7	%
Blue Owl Technology Finance Corp.	2,500		4.4	%
Blue Owl Technology Finance Corp. II	2,500		4.4	%
Blue Owl Technology Income Corp.	2,500		4.4	%
State Teachers Retirement System of Ohio	7,143		12.5	%
Total	$	57,143	100.0	%

The table below sets forth Credit SLF's consolidated financial data (unaudited) as of and for the following periods:


	As of
($ in thousands)	September 30, 2024
Consolidated Balance Sheet Data
Cash	$	16,174
Investments at fair value	$	150,220
Total Assets	$	166,462
Total Debt (net of unamortized debt issuance costs)	$	31,326
Total Liabilities	$	116,474
Total Credit SLF Members' Equity	$	49,988


	For the Three Months Ended September 30,		For the Nine months ended September 30,
($ in thousands)	2024(1)			2024(1)
Consolidated Statement of Operations Data

Investment income	$	556		$	556

Net operating expenses	602			672
Net investment income (loss)	$	(46)		$	(116)


Total net realized and unrealized gain (loss)	104			104
Net increase (decrease) in Credit SLF Members' Equity resulting from operations	$	58		$	(12)

(1) Credit SLF commenced operations on May 6, 2024.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Note 5. Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. The Company’s asset coverage was 207% and 209% as of September 30, 2024 and December 31, 2023, respectively.

Debt obligations consisted of the following as of the following periods:


	September 30, 2024
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Unamortized Debt Issuance Costs		Net Carrying Value
Revolving Credit Facility(2)	$	2,245,000	$	1,199,698	$	1,045,302	$	(15,455)	$	1,184,243
SPV Asset Facility I	525,000		300,000		38,665		(5,623)		294,377
SPV Asset Facility II	1,500,000		820,000		229,243		(12,818)		807,182
SPV Asset Facility III(2)	1,500,000		1,032,267		106,744		(14,081)		1,018,186
SPV Asset Facility IV	500,000		305,000		85,836		(3,402)		301,598
SPV Asset Facility V	300,000		210,000		15,007		(2,459)		207,541
SPV Asset Facility VI	750,000		350,000		43,041		(6,489)		343,511
SPV Asset Facility VII(2)	300,000		167,007		35,365		(2,222)		164,785
CLO VIII	290,000		290,000		—		(1,948)		288,052
CLO XI	260,000		260,000		—		(1,733)		258,267
CLO XII	260,000		260,000		—		(1,856)		258,144
CLO XV	312,000		312,000		—		(2,712)		309,288
CLO XVI	420,000		420,000		—		(2,757)		417,243
CLO XVII	325,000		325,000		—		(2,773)		322,227
CLO XVIII	260,000		260,000		—		(1,802)		258,198
March 2025 Notes	500,000		500,000		—		(1,043)		498,957
September 2026 Notes	350,000		350,000		—		(3,336)		346,664
February 2027 Notes	500,000		500,000		—		(3,731)		496,269
September 2027 Notes(3)	600,000		600,000		—		(5,625)		603,757
June 2028 Notes(3)	650,000		650,000		—		(8,572)		657,445
January 2029 Notes(3)	550,000		550,000		—		(12,054)		552,586
September 2029 Notes(3)	500,000		500,000		—		(11,266)		508,543
March 2030 Notes(3)	1,000,000		1,000,000		—		(19,954)		974,312
March 2031 Notes(3)	750,000		750,000		—		(19,853)		747,376
Total Debt	$	15,147,000	$	11,910,972	$	1,599,203	$	(163,564)	$	11,818,751

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

(3)Net Carrying Value is inclusive of change in fair market value of effective hedge.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


	December 31, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Unamortized Debt Issuance Costs		Net Carrying Value
Revolving Credit Facility(2)	$	1,945,000	$	628,128	$	1,316,872	$	(16,732)	$	611,396
SPV Asset Facility I	525,000		475,000		50,000		(6,080)		468,920
SPV Asset Facility II	1,800,000		1,718,000		82,000		(7,255)		1,710,745
SPV Asset Facility III	1,000,000		522,000		289,180		(8,954)		513,046
SPV Asset Facility IV	500,000		250,000		61,848		(3,704)		246,296
SPV Asset Facility V	300,000		200,000		12,439		(2,995)		197,005
SPV Asset Facility VI	750,000		160,000		18,188		(7,006)		152,994
CLO VIII	290,000		290,000		—		(2,093)		287,907
CLO XI	260,000		260,000		—		(1,856)		258,144
CLO XII	260,000		260,000		—		(1,998)		258,002
March 2025 Notes	500,000		500,000		—		(3,414)		496,586
September 2026 Notes	350,000		350,000		—		(5,318)		344,682
February 2027 Notes	500,000		500,000		—		(3,301)		496,699
September 2027 Notes(3)	600,000		600,000		—		(6,869)		598,564
June 2028 Notes	650,000		650,000		—		(9,988)		640,012
January 2029 Notes(3)	550,000		550,000		—		(13,679)		546,975
Total Debt	$	10,780,000	$	7,913,128	$	1,830,527	$	(101,242)	$	7,827,973

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

(3)Net Carrying Value is inclusive of change in fair market value of effective hedge.

The below table represents the components of interest expense for the following periods:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
($ in thousands)	2024			2023			2024			2023
Interest expense	$	206,792		$	122,244		$	541,000		$	317,732
Amortization of debt issuance costs	8,242			4,596			21,575			12,727
Net change in unrealized (gain) loss on effective interest rate swaps and hedged items(1)	(5,573)			502			(748)			1,029
Total Interest Expense	$	209,461		$	127,342		$	561,827		$	331,488
Average interest rate	7.5		%	7.2		%	7.6		%	6.8		%
Average daily borrowings	$	10,779,440		$	6,636,362		$	9,368,526		$	6,150,468

(1)Refer to the September 2027, June 2028, January 2029, September 2029, March 2030, and March 2031 Notes for details on the facilities’ interest rate swaps.

Credit Facilities

Revolving Credit Facility

On August 11, 2022, the Company entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of April 14, 2021 (as amended, restated, supplemented or otherwise modified prior to August 11, 2022). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Revolving Credit Lender” and collectively, the “Revolving Credit Lenders”) and Sumitomo Mitsui Banking Corporation, as Administrative Agent. On November 2, 2023 (the “Revolving Credit Facility First Amendment Date”), the parties to the Revolving Credit Facility entered into an amendment, including to extend the availability period and maturity date for certain lenders, convert a portion of the existing revolver availability into term loan availability, reduce the credit adjustment spread for US dollar denominated term SOFR loans to

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

0.10% for all tenors and make various other changes. The following describes the terms of the Revolving Credit Facility as modified through September 6, 2024.

The Revolving Credit Facility is guaranteed by certain subsidiaries of the Company in existence as of the Revolving Credit Facility First Amendment Date, and will be guaranteed by certain subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

As of September 6, 2024, the Revolving Credit Facility provides for, on an aggregated basis, a total of outstanding term loans and revolving credit facility commitments in the principal amount of $2.25 billion, which is comprised of (a) a term loan in a principal amount of $125.0 million and (b) subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $2.12 billion (the revolving credit facility increased from $2.05 billion to $2.12 billion on September 6, 2024). The amount available for borrowing under the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. As of September 6, 2024, maximum capacity under the Revolving Credit Facility may be increased to $2.84 billion through the Company’s exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200.0 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.

As of September 6, 2024, the availability period under the Revolving Credit Facility will terminate on November 2, 2027 (the “Revolving Credit Facility Commitment Termination Date”). The Revolving Credit Facility will mature on November 2, 2028 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. As of September 6, 2024, amounts drawn under the Revolving Credit Facility in U.S. dollars will bear interest at term SOFR plus any applicable credit adjustment spread plus margin of 2.00% per annum, or the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, the Company may elect either term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. As of September 6, 2024, amounts drawn under the Revolving Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. As of September 6, 2024, the Company will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to the Company’s shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.

SPV Asset Facilities

SPV Asset Facility I

On September 16, 2021 (the “SPV Asset Facility I Closing Date”), Core Income Funding I LLC (“Core Income Funding I”), a Delaware limited liability company and newly formed wholly-owned subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility I”), with Core Income Funding I, as borrower, the lenders from time to time parties thereto (the “SPV Asset Facility I Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Alter Domus (US) LLC as Document Custodian. The following describes the terms of the SPV Asset Facility I as amended through June 20, 2023 (the “SPV Asset Facility I Second Amendment Date”).

From time to time, the Company expects to sell and contribute certain investments to Core Income Funding I pursuant to a Sale and Contribution Agreement by and between the Company and Core Income Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by Core Income Funding I, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Core Income Funding I through its ownership of Core Income Funding I. The maximum principal amount of the Credit Facility is $525.0 million (decreased from $550.0 million on the SPV Asset Facility I Second Amendment Date); the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding I’s

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I through September 16, 2025 unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility I (the “ SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on September 16, 2033 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by Core Income Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset I Facility Stated Maturity, Core Income Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.40%) plus an applicable margin that ranges from 2.00% to 2.85% depending on a ratio of broadly syndicated loans to middle-market loans in the collateral. From the SPV Asset I Facility Closing Date to the SPV Asset I Facility Commitment Termination Date, there is a commitment fee that steps up during the year after the SPV Asset I Facility Closing Date from 0.00% to 0.625% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding I, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of Core Income Funding I and on any payments received by Core Income Funding I in respect of those assets. Assets pledged to the SPV Asset Facility I Lenders will not be available to pay the debts of the Company.

Borrowings of Core Income Funding I are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility II

On October 5, 2021 (the “SPV Asset Facility II Closing Date”), Core Income Funding II LLC (“Core Income Funding II”), a Delaware limited liability company entered into a loan and financing and servicing agreement (as amended through the date hereof, the “SPV Asset Facility II”), with Core Income Funding II, as borrower, us, as equityholder and service provider, the lenders from time to time parties thereto (the “SPV Asset Facility II Lenders”), Deutsche Bank AG, New York Branch, as Facility Agent, State Street Bank and Trust Company, as collateral agent, and Alter Domus (US) LLC as collateral custodian. The following describes the terms of the SPV Asset Facility II as amended through August 9, 2024 (the “SPV Asset Facility II Eighth Amendment Date”).

From time to time, the Company expects to sell and contribute certain loan assets to Core Income Funding II pursuant to a Sale and Contribution Agreement by and between the Company and Core Income Funding II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by Core Income Funding II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Core Income Funding II through our ownership of Core Income Funding II. The maximum principal amount of the SPV Asset Facility II is $1.50 billion (decreased from $1.80 billion to $1.50 billion on the SPV Asset Facility II Eighth Amendment Date); the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Core Income Funding II’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.

The SPV Asset Facility II provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility II until October 5, 2026 unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “SPV Asset Facility II Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility II, the SPV Asset Facility II will mature on the date that is two years after the last day of the SPV Asset Facility II Revolving Period (the “SPV Asset Facility II Termination Date”). Prior to the Facility Termination Date, proceeds received by Core Income Funding II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility II Termination Date, Core Income Funding II must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to the Company.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

event of default (such spread, the “SPV Asset Facility II Applicable Margin”). Term SOFR may be replaced as a base rate under certain circumstances. During the SPV Asset Facility II Revolving Period, Core Income Funding II will pay an undrawn fee ranging from 0.00% to 0.25% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. During the SPV Asset Facility II Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 20.0% and increasing in stages to 35%, 50% and 70%) of the total commitments under the SPV Asset Facility II, Core Income Funding II will also pay a make-whole fee equal to the SPV Asset Facility II Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. Core Income Funding II will also pay Deutsche Bank AG, New York Branch, certain fees (and reimburse certain expenses) in connection with its role as facility agent. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of Core Income Funding II and on any payments received by Core Income Funding II in respect of those assets. Assets pledged to the SPV Asset Facility II Lenders will not be available to pay the Company’s debts.

Borrowings of Core Income Funding II are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility III

On March 24, 2022 (the “SPV Asset Facility III Closing Date”), Core Income Funding III LLC (“Core Income Funding III”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility III”), with Core Income Funding III, as borrower, the Adviser, as servicer, the lenders from time to time parties thereto (the “SPV Asset Facility III Lenders”), Bank of America, N.A., as administrative agent, State Street Bank and Trust Company, as collateral agent, Alter Domus (US) LLC as collateral custodian and Bank of America, N.A., as sole lead arranger and sole book manager. On November 21, 2023, the parties to the SPV Asset Facility III entered into an amendment, including to increase the maximum principal amount available under the facility, extend the availability period and maturity date, change the interest rate, replace Alter Domus (US) as collateral custodian with State Street Bank and Trust Company and make various other changes. The following describes the terms of SPV Asset Facility III amended through July 30, 2024 (the “SPV Asset Facility III Second Amendment Date”).

From time to time, the Company expects to sell and contribute certain investments to Core Income Funding III pursuant to a Sale and Contribution Agreement, dated as of the SPV Asset Facility III Closing Date, by and between the Company and Core Income Funding III. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility III will be used to finance the origination and acquisition of eligible assets by Core Income Funding III, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Core Income Funding III through the Company’s ownership of Core Income Funding III. The maximum principal amount of the SPV Asset Facility III is $1.50 billion (increased from $1.0 billion to $1.50 billion on the SPV Asset Facility III Second Amendment Date), which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Core Income Funding III’s assets from time to time, and satisfaction of certain conditions, including certain portfolio criteria.

The SPV Asset Facility III provides for the ability to draw and redraw revolving loans under the SPV Asset Facility III for a period of up to three years after the SPV Asset Facility III Second Amendment Date unless the commitments are terminated sooner as provided in the SPV Asset Facility III (the “SPV Asset Facility III Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility III will mature on July 30, 2029 (the “SPV Asset Facility III Stated Maturity”). To the extent the commitments are terminated or permanently reduced during the first two years following the SPV Asset Facility III Closing Date, Core Income Funding III may owe a prepayment penalty. Prior to the SPV Asset Facility III Stated Maturity, proceeds received by Core Income Funding III from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility III Stated Maturity, Core Income Funding III must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn in U.S. dollars are benchmarked to Daily SOFR, amounts drawn in British pounds are benchmarked to SONIA plus an adjustment of 0.12%, amounts drawn in Canadian dollars are benchmarked to CORRA plus an adjustment of 0.30%, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Margin. As of the SPV Asset Facility III Second Amendment Date, the “SPV Asset Facility III Applicable Margin” ranges from 1.60% to 2.60% depending on the composition of the collateral. The SPV Asset Facility III also allows for amounts drawn in U.S. dollars to bear interest at an alternate base rate without a spread.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

From the SPV Asset Facility III Closing Date to the SPV Asset Facility III Commitment Termination Date, there is a commitment fee, calculated on a daily basis, on the undrawn amount under the SPV Asset Facility III. The SPV Asset Facility III contains customary covenants, including certain limitations on the activities of Core Income Funding III, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility III is secured by a perfected first priority security interest in the assets of Core Income Funding III and on any payments received by Core Income Funding III in respect of those assets. Assets pledged to the SPV Asset Facility III Lenders will not be available to pay the debts of the Company.

Borrowings of Core Income Funding III are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility IV

On March 16, 2022 (the “SPV Facility IV Closing Date”), Core Income Funding IV LLC (“Core Income Funding IV”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the “SPV Asset Facility IV”), with Core Income Funding IV, as Borrower, the lenders from time to time parties thereto (the “SPV Asset Facility IV Lenders”), Sumitomo Mitsui Banking Corporation, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and Alter Domus (US) LLC as Document Custodian.

From time to time, the Company expects to sell and contribute certain investments to Core Income Funding IV pursuant to a Sale and Contribution Agreement, dated as of the SPV Facility IV Closing Date, by and between the Company and Core Income Funding IV. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Facility IV will be used to finance the origination and acquisition of eligible assets by Core Income Funding IV, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Core Income Funding IV through its ownership of Core Income Funding IV. The maximum principal amount of the SPV Facility IV is $500.0 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding IV’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Facility IV provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Facility IV for a period of up to three years after the SPV Facility IV Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Facility IV (the “SPV Facility IV Commitment Termination Date”). Unless otherwise terminated, the SPV Facility IV will mature on March 16, 2033 (the “SPV Facility IV Stated Maturity”). Prior to the SPV Facility IV Stated Maturity, proceeds received by Core Income Funding IV from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Facility IV Stated Maturity, Core Income Funding IV must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn bear interest at Term SOFR (or, in the case of certain SPV Asset Facility IV Lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.15%) plus an applicable margin that ranges from 1.70% to 2.30% depending on a ratio of broadly syndicated loans to middle-market loans in the collateral. From the SPV Facility IV Closing Date to the SPV Facility IV Commitment Termination Date, there is a commitment fee that steps up during the year after the SPV Facility IV Closing Date from 0.00% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Facility IV. The SPV Facility IV contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding IV, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Facility IV is secured by a perfected first priority security interest in the assets of Core Income Funding IV and on any payments received by Core Income Funding IV in respect of those assets. Assets pledged to the SPV Asset Facility IV Lenders will not be available to pay the debts of the Company.

Borrowings of Core Income Funding IV are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility V

On March 9, 2023 (the “SPV Facility V Closing Date”), Core Income Funding V LLC (“Core Income Funding V”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a loan and security agreement (the “SPV Asset Facility V”), with Core Income Funding V, as Borrower, the Company, as Servicer and Equityholder, the lenders from time to time parties thereto (the “SPV Asset Facility V Lenders”), Wells Fargo Bank, National Association, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, and Alter Domus (US) LLC as Collateral Custodian. The following describes the terms of SPV Asset Facility V as amended through June 28, 2024 (the “SPV Asset Facility V First Amendment Date”).

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

From time to time, the Company expects to sell and contribute certain loan assets to Core Income Funding V pursuant to a Sale and Contribution Agreement, dated as of the SPV Facility V Closing Date, by and between the Company and Core Income Funding V. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Facility V will be used to finance the origination and acquisition of eligible assets by Core Income Funding V, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Core Income Funding V through its ownership of Core Income Funding V. The maximum principal amount of the SPV Facility V is $300.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Core Income Funding V’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits and other portfolio tests.

The SPV Facility V provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Facility V for a period of up to three years after the SPV Facility V Closing Date unless such period is extended or accelerated under the terms of the SPV Facility V (the “SPV Facility V Reinvestment Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Facility V, the SPV Facility V will mature on the date that is two years after the last day of the SPV Facility V Reinvestment Period (the “SPV Facility V Maturity Date”). Prior to the SPV Facility V Maturity Date, proceeds received by Core Income Funding V from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to the Company, subject to certain conditions. On the SPV Facility V Maturity Date, Core Income Funding V must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to the Company.

Amounts drawn bear interest at Daily Simple SOFR plus a spread equal to 2.70% per annum, which spread will increase by 2.00% per annum upon the occurrence and during the existence of an event of default or following the SPV Facility V Termination Date (such spread, the “SPV Facility V Applicable Spread”). Daily Simple SOFR may be replaced as a base rate under certain circumstances. During the SPV Facility V Reinvestment Period, Core Income Funding V will pay an undrawn fee ranging from 0.25% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Facility V that are not subject to the separate, higher fee described below. On and after the six-month anniversary of the SPV Facility V Closing Date and during the SPV Facility V Reinvestment Period, if the undrawn commitments are in excess of a certain portion (initially 50% and decreasing to 30%) of the total commitments under the SPV Facility V, such portion will not be subject to the undrawn fee described above, but Core Income Funding V will pay a separate fee on this portion of the undrawn commitments equal to 1.50% multiplied by such excess undrawn commitment amount over 50% or 30% of the total commitments, as applicable. The SPV Facility V contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding V, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Facility V is secured by a perfected first priority security interest in the assets of Core Income Funding V and on any payments received by Core Income Funding V in respect of those assets. Assets pledged to the Lenders will not be available to pay the debts of the Company.

Borrowings of Core Income Funding V are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility VI

On August 29, 2023 (the “SPV Asset Facility VI Closing Date”), Core Income Funding VI LLC (“Core Income Funding VI”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the “SPV Asset Facility VI”), with Core Income Funding VI LLC, as Borrower, the lenders from time to time parties thereto (the “SPV Asset Facility VI Lenders”), The Bank of Nova Scotia, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Alter Domus (US) LLC as Document Custodian. On March 1, 2024 (the “SPV Asset Facility VI First Amendment Date”), the parties to the SPV Asset Facility VI entered into Amendment No. 1 (the “SPV Asset Facility VI Amendment No. 1”) in order to, among other changes, convert a portion of the existing revolver availability into term loan availability, modify the eligibility criteria and concentration limitations for the assets that are included in the borrowing base calculations under the SPV Asset Facility VI. On the SPV Asset Facility VI First Amendment Date, the Company also consented to the assignment of the term commitment under the SPV Asset Facility VI, and all of the outstanding term loans, to Hamburg Commercial Bank AG, Luxembourg Branch.

From time to time, the Company expects to sell and contribute certain investments to Core Income Funding VI pursuant to a Sale and Contribution Agreement by and between the Company and Core Income Funding VI. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility VI will be used to finance the origination and acquisition of eligible assets by Core Income Funding VI, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Core Income Funding VI through its ownership of Core Income Funding VI. The maximum principal amount of the SPV Asset Facility VI is $750.0 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding VI’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

The SPV Asset Facility VI provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility VI for a period of up to two years after the SPV Asset Facility VI Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility VI (the “SPV Asset Facility VI Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility VI will mature on August 29, 2032 (the “SPV Asset Facility VI Stated Maturity”). Prior to the SPV Asset Facility VI Stated Maturity, proceeds received by Core Income Funding VI from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility VI Stated Maturity, Core Income Funding VI must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn bear interest at Term SOFR plus an applicable margin that ranges from 1.85% to 2.85% depending on a ratio of broadly syndicated loans to middle-market loans in the collateral during the SPV Asset Facility VI Reinvestment Period. From the SPV Asset Facility VI Closing Date to the SPV Asset Facility VI Commitment Termination Date, there is a commitment fee that steps up during the year after the SPV Asset Facility VI Closing Date from 0.00% to 0.55% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility VI. The SPV Asset Facility VI contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding VI, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility VI is secured by a perfected first priority security interest in the assets of Core Income Funding VI and on any payments received by Core Income Funding VI in respect of those assets. Assets pledged to the Lenders will not be available to pay the debts of the Company.

Borrowings of Core Income Funding VI are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility VII

On May 21, 2024 (the “SPV Asset Facility VII Closing Date”), Core Income Funding VII LLC (“Core Income Funding VII”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the “SPV Asset Facility VII”), with Core Income Funding VII LLC, as Borrower, the lenders from time to time parties thereto (the “SPV Asset Facility VII Lenders”), Citibank, N.A., as Administrative Agent, State Street Bank and Trust Company as Custodian, Collateral Agent and Collateral Administrator.

From time to time, the Company expects to sell and contribute certain investments to Core Income Funding VII pursuant to a Sale and Contribution Agreement by and between the Company and Core Income Funding VII, dated as of the SPV Asset Facility VII Closing Date. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility VII will be used to finance the origination and acquisition of eligible assets by Core Income Funding VII, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Core Income Funding VII through its ownership of Core Income Funding VII. The maximum principal amount of the SPV Asset Facility VII is $300.0 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to a borrowing base test (which is based on the value of Core Income Funding VII’s assets from time to time, an advance rate and concentration limitations) and satisfaction of certain conditions, including collateral quality tests.

The SPV Asset Facility VII provides for the ability to draw and redraw revolving loans under the SPV Asset Facility VII for a period of up to three years after the SPV Asset Facility VII Closing Date (the “SPV Asset Facility VII Reinvestment Period”) unless the SPV Asset Facility VII Reinvestment Period is terminated sooner as provided in the SPV Asset Facility VII. Unless otherwise terminated, the SPV Asset Facility VII will mature two years after the last day of the SPV Asset Facility VII Reinvestment Period (the “SPV Asset Facility VII Stated Maturity”). To the extent the commitments are terminated or permanently reduced during the first two years following the SPV Asset Facility Closing Date, Core Income Funding VII may owe a prepayment penalty. Prior to the SPV Asset Facility VII Stated Maturity, proceeds received by Core Income Funding VII from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility VII Stated Maturity, Core Income Funding VII must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn in U.S. dollars are benchmarked to Term SOFR, amounts drawn in British pounds are benchmarked to SONIA, amounts drawn amounts drawn in Canadian dollars are benchmarked to Daily Compounded CORRA, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Margin. The “Applicable Margin” ranges from 1.60% to 2.37%, depending on the type of asset being funded by such draw and the utilization level of the SPV Asset Facility VII.

100

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Core Income Funding VII also paid Citibank an upfront fee and will reimburse certain expenses in connection with Citibank’s role as Administrative Agent.

During the SPV Asset Facility VII Reinvestment Period, Core Income Funding VII will pay certain unused fees subject to minimum utilization. The SPV Asset Facility VII contains customary covenants, including certain maintenance covenants and customary events of default. The SPV Asset Facility VII is secured by a perfected first priority security interest in the assets of Core Income Funding VII and on any payments received by Core Income Funding VII in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility VII will not be available to pay the debts of the Company.

Borrowings of Core Income Funding VII are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

Debt Securitization Transactions

CLO VIII

On October 21, 2022 (the “CLO VIII Closing Date”), the Company completed a $391.7 million term debt securitization transaction (the “CLO VIII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO VIII Transaction and the secured loan borrowed in the CLO VIII Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO VIII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO VIII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO VIII Issuer.

The CLO VIII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VIII Closing Date (the “CLO VIII Indenture”), by and among the CLO VIII Issuer and State Street Bank and Trust Company: (i) $152.0 million of AAA(sf) Class A-T Notes, which bear interest at three-month term SOFR plus 2.50%, (ii) $46.0 million of AAA(sf) Class A-F Notes, which bear interest at 6.02%, (iii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.50% and (iv) $30.0 million of A(sf) Class C Notes, which bear interest at 4.90% (together, the “CLO VIII Secured Notes”) and (B) the borrowing by the CLO VIII Issuer of $30.0 million under floating rate Class A-L loans (the “Class A-L Loans” and together with the CLO VIII Secured Notes, the “CLO VIII Debt”). The Class A-L Loans bear interest at three-month term SOFR plus 2.50%. The Class A-L Loans were borrowed under a loan agreement (the “A-L Loan Agreement”), dated as of the CLO VIII Closing Date, by and among the CLO VIII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO VIII Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO VIII Issuer. The CLO VIII Debt is scheduled to mature on the Payment Date (as defined in the CLO VIII Indenture) in November, 2034. The CLO VIII Secured Notes were privately placed by Natixis Securities Americas LLC as placement agent.

Concurrently with the issuance of the CLO VIII Secured Notes and the borrowing under the Class A-L Loans, the CLO VIII Issuer issued approximately $101.7 million of subordinated securities in the form of 101,675 preferred shares at an issue price of U.S.$1,000 per share (the “CLO VIII Preferred Shares”). The CLO VIII Preferred Shares were issued by the CLO VIII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VIII Debt. The Company purchased all of the CLO VIII Preferred Shares. The Company acts as retention holder in connection with the CLO VIII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VIII Preferred Shares.

As part of the CLO VIII Transaction, the Company entered into a loan sale agreement with the CLO VIII Issuer dated as of the CLO VIII Closing Date, which provided for the sale and contribution of approximately $143.1 million funded par amount of middle-market loans from the Company to the CLO VIII Issuer on the CLO VIII Closing Date and for future sales from the Company to the CLO VIII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO VIII Debt. The remainder of the initial portfolio assets securing the CLO VIII Debt consisted of approximately $113.0 million funded par amount of middle-market loans purchased by the CLO VIII Issuer from Core Income Funding I LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO VIII Closing Date between the CLO VIII Issuer and Core Income Funding I LLC. No gain or loss was recognized as a result of these sales and contributions. The Company and Core Income Funding I LLC each made customary representations, warranties, and covenants to the CLO VIII Issuer under the applicable loan sale agreement.

101

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

as collateral manager for the CLO VIII Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.

The CLO VIII Debt is the secured obligation of the CLO VIII Issuer, and the CLO VIII Indenture, the A-L Loan Agreement each include customary covenants and events of default. The CLO VIII Secured Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO VIII Issuer under a collateral management agreement dated as of the CLO VIII Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO VIII Issuer’s equity or notes owned by the Company.

CLO XI

On May 24, 2023 (the “CLO XI Closing Date”), the Company completed a $395.8 million term debt securitization transaction (the “CLO XI Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO XI Transaction and the secured loan borrowed in the CLO XI Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO XI, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XI Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XI Issuer.

The CLO XI Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO XI Closing Date (the “CLO XI Indenture”), by and among the CLO XI Issuer and State Street Bank and Trust Company: (i) $152.5 million of AAA(sf) Class A-1T Notes, which bear interest at three-month term SOFR plus 2.50%, (ii) $25.5 million of AAA(sf) Class A-1F Notes, which bear interest at 6.10% and (iii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.60% (together, the “CLO XI Secured Notes”) and (B) the borrowing by the Issuer of $50.0 million under floating rate Class A-1L loans (the “CLO XI Class A-1L Loans” and together with the CLO XI Secured Notes, the “CLO XI Debt”). The CLO XI Class A-1L Loans bear interest at three-month term SOFR plus 2.50%. The CLO XI Class A-1L Loans were borrowed under a loan agreement (the “CLO XI A-1L Loan Agreement”), dated as of the CLO XI Closing Date, by and among the CLO XI Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XI Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the Issuer. The CLO XI Debt is scheduled to mature on the Payment Date (as defined in the CLO XI Indenture) in May, 2035. The CLO XI Secured Notes were privately placed by SMBC Nikko Securities America, Inc. as Initial Purchaser.

Concurrently with the issuance of the CLO XI Secured Notes and the borrowing under the CLO XI Class A-1L Loans, the CLO XI Issuer issued approximately $135.8 million of subordinated securities in the form of 135,820 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XI Preferred Shares”). The CLO XI Preferred Shares were issued by the CLO XI Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XI Debt. The Company purchased all of the CLO XI Preferred Shares. The Company acts as retention holder in connection with the CLO XI Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XI Preferred Shares.

As part of the CLO XI Transaction, the Company entered into a loan sale agreement with the CLO XI Issuer dated as of the CLO XI Closing Date, which provided for the contribution of approximately $96.4 million funded par amount of middle-market loans from the Company to the CLO XI Issuer on the CLO XI Closing Date and for future sales from the Company to the CLO XI Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XI Debt. The remainder of the initial portfolio assets securing the CLO XI Debt consisted of approximately $260.6 million funded par amount of middle-market loans purchased by the CLO XI Issuer from Core Income Funding IV LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO XI Closing Date between the CLO XI Issuer and Core Income Funding IV LLC (the “Core Income Funding IV Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. The Company and Core Income Funding IV LLC each made customary representations, warranties, and covenants to the CLO XI Issuer under the applicable loan sale agreement.

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Through May 15, 2027, a portion of the proceeds received by the CLO XI Issuer from the loans securing the CLO XI Debt may be used by the CLO XI Issuer to purchase additional middle-market loans under the direction of Blue Owl Credit Advisors LLC (“OCA”), the Company’s investment advisor, in its capacity as collateral manager for the CLO XI Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.

The CLO XI Debt is the secured obligation of the CLO XI Issuer, and the CLO XI Indenture and CLO XI A-1L Loan Agreement each include customary covenants and events of default. The CLO XI Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XI Issuer under a collateral management agreement dated as of the CLO XI Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XI Issuer’s equity or notes owned by the Company.

CLO XII

On July 18, 2023 (the “CLO XII Closing Date”), the Company completed a $396.5 million term debt securitization transaction (the “CLO XII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO XII Transaction and the secured loan borrowed in the CLO XII Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO XII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XII Issuer.

The CLO XII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO XII Closing Date (the “CLO XII Indenture”), by and among the CLO XII Issuer and State Street Bank and Trust Company: (i) $90.0 million of AAA(sf) Class A-1A Notes, which bear interest at three-month term SOFR plus 2.55%, (ii) $22.0 million of AAA(sf) Class A-1B Notes, which bear interest at 6.37%, (iii) $8.0 million of AAA(sf) Class A-2 Notes, which bear interest at three-month term SOFR plus 3.10% and (iv) $24.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.55% (together, the “CLO XII Secured Notes”) and (B) the borrowing by the CLO XII Issuer of $116.0 million under floating rate Class A-1L loans (the “CLO XII Class A-1L Loans” and together with the CLO XII Secured Notes, the “CLO XII Debt”). The CLO XII Class A-1L Loans bear interest at three-month term SOFR plus 2.55%. The CLO XII Class A-1L Loans were borrowed under a credit agreement (the “CLO XII Class A-1L Credit Agreement”), dated as of the CLO XII Closing Date, by and among the CLO XII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XII Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XII Issuer. The CLO XII Debt is scheduled to mature on the Payment Date (as defined in the CLO XII Indenture) in July, 2034. The CLO XII Secured Notes were privately placed by BofA Securities, Inc. as Initial Purchaser.

Concurrently with the issuance of the CLO XII Secured Notes and the borrowing under the CLO XII Class A-1L Loans, the CLO XII Issuer issued approximately $136.5 million of subordinated securities in the form of 136,500 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XII Preferred Shares”). The CLO XII Preferred Shares were issued by the CLO XII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XII Debt. The Company purchased all of the CLO XII Preferred Shares. The Company acts as retention holder in connection with the CLO XII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XII Preferred Shares.

As part of the CLO XII Transaction, the Company entered into a loan sale agreement with the CLO XII Issuer dated as of the CLO XII Closing Date (the “CLO XII OCIC Loan Sale Agreement”), which provided for the contribution of approximately $78.0 million funded par amount of middle-market loans from the Company to the CLO XII Issuer on the CLO XII Closing Date and for future sales from the Company to the CLO XII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XII Debt. The remainder of the initial portfolio assets securing the CLO XII Debt consisted of approximately $295.7 million funded par amount of middle-market loans purchased by the CLO XII Issuer from Core Income Funding III LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO XII Closing Date between the CLO XII Issuer and Core Income Funding III LLC (the “CLO XII Core Income Funding III Loan Sale Agreement”). No gain or

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loss was recognized as a result of these sales and contributions. The Company and Core Income Funding III LLC each made customary representations, warranties, and covenants to the CLO XII Issuer under the applicable loan sale agreement.

Through July 20, 2026, a portion of the proceeds received by the CLO XII Issuer from the loans securing the CLO XII Debt may be used by the CLO XII Issuer to purchase additional middle-market loans under the direction of the Adviser in its capacity as collateral manager for the CLO XII Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.

The CLO XII Debt is the secured obligation of the CLO XII Issuer, and the CLO XII Indenture and CLO XII Class A-1L Credit Agreement each include customary covenants and events of default. The CLO XII Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XII Issuer under a collateral management agreement dated as of the CLO XII Closing Date (the “Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XII Issuer’s equity or notes owned by the Company.

CLO XV

On January 30, 2024 (the “CLO XV Closing Date”), the Company completed a $478.0 million term debt securitization transaction (the “CLO XV Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO XV Transaction and the secured loan borrowed in the CLO XV Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO XV, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XV Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XV Issuer.

The CLO XV Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO XV Closing Date (the “CLO XV Indenture”), by and among the CLO XV Issuer and State Street Bank and Trust Company: (i) $273.6 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.30%, (ii) $38.4 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.20% (together, the “CLO XV Secured Notes”). The CLO XV Secured Notes are secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XV Issuer. The CLO XV Secured Notes are scheduled to mature on the Payment Date (as defined in the CLO XV Indenture) in January, 2036. The CLO XV Secured Notes were privately placed by Natixis Securities Americas LLC as placement agent.

Concurrently with the issuance of the CLO XV Secured Notes, the CLO XV Issuer issued approximately $166.0 million of subordinated securities in the form of 165,980 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XV Preferred Shares”). The CLO XV Preferred Shares were issued by the CLO XV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XV Secured Notes. The Company purchased all of the CLO XV Preferred Shares. The Company acts as retention holder in connection with the CLO XV Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XV Preferred Shares.

As part of the CLO XV Transaction, the Company entered into a loan sale agreement with the CLO XV Issuer dated as of the CLO XV Closing Date (the “CLO XV OCIC Loan Sale Agreement”), which provided for the contribution of approximately $115.4 million funded par amount of middle-market loans from the Company to the CLO XV Issuer on the CLO XV Closing Date and for future sales from the Company to the CLO XV Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XV Secured Notes. The remainder of the initial portfolio assets securing the CLO XV Secured Notes consisted of approximately $329.7 million funded par amount of middle-market loans purchased by the CLO XV Issuer from Core Income Funding I LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO XV Closing Date between the CLO XV Issuer and Core Income Funding I LLC (the “CLO XV Core Income Funding I Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. The Company and Core Income Funding I LLC each made customary representations, warranties, and covenants to the CLO XV Issuer under the applicable loan sale agreement.

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(Unaudited)

Through January 20, 2028, a portion of the proceeds received by the CLO XV Issuer from the loans securing the CLO XV Secured Notes may be used by the CLO XV Issuer to purchase additional middle-market loans under the direction of the Adviser in its capacity as collateral manager for the CLO XV Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.

The CLO XV Secured Notes secured obligation of the CLO XV Issuer, and the CLO XV Indenture each include customary covenants and events of default. The CLO XV Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XV Issuer under a collateral management agreement dated as of the CLO XV Closing Date (the “Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XV Issuer’s equity or notes owned by the Company.

CLO XVI

On March 7, 2024 (the “CLO XVI Closing Date”), the Company completed a $597.0 million term debt securitization transaction (the “CLO XVI Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO XVI Transaction and the secured loan borrowed in the CLO XVI Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO XVI, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XVI Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XVI Issuer.

The CLO XVI Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture dated as of the CLO XVI Closing Date (the “CLO XVI Indenture”), by and among the CLO XVI Issuer and State Street Bank and Trust Company: (i) $342.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.00%, (ii) $48.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 2.50% and (iii) $30.0 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 3.30% (together, the “CLO XVI Secured Notes”). The CLO XVI Secured Notes are secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XVI Issuer. The CLO XVI Secured Notes are scheduled to mature on the Payment Date (as defined in the CLO XVI Indenture) in April, 2036. The CLO XVI Secured Notes were privately placed by Deutsche Bank Securities Inc. as Initial Purchaser.

Concurrently with the issuance of the CLO XVI Secured Notes, the CLO XVI Issuer issued approximately $177.0 million of subordinated securities in the form of 177,000 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XVI Preferred Shares”). The CLO XVI Preferred Shares were issued by the CLO XVI Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XVI Debt. The Company purchased all of the CLO XVI Preferred Shares. The Company acts as retention holder in connection with the CLO XVI Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XVI Preferred Shares.

As part of the CLO XVI Transaction, the Company entered into a loan sale agreement with the CLO XVI Issuer dated as of the CLO XVI Closing Date (the “OCIC CLO XVI Loan Sale Agreement”), which provided for the contribution of approximately $206.6 million funded par amount of middle-market loans from the Company to the CLO XVI Issuer on the CLO XVI Closing Date and for future sales from the Company to the CLO XVI Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XVI Secured Notes. The remainder of the initial portfolio assets secured the CLO XVI Secured Notes consisted of approximately $356.5 million funded par amount of middle-market loans purchased by the CLO XVI Issuer from Core Income Funding II LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO XVI Closing Date between the CLO XVI Issuer and Core Income Funding II LLC (the “CLO XVI Core Income Funding II Loan Sale Agreement”). The Company and Core Income Funding II LLC each made customary representations, warranties, and covenants to the CLO XVI Issuer under the applicable loan sale agreement. No gain or loss was recognized as a result of these sales and contributions.

Through April 20, 2028, a portion of the proceeds received by the CLO XVI Issuer from the loans securing the CLO XVI Secured Notes may be used by the CLO XVI Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO XVI Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.

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The CLO XVI Secured Notes is the secured obligation of the CLO XVI Issuer, and the CLO XVI Indenture includes customary covenants and events of default. The CLO XVI Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XVI Issuer under a collateral management agreement dated as of the CLO XVI Closing Date (the “Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XVI Issuer’s equity or notes owned by the Company.

CLO XVII

On July 18, 2024 (the “CLO XVII Closing Date”), the Company completed a $500.6 million term debt securitization transaction (the “CLO XVII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO XVII Transaction and the secured loan borrowed in the CLO XVII Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO XVII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XVII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XVII Issuer.

The CLO XVII Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture dated as of the CLO XVII Closing Date (the “CLO XVII Indenture”), by and among the CLO XVII Issuer and State Street Bank and Trust Company: (i) $275.0 million of AAA(sf) Class A-1 Notes, which bear interest at three-month term SOFR plus 1.68%, (ii) $25.0 million of AAA(sf) Class A-2 Notes, which bear interest at three-month term SOFR plus 1.85% and (iii) $25.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 1.95% (together, the “CLO XVII Secured Notes”). The CLO XVII Secured Notes are secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XVII Issuer. The CLO XVII Secured Notes are scheduled to mature on the Payment Date (as defined in the CLO XVII Indenture) in July 2036. The CLO XVII Secured Notes were privately placed by Natixis Securities Americas LLC, as Placement Agent.

Concurrently with the issuance of the CLO XVII Secured Notes, the CLO XVII Issuer issued approximately $175.6 million of subordinated securities in the form of $177,590 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XVII Preferred Shares”). The CLO XVII Preferred Shares were issued by the CLO XVII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XVII Debt. The Company purchased all of the CLO XVII Preferred Shares. The Company acts as retention holder in connection with the CLO XVII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XVII Preferred Shares.

As part of the CLO XVII Transaction, the Company entered into a loan sale agreement with the CLO XVII Issuer dated as of the CLO XVII Closing Date (the “CLO XVII OCIC Loan Sale Agreement”), which provided for the contribution of approximately $463.2 million funded par amount of middle-market loans from the Company to the CLO XVII Issuer on the CLO XVII Closing Date and for future sales from the Company to the CLO XVII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XVII Secured Notes. The remainder of the initial portfolio assets secured the CLO XVII Secured Notes consisted of approximately $12.0 million funded par amount of middle-market loans purchased by the CLO XVII Issuer from Core Income Funding I LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO XVII Closing Date between the CLO XVII Issuer and Core Income Funding I LLC (the “CLO XVII Core Income Funding I Loan Sale Agreement”). The Company and Core Income Funding I LLC each made customary representations, warranties, and covenants to the CLO XVII Issuer under the applicable loan sale agreement. No gain or loss was recognized as a result of these sales and contributions.

Through the Payment Date in July 2028, a portion of the proceeds received by the CLO XVII Issuer from the loans securing the CLO XVII Secured Notes may be used by the CLO XVII Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO XVII Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.

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(Unaudited)

state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XVII Issuer under a collateral management agreement dated as of the CLO XVII Closing Date (the “CLO XVII Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XVII Issuer’s equity or notes owned by the Company.

CLO XVIII

On July 12, 2024 (the “CLO XVIII Closing Date”), the Company completed a $399.8 million term debt securitization transaction (the “CLO XVIII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO XVIII Transaction and the secured loan borrowed in the CLO XVIII Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO XVIII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XVIII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XVIII Issuer.

The CLO XVIII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture dated as of the CLO XVIII Closing Date (the “CLO XVIII Indenture”), by and among the CLO XVIII Issuer and State Street Bank and Trust Company: (i) $178.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 1.70%, (ii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 1.95% (together, the “CLO XVIII Secured Notes”) and (B) the borrowing by the CLO XVIII Issuer of $50.0 million under floating rate Class A-1L Loans (the “CLO XVIII Class A-1L Loans” and together with the CLO XVIII Secured Notes, the “CLO XVIII Debt”). The CLO XVIII Class A-1L Loans bear interest at three-month term SOFR plus 1.70%. The CLO XVIII Class A-1L Loans were borrowed under a loan agreement (the “CLO XVIII A-1L Loan Agreement”), dated as of the CLO XVIII Closing Date, by and among the CLO XVIII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XVIII Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XVIII Issuer. The CLO XVIII Debt is scheduled to mature on the Payment Date (as defined in the CLO XVIII Indenture) in July 2036. The CLO XVIII Secured Notes were privately placed by Deutsche Bank Securities Inc. as Initial Purchaser.

Concurrently with the issuance of the CLO XVIII Secured Notes, the CLO XVIII Issuer issued approximately $139.8 million of subordinated securities in the form of $139,800 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XVIII Preferred Shares”). The CLO XVIII Preferred Shares were issued by the CLO XVIII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XVIII Debt. The Company purchased all of the CLO XVIII Preferred Shares. The Company acts as retention holder in connection with the CLO XVIII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XVIII Preferred Shares.

As part of the CLO XVIII Transaction, the Company entered into a loan sale agreement with the CLO XVIII Issuer dated as of the CLO XVIII Closing Date (the “CLO XVIII OCIC Loan Sale Agreement”), which provided for the contribution of approximately $246.2 million funded par amount of middle-market loans from the Company to the CLO XVIII Issuer on the CLO XVIII Closing Date and for future sales from the Company to the CLO XVIII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XVIII Secured Notes. The remainder of the initial portfolio assets secured the CLO XVIII Secured Notes consisted of approximately $146.4 million funded par amount of middle-market loans purchased by the CLO XVIII Issuer from Core Income Funding IV LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO XVIII Closing Date between the CLO XVIII Issuer and Core Income Funding IV LLC (the “CLO XVIII Core Income Funding IV Loan Sale Agreement”). The Company and Core Income Funding IV LLC each made customary representations, warranties, and covenants to the CLO XVIII Issuer under the applicable loan sale agreement. No gain or loss was recognized as a result of these sales and contributions.

Through the Payment Date in July 2029, a portion of the proceeds received by the CLO XVIII Issuer from the loans securing the CLO XVIII Debt may be used by the CLO XVIII Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO XVIII Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.

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(Unaudited)

The CLO XVIII Debt is the secured obligation of the CLO XVIII Issuer, and the CLO XVIII Indenture and CLO XVIII A-1L Loan Agreement each include customary covenants and events of default. The CLO XVIII Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XVIII Issuer under a collateral management agreement dated as of the CLO XVIII Closing Date (the “CLO XVIII Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XVIII Issuer’s equity or notes owned by the Company.

Unsecured Notes

On November 30, 2022, the Company entered into an agreement of removal, appointment and acceptance (the “Tripartite Agreement”), with Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (the “Retiring Trustee”) and Truist Bank (the “Successor Trustee”), with respect to the Indenture, dated September 23, 2021 between the Company and the Retiring Trustee (the “Base Indenture”), the first supplemental indenture, dated September 23, 2021 (the “First Supplemental Indenture”) between the Company and the Retiring Trustee, the second supplemental indenture, dated February 8, 2022 (the “Second Supplemental Indenture”) between the Company and the Retiring Trustee, the third supplemental indenture, dated March 29, 2022 (the “Third Supplemental Indenture”) between the Company and the Retiring Trustee, and the Fourth Supplemental Indenture, dated September 16, 2022 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”) between the Company and the Retiring Trustee.

The Tripartite Agreement provided that, effective as of the date thereof, (1) the Retiring Trustee assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, title and interest under the Indenture and all of the rights, power, trusts and duties as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture; and (2) the Successor Trustee accepts its appointment successor trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture, and accepts the rights, indemnities, protections, powers, trust and duties of or afforded to Retiring Trustee as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture. The Successor Trustee’s appointment in its capacities as paying agent and security registrar became effective on December 14, 2022.

September 2026 Notes

On September 23, 2021, the Company issued $350.0 million aggregate principal amount of 3.125% notes due 2026 (the notes initially issued on September 23, 2021, together with the registered notes issued in the exchange offer described below, the “September 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. When initially issued, the September 2026 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.

The September 2026 Notes were issued pursuant to the Base Indenture and the First Supplemental Indenture (together, the “September 2026 Indenture”). The September 2026 Notes will mature on September 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the September 2026 Indenture. The September 2026 Notes initially bear interest at a rate of 3.125% per year payable semi-annually on March 23 and September 23 of each year, commencing on March 23, 2022. Concurrent with the issuance of the September 2026 Notes, the Company entered into a Registration Rights Agreement (the “September 2026 Registration Rights Agreement”) for the benefit of the purchasers of the September 2026 Notes. Pursuant to the terms of the September 2026 Registration Rights Agreement, the Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the notes initially issued on September 23, 2021 for newly issued registered notes with substantially similar terms, which expired on August 23, 2022 and was completed promptly thereafter.

The September 2026 Notes are the direct, general unsecured obligations and will rank senior in right of payment to all of the future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the September 2026 Notes. The September 2026 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior. The September 2026 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The September 2026 Notes rank structurally subordinated, or

108

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The September 2026 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2026 Notes and the Successor Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the September 2026 Indenture.

In addition, if a change of control repurchase event, as defined in the September 2026 Indenture, occurs prior to maturity, holders of the September 2026 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the September 2026 Notes at a repurchase price equal to 100% of the aggregate principal amount of the September 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

February 2027 Notes

On February 8, 2022, the Company issued $500.0 million aggregate principal amount of 4.70% notes due 2027 (the notes initially issued on February 8, 2022, together with the registered notes issued in the exchange offer described below, the “February 2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. When initially issued, the February 2027 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.

The February 2027 Notes were issued pursuant to the Base Indenture and the Second Supplemental Indenture (together, the “February 2027 Indenture”). The February 2027 Notes will mature on February 8, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the February 2027 Indenture. The February 2027 Notes initially bear interest at a rate of 4.70% per year payable semi-annually on February 8 and August 8 of each year, commencing on August 8, 2022. Concurrent with the issuance of the February 2027 Notes the Company entered into a Registration Rights Agreement (the “February 2027 Registration Rights Agreement”) for the benefit of the purchasers of the February 2027 Notes. Pursuant to the terms of the February 2027 Registration Rights Agreement the Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the notes initially issued on February 8, 2022 for newly issued registered notes with substantially similar terms, which expired on August 23, 2022 and was completed promptly thereafter.

The February 2027 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of its future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the February 2027 Notes. The February 2027 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the February 2027 Notes. The February 2027 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The February 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The February 2027 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the February 2027 Notes and the Successor Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture. In addition, if a change of control repurchase event, as defined in the February 2027 Indenture, occurs prior to maturity, holders of the February 2027 Notes have the right, at their option, to require us to repurchase for cash some or all of the February 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the February 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

March 2025 Notes

On March 29, 2022, the Company issued $500.0 million aggregate principal amount of its 5.500% notes due 2025 (the notes initially issued on March 29, 2022, together with the registered notes issued in the exchange offer described below, the “March 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchasers to persons they reasonably believe to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. When initially issued, the March 2025 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.

109

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

The March 2025 Notes were issued pursuant to the Base Indenture and the Third Supplemental Indenture (together, the “March 2025 Indenture”). The March 2025 Notes will mature on March 21, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2025 Indenture. The March 2025 Notes bear interest at a rate of 5.500% per year payable semi-annually on March 21 and September 21 of each year, commencing on September 21, 2022. Concurrent with the issuance of the March 2025 Notes, the Company In connection with the offering, the Company entered into a Registration Rights Agreement, dated as of March 29, 2022 (the “March 2025 Registration Rights Agreement”), for the benefit of the purchasers of the March 2025 Notes. Pursuant to the terms of the March 2025 Registration Rights Agreement, the Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the notes initially issued on March 29, 2022 for newly issued registered notes with substantially similar terms, which expired on August 23, 2022 and was completed promptly thereafter.

The March 2025 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the March 2025 Notes. The March 2025 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the March 2025 Notes. The March 2025 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The March 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The March 2025 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the March 2025 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2025 Notes and the Successor Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the March 2025 Indenture. In addition, if a change of control repurchase event, as defined in the March 2025 Indenture, occurs prior to maturity, holders of the March 2025 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the March 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the March 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

September 2027 Notes

On September 16, 2022, the Company issued $600.0 million aggregate principal amount of 7.750% notes due 2027 (the notes initially issued on September 16, 2022, together with the registered notes issued in the exchange offer described below, the “September 2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. When initially issued, the September 2027 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.

The September 2027 Notes were issued pursuant to the Base Indenture and the Fourth Supplemental Indenture (together, the “September 2027 Indenture”). The September 2027 Notes will mature on September 16, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the September 2027 Indenture. The September 2027 Notes bear interest at a rate of 7.750% per year payable semi-annually on March 16 and September 16 of each year, commencing on March 16, 2023. Concurrent with the issuance of the September 2027 Notes, the Company entered into a Registration Rights Agreement (the “September 2027 Registration Rights Agreement”) for the benefit of the purchasers of the September 2027 Notes. Pursuant to the terms of the September 2027 Registration Rights Agreement, the Company filed a registration statement with the SEC and, on July 21, 2023, commenced an offer to exchange the notes initially issued on September 16, 2022 for newly issued registered notes with substantially similar terms, which expired on August 23, 2023 and was completed promptly thereafter.

The September 2027 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the September 2027 Notes. The September 2027 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the September 2027 Notes. The September 2027 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The September 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

110

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

The September 2027 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2027 Notes and the Successor Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the September 2027 Indenture.

In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the September 2027 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the September 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the September 2027 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the September 2027 Notes, on October 18, 2022 the Company entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $600.0 million. The Company will receive fixed rate interest at 7.750% and pay variable rate interest based on SOFR plus 3.84%. The interest rate swaps mature on September 16, 2027. For the three months ended September 30, 2024, the Company made periodic payments of $4.8 million and for the nine months ended September 30, 2024, the Company made periodic payments of $9.5 million. For the three months ended September 30, 2023, the Company made periodic payments of $4.2 million and for the nine months ended September 30, 2023, the Company made periodic payments of $4.9 million. The interest expense related to the September 2027 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $11.3 million ($1.9 million net of the present value of the cash flows of the September 2027 Notes). As of December 31, 2023, the interest rate swap had a fair value of $6.5 million ($1.1 million net of the present value of the cash flows of the September 2027 Notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the September 2027 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.

June 2028 Notes

On June 13, 2023, the Company issued $500.0 million aggregate principal amount of its 7.950% notes due 2028 and on July 14, 2023, the Company issued an additional $150.0 million aggregate principal amount of its 7.950% notes due 2028 (together, the “June 2028 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The June 2028 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The June 2028 Notes were issued pursuant to the Base Indenture and the Fifth Supplemental Indenture (together with the Base Indenture, the “June 2028 Indenture”), between the Company and the Trustee. The June 2028 Notes will mature on June 13, 2028 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the June 2028 Indenture. The June 2028 Notes bear interest at a rate of 7.950% per year payable semi-annually on June 13 and December 13 of each year, commencing on December 13, 2023. Concurrent with the issuance of the June 2028 Notes, the Company entered into a Registration Rights Agreement (the “June 2028 Registration Rights Agreement”) for the benefit of the purchasers of the June 2028 Notes. Pursuant to the June 2028 Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the June 2028 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the June 2028 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the June 2028 Notes. If the Company fails to satisfy its registration obligations under the June 2028 Registration Rights Agreement, it will be required to pay additional interest to the holders of the June 2028 Notes.

The June 2028 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the June 2028 Notes. The June 2028 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the June 2028 Notes. The June 2028 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The June 2028 Notes will rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

111

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

The June 2028 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2028 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the June 2028 Indenture.

In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the June 2028 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the June 2028 Notes at a repurchase price equal to 100% of the aggregate principal amount of the June 2028 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the June 2028 Notes, on February 16, 2024 the Company entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $650.0 million. The Company will receive fixed rate interest at 7.950% and pay variable rate interest based on SOFR plus 3.79%. The interest rate swaps mature on May 13, 2028. For the nine months ended September 30, 2024, the Company made periodic payments of $2.6 million. The interest expense related to the June 2028 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $17.3 million ($1.3 million net of the present value of the cash flows of the June 2028 Notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the June 2028 Notes, with the remaining difference included as a component of interest expense on the Company’s Consolidated Statements of Operations.

January 2029 Notes

On December 4, 2023, the Company issued $550.0 million aggregate principal amount of its 7.750% notes due 2029 (the “January 2029 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The January 2029 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The January 2029 Notes were issued pursuant to the Base Indenture and a Sixth Supplemental Indenture, dated as of December 4, 2023 (the “Sixth Supplemental Indenture” and together with the Base Indenture, the “January 2029 Indenture”), between the Company and the Trustee. The January 2029 Notes will mature on January 15, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2029 Indenture. The January 2029 Notes bear interest at a rate of 7.750% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2024. Concurrent with the issuance of the January 2029 Notes, the Company entered into a Registration Rights Agreement (the “January 2029 Registration Rights Agreement”) for the benefit of the purchasers of the January 2029 Notes. Pursuant to the January 2029 Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the January 2029 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the January 2029 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the January 2029 Notes. If the Company fails to satisfy its registration obligations under the January 2029 Registration Rights Agreement, it will be required to pay additional interest to the holders of the January 2029 Notes.

The January 2029 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the January 2029 Notes. The January 2029 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior, to the January 2029 Notes. The January 2029 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The January 2029 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The January 2029 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the January 2029 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the January 2029 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the January 2029 Indenture.

112

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

In addition, if a change of control repurchase event, as defined in the January 2029 Indenture, occurs prior to maturity, holders of the January 2029 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the January 2029 Notes at a repurchase price equal to 100% of the aggregate principal amount of the January 2029 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the January 2029 Notes, on November 28, 2023 the Company entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $550.0 million. The Company will receive fixed rate interest at 7.750% and pay variable rate interest based on SOFR plus 3.647%. The interest rate swaps mature on January 15, 2029. For the three and nine months ended September 30, 2024, the Company made periodic payments of $4.8 million. The interest expense related to the January 2029 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $16.6 million ($1.9 million net of the present value of the cash flows of the January 2029 Notes). As of December 31, 2023, the interest rate swap had a fair value of $12.1 million ($1.5 million net of the present value of the cash flows of the January 2029 notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the January 2029 Notes, with the remaining difference included as a component of interest expense on the Company’s Consolidated Statements of Operations.

September 2029 Notes

On May 14, 2024, the Company issued $500.0 million aggregate principal amount of its 6.600% notes due 2029 (the “September 2029 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act and non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The September 2029 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The September 2029 Notes were issued pursuant to the Base Indenture and an Eighth Supplemental Indenture, dated as of May 14, 2024 (the “Eighth Supplemental Indenture” and together with the Base Indenture, the “September 2029 Indenture”), between the Company and the Trustee. The September 2029 Notes will mature on September 15, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the September 2029 Indenture. The September 2029 Notes bear interest at a rate of 6.600% per year payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2024. Concurrent with the issuance of the September 2029 Notes, the Company entered into a Registration Rights Agreement (the “September 2029 Registration Rights Agreement”) for the benefit of the purchasers of the September 2029 Notes. Pursuant to the September 2029 Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the September 2029 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the September 2029 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the September 2029 Notes. If the Company fails to satisfy its registration obligations under the September 2029 Registration Rights Agreement, it will be required to pay additional interest to the holders of the September 2029 Notes.

The September 2029 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the September 2029 Notes. The September 2029 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior, to the September 2029 Notes. The September 2029 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The September 2029 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The September 2029 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the September 2029 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2029 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the September 2029 Indenture.

113

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

September 2029 Notes at a repurchase price equal to 100% of the aggregate principal amount of the September 2029 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the September 2029 Notes, on May 14, 2024, the Company entered into a bilateral interest rate swap. The notional amount of the interest rate swap is $500.0 million. The Company will receive fixed rate interest at 6.600% and pay variable rate interest based on SOFR plus 2.337%. The interest rate swap matures on August 15, 2029. For the three and nine months ended September 30, 2024, the Company made periodic payments of $2.2 million. The interest expense related to the September 2029 Notes is equally offset by the proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $21.6 million ($1.8 million net of the present value of the cash flows of the September 2029 Notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the September 2029 Notes, with the remaining difference included as a component of interest expense on the Company’s Consolidated Statements of Operations.

March 2030 Notes

On September 13, 2024, the Company issued $1.00 billion aggregate principal amount of its 5.800% notes due 2030 (the “March 2030 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant Rule 144A under the Securities Act and non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The March 2030 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The March 2030 Notes were issued pursuant to the Base Indenture and a Ninth Supplemental Indenture, dated as of September 13, 2024 (the “Ninth Supplemental Indenture” and together with the Base Indenture, the “March 2030 Indenture”), between the Company and the Trustee. The March 2030 Notes will mature on March 15, 2030 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2030 Indenture. The March 2030 Notes bear interest at a rate of 5.800% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2025. Concurrent with the issuance of the March 2030 Notes, the Company entered into a Registration Rights Agreement (the “March 2030 Registration Rights Agreement”) for the benefit of the purchasers of the March 2030 Notes. Pursuant to the March 2030 Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the March 2030 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the March 2030 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the March 2030 Notes. If the Company fails to satisfy its registration obligations under the March 2030 Registration Rights Agreement, it will be required to pay additional interest to the holders of the March 2030 Notes.

The March 2030 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the March 2030 Notes. The March 2030 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior, to the March 2030 Notes. The March 2030 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The March 2030 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The March 2030 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the March 2030 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2030 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the March 2030 Indenture.

In addition, if a change of control repurchase event, as defined in the March 2030 Indenture, occurs prior to maturity, holders of the March 2030 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the March 2030 Notes at a repurchase price equal to 100% of the aggregate principal amount of the March 2030 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

114

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

In connection with the issuance of the March 2030 Notes, on September 10, 2024 the Company entered into a bilateral interest rate swaps. The notional amount of the interest rate swaps is $1.00 billion. The Company will receive fixed rate interest at 5.800% and pay variable rate interest based on SOFR plus 2.619%. The interest rate swaps mature on February 15, 2030. For the three and nine months ended September 30, 2024, the Company did not make a periodic payment. The interest expense related to the March 2030 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $(10.4) million ($(4.6) million net of the present value of the cash flows of the March 2030 Notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the March 2030 Notes, with the remaining difference included as a component of interest expense on the Company’s Consolidated Statements of Operations.

March 2031 Notes

On February 1, 2024, the Company issued $750.0 million aggregate principal amount of its 6.650% notes due 2031 (the “March 2031 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The March 2031 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The March 2031 Notes were issued pursuant to the Base Indenture and a Seventh Supplemental Indenture, dated as of February 1, 2024 (the “Seventh Supplemental Indenture” and together with the Base Indenture, the “March 2031 Indenture”), between the Company and the Trustee. The March 2031 Notes will mature on March 15, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2031 Indenture. The March 2031 Notes bear interest at a rate of 6.650% per year payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2024. Concurrent with the issuance of the March 2031 Notes, the Company entered into a Registration Rights Agreement (the “March 2031 Registration Rights Agreement”) for the benefit of the purchasers of the March 2031 Notes. Pursuant to the March 2031 Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the March 2031 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the March 2031 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the March 2031 Notes. If the Company fails to satisfy its registration obligations under the March 2031 Registration Rights Agreement, it will be required to pay additional interest to the holders of the March 2031 Notes.

The March 2031 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the March 2031 Notes. The March 2031 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior, to the March 2031 Notes. The March 2031 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The March 2031 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The March 2031 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the March 2031 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2031 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the March 2031 Indenture.

In addition, if a change of control repurchase event, as defined in the March 2031 Indenture, occurs prior to maturity, holders of the March 2031 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the March 2031 Notes at a repurchase price equal to 100% of the aggregate principal amount of the March 2031 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the March 2031 Notes, on January 29, 2024 the Company entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $750.0 million. The Company will receive fixed rate interest at 6.650% and pay variable rate interest based on SOFR plus 2.902%. The interest rate swaps mature on January 15, 2031. For the three and nine months ended September 30, 2024, the Company made periodic payments of $8.5 million. The interest expense related to the March

115

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

2031 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $18.2 million ($0.9 million net of the present value of the cash flows of the March 2031 Notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the March 2031 Notes, with the remaining difference included as a component of interest expense on the Company’s Consolidated Statements of Operations.

Note 6. Fair Value of Financial Instruments

Investments

The following table presents the fair value hierarchy of cash, investments, and derivatives as of the following periods:


	Fair Value Hierarchy as of September 30, 2024
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash (including restricted cash)	$	554,747	$	—	$	—	$	554,747
Investments:
First-lien senior secured debt investments(1)	—		4,706,990		17,483,789		22,190,779
Second-lien senior secured debt investments	—		427,002		436,468		863,470
Unsecured debt investments	—		75,299		366,553		441,852
Preferred equity investments(2)	—		—		441,815		441,815
Common equity investments(3)	—		—		532,695		532,695
Subtotal	$	—	$	5,209,291	$	19,261,320	$	24,470,611
Investments measured at Net Asset Value (“NAV”)(4)	—		—		—		359,468
Total investments at fair value	$	—	$	5,209,291	$	19,261,320	$	24,830,079
Derivatives:
Interest rate swaps	$	—	$	74,652	$	—	$	74,652

(1)Includes debt investment in Amergin AssetCo.

(2)Includes equity investment in LSI Financing.

(3)Includes equity investments in Amergin AssetCo and Fifth Season.

(4)Includes equity investment in OCIC SLF and Credit SLF, which is measured at fair value using the net asset value per share (or its equivalent) practical expedient and has not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.


	Fair Value Hierarchy as of December 31, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash (including restricted cash)	$	415,384	$	—	$	—	$	415,384
Investments:
First-lien senior secured debt investments(1)	—		2,248,212		11,540,505		13,788,717
Second-lien senior secured debt investments	—		249,417		935,338		1,184,755
Unsecured debt investments	—		55,643		189,018		244,661
Preferred equity investments(2)	—		—		721,545		721,545
Common equity investments(3)	—		—		448,974		448,974
Subtotal	$	—	$	2,553,272	$	13,835,380	$	16,388,652
Investments measured at NAV(4)	—		—		—		273,441
Total investments at fair value	$	—	$	2,553,272	$	13,835,380	$	16,662,093
Derivatives:
Interest rate swaps	$	—	$	18,650	$	—	$	18,650

(1)Includes debt investment in Amergin AssetCo.

(2)Includes equity investment in LSI Financing.

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Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

(3)Includes equity investments in Amergin AssetCo and Fifth Season.

(4)Includes equity investment in OCIC SLF, which is measured at fair value using the net asset value per share (or its equivalent) practical expedient and has not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.

The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the following periods:


	As of and for the Three Months Ended September 30, 2024
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	15,046,052	$	607,378	$	366,453	$	451,220	$	502,234	$	16,973,337
Purchases of investments, net	2,868,067		—		—		22,844		33,749		2,924,660
Payment-in-kind	16,023		2,194		11,180		18,337		30		47,764
Proceeds from investments, net	(384,070)		(61,911)		—		(55,079)		(15,864)		(516,924)
Net change in unrealized gain (loss)	3,345		(4,397)		7,193		844		11,493		18,478
Net realized gains (losses)	(3,431)		—		—		2,385		—		(1,046)
Net amortization/accretion of premium/discount on investments	17,899		768		102		1,264		—		20,033
Transfers between investment types	(1,053)		—		—		—		1,053		—
Transfers into (out of) Level 3(1)	(79,043)		(107,564)		(18,375)		—		—		(204,982)
Fair value, end of period	$	17,483,789	$	436,468	$	366,553	$	441,815	$	532,695	$	19,261,320

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended September 30, 2024, transfers out of Level 3 into Level 2 were as a result of changes in the observability of significant inputs for certain portfolio companies.


	As of and for the Nine Months Ended September 30, 2024
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	11,540,505	$	935,338	$	189,018	$	721,545	$	448,974	$	13,835,380
Purchases of investments, net	7,660,919		—		149,569		27,631		130,985		7,969,104
Payment-in-kind	50,176		4,996		26,359		60,574		81		142,186
Proceeds from investments, net	(1,312,053)		(195,851)		(1,553)		(375,343)		(37,194)		(1,921,994)
Net change in unrealized gain (loss)	28,189		(13,209)		3,081		(2,526)		29,590		45,125
Net realized gains (losses)	(6,025)		—		(164)		2,385		—		(3,804)
Net amortization/accretion of premium/discount on investments	53,996		3,585		243		7,549		—		65,373
Transfers between investment types	(1,053)		—		—		—		1,053		—
Transfers into (out of) Level 3(1)	(530,865)		(298,391)		—		—		(40,794)		(870,050)
Fair value, end of period	$	17,483,789	$	436,468	$	366,553	$	441,815	$	532,695	$	19,261,320

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the nine months ended September 30, 2024, transfers out of Level 3 into Level 2 were as a result of changes in the observability of significant inputs for certain portfolio companies and an investment measured at net asset value which is no longer categorized within the fair value hierarchy.

117

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


	As of and for the Three Months Ended September 30, 2023
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	9,215,983	$	938,417	$	176,287	$	652,907	$	325,496	$	11,309,090
Purchases of investments, net	1,032,428		1		—		—		66,880		1,099,309
Payment-in-kind	15,000		1,881		4,689		11,503		24		33,097
Proceeds from investments, net	(171,797)		—		—		(12,068)		—		(183,865)
Net change in unrealized gain (loss)	2,333		8,432		(4,030)		3,984		5,071		15,790
Net realized gains (losses)	(4)		—		—		484		—		480
Net amortization/accretion of premium/discount on investments	7,845		290		17		598		—		8,750
Transfers between investment types	—		—		—		—		—		—
Transfers into (out of) Level 3(1)	(42,989)		(7,256)		—		—		—		(50,245)
Fair value, end of period	$	10,058,799	$	941,765	$	176,963	$	657,408	$	397,471	$	12,232,406

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended September 30, 2023, transfers out of Level 3 into Level 2 were as a result of changes in the observability of significant inputs for certain portfolio companies.


	As of and for the Nine Months Ended September 30, 2023
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	7,603,501	$	1,019,223	$	211,328	$	500,023	$	264,437	$	9,598,512
Purchases of investments, net	2,902,705		1		613		116,612		119,287		3,139,218
Payment-in-kind	38,307		5,323		13,623		48,336		143		105,732
Proceeds from investments, net	(360,665)		—		(3)		(15,043)		(2,313)		(378,024)
Net change in unrealized gain (loss)	36,665		7,070		(845)		5,790		13,099		61,779
Net realized gains (losses)	(4,583)		—		—		484		—		(4,099)
Net amortization/accretion of premium/discount on investments	19,311		849		89		1,206		—		21,455
Transfers between investment types	(2,818)		—		—		—		2,818		—
Transfers into (out of) Level 3(1)	(173,624)		(90,701)		(47,842)		—		—		(312,167)
Fair value, end of period	$	10,058,799	$	941,765	$	176,963	$	657,408	$	397,471	$	12,232,406

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the nine months ended September 30, 2023, transfers out of Level 3 into Level 2 were as a result of changes in the observability of significant inputs for certain portfolio companies.

118

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

The below tables present information with respect to the net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the following periods:


($ in thousands)	Net change in unrealized gain (loss) for the Three Months Ended September 30, 2024 on investments held at September 30, 2024		Net change in unrealized gain (loss) for the Three Months Ended September 30, 2023 on investments held at September 30, 2023
First-lien senior secured debt investments	$	9,700	$	2,333
Second-lien senior secured debt investments	(3,749)		8,432
Unsecured debt investments	7,193		(4,030)
Preferred equity investments	4,328		3,984
Common equity investments	11,492		5,071
Total Investments	$	28,964	$	15,790


($ in thousands)	Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2024 on investments held at September 30, 2024		Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2023 on investments held at September 30, 2023
First-lien senior secured debt investments	$	16,926	$	36,665
Second-lien senior secured debt investments	(10,846)		7,070
Unsecured debt investments	3,081		(845)
Preferred equity investments	5,951		5,790
Common equity investments	29,591		13,099
Total Investments	$	44,703	$	61,779

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of September 30, 2024 and December 31, 2023. The weighted average range of unobservable inputs is based on fair value of investments. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

119

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

As of September 30, 2024

($ in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Impact to Valuation from an Increase in Input

First-lien senior secured debt investments

15,271,059

Yield Analysis

Market Yield

6.6% - 18.7% (10.1%)

Decrease

2,211,095

Recent Transaction

Transaction Price

96.1% - 100.0% (99.4%)

Increase

1,635

Collateral Analysis

Recovery Rate

35.0% - 38.5% (37.6%)

Increase

Second-lien senior secured debt investments

436,468

Yield Analysis

Market Yield

10.5% - 37.0% (15.2%)

Decrease

Unsecured debt investments

366,524

Yield Analysis

Market Yield

9.1% - 16.1% (12.3%)

Decrease

Market Approach

EBITDA Multiple

12.0x

Increase

Preferred equity investments

415,306

Yield Analysis

Market Yield

10.2% - 31.3% (14.1%)

Decrease

20,359

Recent Transaction

Transaction Price

100.0%

Increase

4,390

Market Approach

EBITDA Multiple

7.1x

Increase

1,760

Market Approach

Revenue Multiple

8.4x - 21.0x (15.6x)

Increase

Common equity investments

1,157

Recent Transaction

Transaction Price

55.6% - 100.0% (96.0%)

Increase

148,954

Market Approach

EBITDA Multiple

3.8x - 30.5x (15.3x)

Increase

282,928

Market Approach

AUM Multiple

1.1x

Increase

46,891

Market Approach

Revenue Multiple

1.4x - 13.5x (10.0x)

Increase

661

Option Pricing Model

Volatility

70.0%

Increase

1,516

Yield Analysis

Market Yield

8.3%

Decrease

48,971

Market Approach

N/A

1,608

Discounted Cash Flow Analysis

Discount Rate

20.0%

Decrease

Market Approach

Gross Profit Multiple

9.5x

Increase

As of December 31, 2023

($ in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Impact to Valuation from an Increase in Input

First-lien senior secured debt investments

9,713,556

Yield Analysis

Market Yield

7.4% - 22.2% (11.6%)

Decrease

1,826,949

Recent Transaction

Transaction Price

97.0% - 99.8% (98.6%)

Increase

Second-lien senior secured debt investments

935,338

Yield Analysis

Market Yield

11.4% - 17.7% (14.6%)

Decrease

Unsecured debt investments

188,992

Yield Analysis

Market Yield

10.6% - 17.2% (12.0%)

Decrease

Market Approach

EBITDA Multiple

11.8x - 11.8x (11.8x)

Increase

Preferred equity investments

642,464

Yield Analysis

Market Yield

10.4% - 25.8% (14.4%)

Decrease

79,081

Recent Transaction

Transaction Price

98.0% - 107.5% (104.2%)

Increase

Common equity investments

251,028

Recent Transaction

Transaction Price

100.0% - 100.0% (100.0%)

Increase

148,706

Market Approach

EBITDA Multiple

6.0x - 34.5x (16.1x)

Increase

1,253

Yield Analysis

Market Yield

8.0% - 8.0% (8.0%)

Decrease

47,978

Market Approach

Revenue Multiple

1.9x - 14.7x (10.5x)

Increase

Market Approach

Gross Profit Multiple

9.9x - 9.9x (9.9x)

Increase

The fair value of the Company’s performing Level 3 debt investments is typically determined utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.

When the debtor is not performing or when there is insufficient value to cover the investment, the Company may utilize a net recovery approach to determine the fair value of debt investments in subject companies. A net recovery analysis typically consists of two steps. First, the total enterprise value for the subject company is estimated using standard valuation approaches, most commonly the market approach. Second, the fair value for each investment in the subject company is then estimated by allocating the subject

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Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

company’s total enterprise value to the outstanding securities in the capital structure based upon various factors, including seniority, preferences, and other features if deemed relevant to each security in the capital structure.

Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable financial performance multiples such as publicly-traded company and comparable market transaction multiples of revenues, earnings before income taxes, depreciation and amortization (“EBITDA”), or some combination thereof and comparable market transactions typically would be used.

Debt Not Carried at Fair Value

Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The following tables present the carrying and fair values of the Company’s debt obligations as of the following periods:


	September 30, 2024						December 31, 2023
($ in thousands)	Net Carrying Value(1)		Debt Issuance Costs		Fair Value		Net Carrying Value(1)		Debt Issuance Costs		Fair Value
Revolving Credit Facility(2)	$	1,184,243	$	(15,455)	$	1,184,243	$	611,396	$	(16,732)	$	611,395
SPV Asset Facility I	294,377		(5,623)		294,377		468,920		(6,080)		468,920
SPV Asset Facility II	807,182		(12,818)		807,182		1,710,745		(7,255)		1,710,744
SPV Asset Facility III(2)	1,018,186		(14,081)		1,018,186		513,046		(8,954)		513,045
SPV Asset Facility IV	301,598		(3,402)		301,598		246,296		(3,704)		246,296
SPV Asset Facility V	207,541		(2,459)		207,541		197,005		(2,995)		197,005
SPV Asset Facility VI	343,511		(6,489)		343,511		152,994		(7,006)		152,994
SPV Asset Facility VII(2)	164,785		(2,222)		164,785		—		—		—
CLO VIII	288,052		(1,948)		288,052		287,907		(2,093)		287,907
CLO XI	258,267		(1,733)		258,267		258,144		(1,856)		258,144
CLO XII	258,144		(1,856)		258,144		258,002		(1,998)		258,002
CLO XV	309,288		(2,712)		309,288		—		—		—
CLO XVI	417,243		(2,757)		417,243		—		—		—
CLO XVII	322,227		(2,773)		322,227		—		—		—
CLO XVIII	258,198		(1,802)		258,198		—		—		—
March 2025 Notes	498,957		(1,043)		498,750		496,586		(3,414)		492,500
September 2026 Notes	346,664		(3,336)		334,250		344,682		(5,318)		319,375
February 2027 Notes	496,269		(3,731)		491,250		496,699		(3,301)		472,500
September 2027 Notes	603,757		(5,625)		631,500		598,564		(6,869)		619,500
June 2028 Notes	657,445		(8,572)		695,500		640,012		(9,988)		672,750
January 2029 Notes	552,586		(12,054)		587,125		546,975		(13,679)		566,500
September 2029 Notes	508,543		(11,266)		512,500		—		—		—
March 2030 Notes	974,312		(19,954)		990,000		—		—		—
March 2031 Notes	747,376		(19,853)		766,875		—		—		—
Total Debt	$	11,818,751	$	(163,564)	$	11,940,592	$	7,827,973	$	(101,242)	$	7,847,577

(1)Inclusive of change in fair market value of effective hedge.

(2)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

121

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Notes to Consolidated Financial Statements - Continued

(Unaudited)

The below table presents fair value measurements of the Company’s debt obligations as of the following periods:


($ in thousands)	September 30, 2024		December 31, 2023
Level 1	$	—	$	—
Level 2	5,507,750		3,143,125
Level 3	6,432,842		4,704,452
Total Debt	$	11,940,592	$	7,847,577

Financial Instruments Not Carried at Fair Value

As of September 30, 2024 and December 31, 2023, the carrying amounts of the Company’s other assets and liabilities approximate fair value due to their short maturities. These financial instruments would be categorized as Level 3 within the hierarchy.

Note 7. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. The Company had the following outstanding commitments to fund investments in current portfolio companies as of the following periods:


Portfolio Company	Investment	September 30, 2024		December 31, 2023
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	$	61,262	$	8,444
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	41,184		309
ACR Group Borrower, LLC	First lien senior secured delayed draw term loan	835		—
ACR Group Borrower, LLC	First lien senior secured revolving loan	687		425
Activate Holdings (US) Corp. (dba Absolute Software)	First lien senior secured revolving loan	352		282
Aerosmith Bidco Limited (dba Audiotonix)	First lien senior secured multi-draw term loan	34,135		—
Aerosmith Bidco Limited (dba Audiotonix)	First lien senior secured multi-draw term loan	74,206		—
Aerosmith Bidco Limited (dba Audiotonix)	First lien senior secured multi-currency revolving loan	44,919		—
AI Titan Parent, Inc. (dba Prometheus Group)	First lien senior secured delayed draw term loan	6,792		—
AI Titan Parent, Inc. (dba Prometheus Group)	First lien senior secured revolving loan	4,245		—
Alera Group, Inc.	First lien senior secured delayed draw term loan	31,871		45,858
Allied Benefit Systems Intermediate LLC	First lien senior secured delayed draw term loan	—		3,247
AlphaSense, Inc.	First lien senior secured delayed draw term loan	716		—
AlphaSense, Inc.	First lien senior secured delayed draw term loan	707		—
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	22,244		26,966
AmeriLife Holdings LLC	First lien senior secured revolving loan	16,273		16,273
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	—		5,457
Anaplan, Inc.	First lien senior secured revolving loan	16,528		16,528
Apex Service Partners, LLC	First lien senior secured revolving loan	4,002		7,080

122

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Notes to Consolidated Financial Statements - Continued

(Unaudited)


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Apex Service Partners, LLC	First lien senior secured delayed draw term loan	—	17,957
Appfire Technologies, LLC	First lien senior secured delayed draw term loan	6,550	10,587
Appfire Technologies, LLC	First lien senior secured delayed draw term loan	2,688	—
Appfire Technologies, LLC	First lien senior secured revolving loan	1,633	1,260
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured delayed draw term loan	9,925	—
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured revolving loan	7,282	—
Aramsco, Inc.	First lien senior secured delayed draw term loan	7,797	7,797
Arctic Holdco, LLC (dba Novvia Group)	First lien senior secured delayed draw term loan	2,422	9,688
Artifact Bidco, Inc. (dba Avetta)	First lien senior secured delayed draw term loan	3,793	—
Artifact Bidco, Inc. (dba Avetta)	First lien senior secured revolving loan	754	—
Artifact Bidco, Inc. (dba Avetta)	First lien senior secured revolving loan	1,956	—
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	3,404	3,404
Associations, Inc.	First lien senior secured delayed draw term loan	31,686	507
Associations, Inc.	First lien senior secured revolving loan	25,388	3,123
Aurelia Netherlands Midco 2 B.V. (f/k/a Adevinta)	First lien senior secured NOK term loan	—	31,898
Aurelia Netherlands Midco 2 B.V. (f/k/a Adevinta)	First lien senior secured EUR term loan	—	30,482
Aurelia Netherlands Midco 2 B.V. (f/k/a Adevinta)	First lien senior secured EUR revolving loan	—	3,387
Avalara, Inc.	First lien senior secured revolving loan	7,045	7,045
AWP Group Holdings, Inc.	First lien senior secured delayed draw term loan	3,723	7,024
AWP Group Holdings, Inc.	First lien senior secured revolving loan	5,805	4,557
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured delayed draw term loan	4,489	—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured revolving loan	1,995	—
Baker Tilly Advisory Group, L.P.	First lien senior secured delayed draw term loan	14,940	—
Baker Tilly Advisory Group, L.P.	First lien senior secured revolving loan	20,935	—
Bamboo US BidCo LLC	First lien senior secured delayed draw term loan	7,820	14,060
Bamboo US BidCo LLC	First lien senior secured revolving loan	20,128	20,128
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	1,593	1,275
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	21,926	26,528
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	2,172	3,207
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	161	161
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured delayed draw term loan	11,083	7,980

123

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Notes to Consolidated Financial Statements - Continued

(Unaudited)


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured revolving loan	6,650	6,650
Blast Bidco Inc. (dba Bazooka Candy Brands)	First lien senior secured revolving loan	4,179	4,179
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured revolving loan	—	13,901
BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC)	First lien senior secured delayed draw term loan	5,161	13,641
Brightway Holdings, LLC	First lien senior secured revolving loan	2,105	1,158
Broadcast Music, Inc. (fka Otis Merger Sub, Inc.)	First lien senior secured revolving loan	6,271	—
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured delayed draw term loan	119	468
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured revolving loan	723	868
Canadian Hospital Specialties Limited	First lien senior secured revolving loan	132	75
Capstone Acquisition Holdings, Inc.	First lien senior secured delayed draw term loan	1,789	—
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	577	577
Certinia, Inc.	First lien senior secured revolving loan	4,412	4,412
Chrysaor Bidco s.à r.l. (dba AlterDomus)	First lien senior secured delayed draw term loan	689	—
CivicPlus, LLC	First lien senior secured revolving loan	2,244	1,481
Community Brands ParentCo, LLC	First lien senior secured delayed draw term loan	—	3,750
Community Brands ParentCo, LLC	First lien senior secured revolving loan	—	1,875
Computer Services, Inc. (dba CSI)	First lien senior secured delayed draw term loan	25,566	—
CoreTrust Purchasing Group LLC	First lien senior secured delayed draw term loan	23,639	14,183
CoreTrust Purchasing Group LLC	First lien senior secured revolving loan	14,183	14,183
Coupa Holdings, LLC	First lien senior secured delayed draw term loan	2,174	2,174
Coupa Holdings, LLC	First lien senior secured revolving loan	1,664	1,664
CPM Holdings, Inc.	First lien senior secured revolving loan	4,850	5,000
Cresset Capital Management, LLC	First lien senior secured delayed draw term loan	7,612	—
Cresset Capital Management, LLC	First lien senior secured delayed draw term loan	4,478	—
Cresset Capital Management, LLC	First lien senior secured revolving loan	2,239	—
Crewline Buyer, Inc. (dba New Relic)	First lien senior secured revolving loan	17,226	17,226
CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)	First lien senior secured delayed draw term loan	12,046	—
CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)	First lien senior secured revolving loan	30,115	—
DCG ACQUISITION CORP. (dba DuBois Chemical)	First lien senior secured delayed draw term loan	15,899	—

124

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Notes to Consolidated Financial Statements - Continued

(Unaudited)


Portfolio Company	Investment	September 30, 2024	December 31, 2023
DCG ACQUISITION CORP. (dba DuBois Chemical)	First lien senior secured revolving loan	15,899	—
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured revolving loan	9,963	9,963
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)	First lien senior secured revolving loan	91	91
Dresser Utility Solutions, LLC	First lien senior secured delayed draw term loan	7,537	—
Dresser Utility Solutions, LLC	First lien senior secured revolving loan	10,552	—
DuraServ LLC	First lien senior secured delayed draw term loan	45,148	—
DuraServ LLC	First lien senior secured revolving loan	24,256	—
Eagle Family Foods Group LLC	First lien senior secured revolving loan	17,631	—
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured delayed draw term loan	8,523	—
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	3,387	2,710
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan	8,048	8,048
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan	—	20,926
Entertainment Benefits Group, LLC	First lien senior secured revolving loan	—	6,960
Entrata, Inc.	First lien senior secured revolving loan	513	513
EOS U.S. Finco LLC	First lien senior secured delayed draw term loan	9,830	9,830
Essential Services Holding Corporation (dba Turnpoint)	First lien senior secured delayed draw term loan	6,970	—
Essential Services Holding Corporation (dba Turnpoint)	First lien senior secured revolving loan	4,357	—
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured delayed draw term loan	3,671	4,405
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan	676	676
Faraday Buyer, LLC (dba MacLean Power Systems)	First lien senior secured delayed draw term loan	14,307	14,307
Fiesta Purchaser, Inc. (dba Shearer's Foods)	First lien senior secured revolving loan	16,228	—
Finastra USA, Inc.	First lien senior secured revolving loan	9,175	12,568
Forescout Technologies, Inc.	First lien senior secured revolving loan	1,320	—
Formerra, LLC	First lien senior secured revolving loan	421	526
Fortis Solutions Group, LLC	First lien senior secured revolving loan	4,948	6,409
FR Vision Holdings, Inc. (dba CHA Consulting)	First lien senior secured delayed draw term loan	10,915	—
FR Vision Holdings, Inc. (dba CHA Consulting)	First lien senior secured revolving loan	3,692	—
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	140	1,961
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	96	1,250

125

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Notes to Consolidated Financial Statements - Continued

(Unaudited)


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	5,000	—
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	1,250	—
Fullsteam Operations, LLC	First lien senior secured revolving loan	500	500
Galls, LLC	First lien senior secured delayed draw term loan	34,926	—
Galls, LLC	First lien senior secured revolving loan	11,380	—
Galway Borrower LLC	First lien senior secured delayed draw term loan	49,734	—
Galway Borrower LLC	First lien senior secured revolving loan	4,622	—
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	636	791
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	—	3,182
Gehl Foods, LLC	First lien senior secured delayed draw term loan	9,097	—
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	8,404	—
GI Apple Midco LLC (dba Atlas Technical Consultants)	First lien senior secured delayed draw term loan	14,089	14,090
GI Apple Midco LLC (dba Atlas Technical Consultants)	First lien senior secured revolving loan	7,123	4,908
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	1,673	669
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured delayed draw term loan	—	7,600
Global Music Rights, LLC	First lien senior secured revolving loan	12,415	7,500
Granicus, Inc.	First lien senior secured revolving loan	4,633	127
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan	327	—
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured revolving loan	215	—
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured revolving loan	96	96
HISSHO PARENT, LLC	First lien senior secured revolving loan	11,009	8,745
Home Service TopCo IV, Inc.	First lien senior secured delayed draw term loan	8,397	8,397
Home Service TopCo IV, Inc.	First lien senior secured revolving loan	3,359	3,359
Hyland Software, Inc.	First lien senior secured revolving loan	6,978	6,978
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured revolving loan	2,749	—
Iconic IMO Merger Sub, Inc.	First lien senior secured revolving loan	2,482	2,382
Ideal Image Development, LLC	First lien senior secured revolving loan	183	—
Ideal Image Development, LLC	First lien senior secured delayed draw term loan	—	329
Ideal Tridon Holdings, Inc.	First lien senior secured revolving loan	8,630	8,630

126

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


Portfolio Company	Investment	September 30, 2024	December 31, 2023
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	4,866	3,613
IMO Investor Holdings, Inc.	First lien senior secured delayed draw term loan	—	3,127
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured delayed draw term loan	13,434	—
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured revolving loan	12,700	7,620
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured delayed draw term loan	6,570	6,570
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured revolving loan	3,003	4,693
Integrated Specialty Coverages, LLC	First lien senior secured delayed draw term loan	1,780	12,716
Integrated Specialty Coverages, LLC	First lien senior secured revolving loan	5,934	5,934
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan	58,316	21,923
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	17,886	5,450
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured delayed draw term loan	5,079	—
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	4,140	3,490
IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.))	First lien senior secured revolving loan	6,278	11,699
JS Parent, Inc. (dba Jama Software)	First lien senior secured revolving loan	88	—
Kaseya Inc.	First lien senior secured delayed draw term loan	3,230	4,077
Kaseya Inc.	First lien senior secured revolving loan	3,256	3,256
KENE Acquisition, Inc. (dba Entrust Solutions Group)	First lien senior secured delayed draw term loan	7,472	—
KENE Acquisition, Inc. (dba Entrust Solutions Group)	First lien senior secured revolving loan	2,242	—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan	6,054	6,054
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured revolving loan	10,944	10,944
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured delayed draw term loan	—	12,134
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)	First lien senior secured revolving loan	19,534	15,627
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured revolving loan	—	1,946
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured delayed draw term loan	—	6,360
Lakefield Acquisition Corp. (dba Lakefield Veterinary Group)	First lien senior secured delayed draw term loan	51,600	—
Lakefield Acquisition Corp. (dba Lakefield Veterinary Group)	First lien senior secured revolving loan	8,600	—
Lightbeam Bidco, Inc. (dba Lazer Spot)	First lien senior secured delayed draw term loan	27,285	40,928
Lightbeam Bidco, Inc. (dba Lazer Spot)	First lien senior secured revolving loan	11,685	11,685
Lignetics Investment Corp.	First lien senior secured revolving loan	574	1,912

127

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Notes to Consolidated Financial Statements - Continued

(Unaudited)


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Litera Bidco LLC	First lien senior secured delayed draw term loan	5,067	—
Litera Bidco LLC	First lien senior secured delayed draw term loan	3,981	—
Litera Bidco LLC	First lien senior secured revolving loan	2,266	—
LSI Financing 1 DAC	Preferred equity	130,818	—
Magnet Forensics, LLC (f/k/a Grayshift, LLC)	First lien senior secured revolving loan	2,419	2,419
ManTech International Corporation	First lien senior secured delayed draw term loan	2,164	2,164
ManTech International Corporation	First lien senior secured revolving loan	1,806	1,806
Maple Acquisition, LLC (dba Medicus)	First lien senior secured delayed draw term loan	20,448	—
Maple Acquisition, LLC (dba Medicus)	First lien senior secured revolving loan	15,336	—
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan	24,114	21,702
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan	7,234	5,627
Medline Borrower, LP	First lien senior secured revolving loan	—	2,020
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan	3,571	3,571
Milan Laser Holdings LLC	First lien senior secured revolving loan	1,702	2,553
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	4,746	2,215
Minotaur Acquisition, Inc. (dba Inspira Financial)	First lien senior secured delayed draw term loan	41,960	—
Minotaur Acquisition, Inc. (dba Inspira Financial)	First lien senior secured revolving loan	25,814	—
Mitnick Corporate Purchaser, Inc.	First lien senior secured revolving loan	9,375	9,375
Monotype Imaging Holdings Inc.	First lien senior secured delayed draw term loan	14,027	—
Monotype Imaging Holdings Inc.	First lien senior secured revolving loan	21,041	—
Natural Partners, LLC	First lien senior secured revolving loan	5,063	5,063
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR revolving loan	4,494	—
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR delayed draw term loan	24,090	—
Nelipak Holding Company	First lien senior secured delayed draw term loan	11,787	—
Nelipak Holding Company	First lien senior secured revolving loan	5,454	—
Neptune Holdings, Inc. (dba NexTech)	First lien senior secured revolving loan	4,118	4,118
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	558	558
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	5,282	4,930
OAC Holdings I Corp. (dba Omega Holdings)	First lien senior secured revolving loan	2,572	2,572

128

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Notes to Consolidated Financial Statements - Continued

(Unaudited)


Portfolio Company	Investment	September 30, 2024	December 31, 2023
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	7,993	4,902
Ocala Bidco, Inc.	First lien senior secured delayed draw term loan	—	8,469
Ole Smoky Distillery, LLC	First lien senior secured revolving loan	3,302	3,302
Omnia Partners, LLC	First lien senior secured delayed draw term loan	—	172
OneOncology LLC	First lien senior secured delayed draw term loan	—	26,752
OneOncology, LLC	First lien senior secured delayed draw term loan	18,371	—
OneOncology, LLC	First lien senior secured revolving loan	14,269	14,267
Oranje Holdco, Inc. (dba KnowBe4)	First lien senior secured revolving loan	10,148	10,148
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	—	17,905
Park Place Technologies, LLC	First lien senior secured delayed draw term loan	13,490	—
Park Place Technologies, LLC	First lien senior secured revolving loan	8,499	—
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured delayed draw term loan	10,286	—
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	88	70
PDI TA Holdings, Inc.	First lien senior secured delayed draw term loan	14,911	—
PDI TA Holdings, Inc.	First lien senior secured revolving loan	6,560	—
PerkinElmer U.S. LLC	First lien senior secured delayed draw term loan	7,141	—
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	2,570	2,570
PetVet Care Centers, LLC	First lien senior secured delayed draw term loan	31,691	31,691
PetVet Care Centers, LLC	First lien senior secured revolving loan	33,258	33,258
Phantom Purchaser, Inc.	First lien senior secured revolving loan	11,437	—
Ping Identity Holding Corp.	First lien senior secured revolving loan	4,779	2,182
Plasma Buyer LLC (dba PathGroup)	First lien senior secured delayed draw term loan	1,632	28,553
Plasma Buyer LLC (dba PathGroup)	First lien senior secured revolving loan	5,384	8,158
Pluralsight, LLC	First lien senior secured delayed draw term loan	496	—
Pluralsight, LLC	First lien senior secured revolving loan	198	87
PPV Intermediate Holdings, LLC	First lien senior secured delayed draw term loan	3,778	10,076
PPV Intermediate Holdings, LLC	First lien senior secured revolving loan	11,854	11,854
Premise Health Holding Corp.	First lien senior secured revolving loan	8,191	—
Pye-Barker Fire & Safety, LLC	First lien senior secured delayed draw term loan	64,856	—

129

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Pye-Barker Fire & Safety, LLC	First lien senior secured delayed draw term loan	85,120	—
Pye-Barker Fire & Safety, LLC	First lien senior secured revolving loan	29,489	—
QAD, Inc.	First lien senior secured revolving loan	6,000	6,000
Quva Pharma, Inc.	First lien senior secured revolving loan	218	455
Relativity ODA LLC	First lien senior secured revolving loan	2,797	435
RL Datix Holdings (USA), Inc.	First lien senior secured delayed draw term loan	14,908	—
RL Datix Holdings (USA), Inc.	First lien senior secured revolving loan	13,053	—
SailPoint Technologies Holdings, Inc.	First lien senior secured revolving loan	5,718	5,718
Salinger Bidco Inc. (dba Surgical Information Systems)	First lien senior secured delayed draw term loan	5,742	—
Salinger Bidco Inc. (dba Surgical Information Systems)	First lien senior secured revolving loan	5,742	—
Securonix, Inc.	First lien senior secured revolving loan	5,219	5,339
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured delayed draw term loan	4,777	—
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	8,620	9,077
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured EUR delayed draw term loan	1,084	—
Simplisafe Holding Corporation	First lien senior secured delayed draw term loan	—	11,770
Smarsh Inc.	First lien senior secured delayed draw term loan	10,381	10,381
Smarsh Inc.	First lien senior secured revolving loan	830	830
Soliant Lower Intermediate, LLC (dba Soliant)	First lien senior secured revolving loan	14,389	—
Sonny's Enterprises, LLC	First lien senior secured delayed draw term loan	41,416	15,212
Sonny's Enterprises, LLC	First lien senior secured revolving loan	25,901	25,158
Southern Air & Heat Holdings, LLC	First lien senior secured delayed draw term loan	20,889	28,751
Southern Air & Heat Holdings, LLC	First lien senior secured revolving loan	220	259
Spotless Brands, LLC	First lien senior secured revolving loan	898	1,146
Summit Acquisition Inc. (dba K2 Insurance Services)	First lien senior secured delayed draw term loan	12,267	12,267
Summit Acquisition Inc. (dba K2 Insurance Services)	First lien senior secured revolving loan	6,133	6,133
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured revolving loan	3,626	5,579
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	5,336	5,336
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured delayed draw term loan	—	2,360

130

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


Portfolio Company	Investment	September 30, 2024		December 31, 2023
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	16,473		7,768
Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured revolving loan	4,643		3,508
The Shade Store, LLC	First lien senior secured delayed draw term loan	10,580		—
The Shade Store, LLC	First lien senior secured revolving loan	3,457		2,455
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	194		418
Troon Golf, LLC	First lien senior secured delayed draw term loan	54,899		—
Troon Golf, LLC	First lien senior secured revolving loan	27,449		7,207
Truist Insurance Holdings, LLC	First lien senior secured revolving loan	6,720		—
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	1,300		2,000
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	46,663		41,400
Unified Women's Healthcare, LP	First lien senior secured revolving loan	8,120		8,120
USIC Holdings, Inc.	First lien senior secured delayed draw term loan	2,179		—
USIC Holdings, Inc.	First lien senior secured revolving loan	2,483		—
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured delayed draw term loan	13,971		—
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan	4,975		1,096
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	142		124
Vensure Employer Services, Inc.	First lien senior secured delayed draw term loan	44,226		—
Vessco Midco Holdings, LLC	First lien senior secured delayed draw term loan	20,382		—
Vessco Midco Holdings, LLC	First lien senior secured revolving loan	7,962		—
Vital Bidco AB (dba Vitamin Well)	First lien senior secured loan	399,590		—
Vital Bidco AB (dba Vitamin Well)	First lien senior secured delayed draw term loan	34,475		—
Vital Bidco AB (dba Vitamin Well)	First lien senior secured revolving loan	68,950		—
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	67		833
When I Work, Inc.	First lien senior secured revolving loan	4,164		4,164
XRL 1 LLC (dba XOMA)	First lien senior secured delayed draw term loan	4,500		4,500
Zendesk, Inc.	First lien senior secured delayed draw term loan	35,425		30,080
Zendesk, Inc.	First lien senior secured revolving loan	14,587		12,386
Total Unfunded Portfolio Company Commitments		$	3,393,382	$	1,394,947

As of September 30, 2024, the Company believed it had adequate financial resources to satisfy the unfunded portfolio company commitments.

131

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Organizational and Offering Costs

The Adviser has incurred organization and offering costs on behalf of the Company in the amount of $2.9 million for the period from April 22, 2020 (Inception) to September 30, 2024, of which $2.9 million has been charged to the Company pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in the Company’s continuous public offering until all organization and offering costs paid by the Adviser have been recovered. The Adviser is responsible for the payment of the Company’s organization and offering expenses to the extent that these expenses exceed 1.5% of the aggregate gross offering proceeds, without recourse against or reimbursement by the Company.

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of September 30, 2024, management was not aware of any pending or threatened litigation.

Note 8. Net Assets

Authorized Capital and Share Class Description

In connection with its formation, the Company has the authority to issue the following shares:


Classification	Number of Shares (in thousands)	Par Value
Class S Shares	1,500,000	$	0.01
Class D Shares	1,000,000	$	0.01
Class I Shares	2,000,000	$	0.01
Total	4,500,000

The Company’s Class S shares are subject to upfront selling commissions of up to 3.50% of the offering price. Pursuant to a distribution plan adopted by the Company in compliance with Rules 12b-1 and 17d-3 under the 1940 Act, as if those rules applied to the Company, the Company’s Class S shares are subject to annual ongoing services fees of 0.85% of the current net asset value of such shares, as determined in accordance with FINRA rules.

The Company’s Class D shares are subject to upfront selling commissions of up to 1.50% of the offering price. Pursuant to a distribution plan adopted by the Company in compliance with Rules 12b-1 and 17d-3 under the 1940 act, as if those rules applied to the Company, the Company’s Class D shares are subject to annual ongoing services fees of 0.25% of the current net asset value of such shares, as determined in accordance with FINRA rules.

The Company’s Class I shares are not subject to upfront selling commissions. The Company’s Class I shares are not subject to annual ongoing servicing fees.

Share Issuances

On September 30, 2020, the Company issued 100 Class I common shares for $1,000 to the Adviser.

On November 12, 2020, the Company issued 700,000 Class I common shares for $7.0 million to an entity affiliated with the Adviser, and met the minimum offering requirement for the Company’s continuous public offering of $2.5 million.

On June 25, 2024, the Company filed Articles of Amendment with the State Department of Assessments and Taxation of Maryland for the purpose of amending the Company’s Second Articles of Amendment and Restatement to increase the number of authorized shares of the Company’s common stock, $0.01 par value per share, and preferred stock, $0.01 par value per share, to 4,500,000,000 Shares, consisting of 1,500,000,000 Class S Shares, 1,000,000,000 Class D Shares, 2,000,000,000 Class I Shares, and no shares of preferred stock. The Articles of Amendment became immediately effective upon filing.

132

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

The following table summarizes transactions with respect to shares of the Company’s common stock during the following periods:


	For the Three Months Ended September 30, 2024
	Class S			Class D			Class I			Total
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares/gross proceeds from the continuous public offering	43,540,444	$	419,600	2,410,932	$	23,070	91,065,168	$	871,691	137,016,544	$	1,314,361
Shares/gross proceeds from the private placements	—	—		—	—		6,706,401	64,211		6,706,401	64,211
Share Transfers between classes(1)	(208)	(2)		—	—		207	2		(1)	—
Reinvestment of distributions	4,692,273	44,786		365,070	3,490		8,894,261	85,133		13,951,604	133,409
Repurchased shares	(4,872,698)	(46,534)		(225,274)	(2,153)		(10,756,911)	(102,943)		(15,854,883)	(151,630)
Total shares/gross proceeds	43,359,811	417,850		2,550,728	24,407		95,909,126	918,094		141,819,665	1,360,351
Sales load	—	(3,931)		—	(21)		—	—		—	(3,952)
Total shares/net proceeds	43,359,811	$	413,919	2,550,728	$	24,386	95,909,126	$	918,094	141,819,665	$	1,356,399


	For the Three Months Ended September 30, 2023
	Class S			Class D			Class I			Total
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares/gross proceeds from the continuous public offering	35,007,017	$	329,144	5,425,168	$	50,663	53,848,440	$	503,958	94,280,625	$	883,765
Shares/gross proceeds from the private placements	—	—		—	—		3,253,834	30,412		3,253,834	30,412
Share Transfers between classes(1)	—	—		—	—		—	—		—	—
Reinvestment of distributions	2,292,217	21,384		664,198	6,202		4,268,507	39,933		7,224,922	67,519
Repurchased shares	(1,573,405)	(14,790)		(1,379,185)	(12,978)		(8,074,185)	(76,140)		(11,026,775)	(103,908)
Total shares/gross proceeds	35,725,829	335,738		4,710,181	43,887		53,296,596	498,163		93,732,606	877,788
Sales load	—	(2,621)		—	—		—	—		—	(2,621)
Total shares/net proceeds	35,725,829	$	333,117	4,710,181	$	43,887	53,296,596	$	498,163	93,732,606	$	875,167

133

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


	For the Nine Months Ended September 30, 2024
	Class S			Class D			Class I			Total
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares/gross proceeds from the continuous public offering	148,750,251	$	1,428,771	11,017,957	$	105,060	272,940,459	$	2,605,210	432,708,667	$	4,139,041
Shares/gross proceeds from the private placements	—	—		—	—		22,712,902	216,716		22,712,902	216,716
Share Transfers between classes(1)	(247,125)	(2,359)		(35,690,399)	(338,702)		35,899,362	341,061		(38,162)	—
Reinvestment of distributions	12,163,615	115,812		1,250,469	11,909		23,186,037	221,346		36,600,121	349,067
Repurchased shares	(13,735,393)	(130,889)		(3,368,981)	(32,065)		(29,584,204)	(282,674)		(46,688,578)	(445,628)
Total shares/gross proceeds	146,931,348	1,411,335		(26,790,954)	(253,798)		325,154,556	3,101,659		445,294,950	4,259,196
Sales load	—	(12,656)		—	(122)		—	—		—	(12,778)
Total shares/net proceeds	146,931,348	$	1,398,679	(26,790,954)	$	(253,920)	325,154,556	$	3,101,659	445,294,950	$	4,246,418


	For the Nine Months Ended September 30, 2023
	Class S			Class D			Class I			Total
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares/gross proceeds from the continuous public offering	80,662,197	$	752,341	16,501,836	$	152,821	140,706,099	$	1,304,023	237,870,132	$	2,209,185
Shares/gross proceeds from the private placements	—	—		—	—		7,594,982	70,448		7,594,982	70,448
Share Transfers between classes(1)	(230,952)	(2,127)		—	—		230,202	2,127		(750)	—
Reinvestment of distributions	5,966,108	55,159		1,804,722	16,698		11,009,979	102,088		18,780,809	173,945
Repurchased shares	(5,687,039)	(52,800)		(3,240,174)	(30,240)		(20,384,678)	(190,235)		(29,311,891)	(273,275)
Total shares/gross proceeds	80,710,314	752,573		15,066,384	139,279		139,156,584	1,288,451		234,933,282	2,180,303
Sales load	—	(6,319)		—	(144)		—	—		—	(6,463)
Total shares/net proceeds	80,710,314	$	746,254	15,066,384	$	139,135	139,156,584	$	1,288,451	234,933,282	$	2,173,840

134

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

In accordance with the Company’s share pricing policy, the Company will modify its public offering prices to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that it not sell shares at a net offering price below the net asset value per share unless the Company obtains the requisite approval from its shareholders.

The changes to the Company’s offering price per share for the nine months ended September 30, 2024 and 2023 were as follows:


Class S
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)























January 1, 2023	$	9.06	$	0.32	$	9.38
February 1, 2023	$	9.24	$	0.32	$	9.56
March 1, 2023	$	9.23	$	0.32	$	9.55
April 1, 2023	$	9.21	$	0.32	$	9.53
May 1, 2023	$	9.21	$	0.32	$	9.53
June 1, 2023	$	9.18	$	0.32	$	9.50
July 1, 2023	$	9.28	$	0.32	$	9.60
August 1, 2023	$	9.33	$	0.33	$	9.66
September 1, 2023	$	9.37	$	0.33	$	9.70



January 1, 2024	$	9.48	$	0.33	$	9.81
February 1, 2024	$	9.49	$	0.33	$	9.82
March 1, 2024	$	9.49	$	0.33	$	9.82
April 1, 2024	$	9.50	$	0.33	$	9.83
May 1, 2024	$	9.51	$	0.33	$	9.84
June 1, 2024	$	9.57	$	0.33	$	9.90
July 1, 2024	$	9.53	$	0.33	$	9.86
August 1, 2024	$	9.55	$	0.33	$	9.88
September 1, 2024	$	9.56	$	0.33	$	9.89


Class D
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)























January 1, 2023	$	9.07	$	0.14	$	9.21
February 1, 2023	$	9.25	$	0.14	$	9.39
March 1, 2023	$	9.24	$	0.14	$	9.38
April 1, 2023	$	9.22	$	0.14	$	9.36
May 1, 2023	$	9.22	$	0.14	$	9.36
June 1, 2023	$	9.19	$	0.14	$	9.33
July 1, 2023	$	9.29	$	0.14	$	9.43
August 1, 2023	$	9.34	$	0.14	$	9.48
September 1, 2023	$	9.38	$	0.14	$	9.52



January 1, 2024	$	9.49	$	0.14	$	9.63
February 1, 2024	$	9.50	$	0.14	$	9.64
March 1, 2024	$	9.50	$	0.14	$	9.64
April 1, 2024	$	9.51	$	0.14	$	9.65
May 1, 2024	$	9.52	$	0.14	$	9.66
June 1, 2024	$	9.58	$	0.14	$	9.72
July 1, 2024	$	9.55	$	0.14	$	9.69
August 1, 2024	$	9.56	$	0.14	$	9.70
September 1, 2024	$	9.57	$	0.14	$	9.71

135

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


Class I
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)
























January 1, 2023	$	9.08	$	—	$	9.08
February 1, 2023	$	9.26	$	—	$	9.26
March 1, 2023	$	9.26	$	—	$	9.26
April 1, 2023	$	9.24	$	—	$	9.24
May 1, 2023	$	9.24	$	—	$	9.24
June 1, 2023	$	9.21	$	—	$	9.21
July 1, 2023	$	9.31	$	—	$	9.31
August 1, 2023	$	9.36	$	—	$	9.36
September 1, 2023	$	9.39	$	—	$	9.39



January 1, 2024	$	9.50	$	—	$	9.50
February 1, 2024	$	9.51	$	—	$	9.51
March 1, 2024	$	9.52	$	—	$	9.52
April 1, 2024	$	9.53	$	—	$	9.53
May 1, 2024	$	9.53	$	—	$	9.53
June 1, 2024	$	9.59	$	—	$	9.59
July 1, 2024	$	9.56	$	—	$	9.56
August 1, 2024	$	9.58	$	—	$	9.58
September 1, 2024	$	9.58	$	—	$	9.58

Distributions

The Board authorizes and declares monthly distribution amounts per share of common stock, payable monthly in arrears. The following table presents cash distributions per share that were recorded during the following periods:


	For the Nine Months Ended September 30, 2024
Declaration Date	Record Date	Payment Date	Distribution Per Share(1)		Distribution Amount(2)
($ in thousands, except per share amounts)					Class S		Class D		Class I
November 20, 2023	January 31, 2024	February 23, 2024	$	0.07010	$	21,517	$	2,829	$	42,089
February 21, 2024	February 29, 2024	March 22, 2024	0.07010		22,651		2,984		44,196
February 21, 2024	March 29, 2024	April 23, 2024	0.10280		35,655		4,144		67,452
February 21, 2024	April 30, 2024	May 22, 2024	0.07010		24,985		2,868		49,096
May 7, 2024	May 31, 2024	June 26, 2024	0.07010		26,216		3,105		51,937
May 7, 2024	June 28, 2024	July 24, 2024	0.10280		41,249		4,646		78,628
May 7, 2024	July 31, 2024	August 22, 2024	0.07010		28,185		3,184		56,502
August 6, 2024	August 31, 2024	September 25, 2024	0.07010		29,198		3,267		58,767
August 6, 2024	September 30, 2024	October 24, 2024	0.10280		45,420		4,903		88,490



		Total	$	0.72900	$	275,076	$	31,930	$	537,157

(1)Distributions per share are gross of shareholder servicing fees.

(2)Distribution amounts are net of shareholder servicing fees.

136

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


	For the Nine Months Ended September 30, 2023
Declaration Date	Record Date	Payment Date	Distribution Per Share(1)		Distribution Amount(2)
($ in thousands, except per share amounts)					Class S		Class D		Class I
December 5, 2022	January 31, 2023	February 24, 2023	$	0.08765	$	16,523	$	4,296	$	30,667
February 10, 2023	February 28, 2023	March 23, 2023	0.06765		12,882		3,372		24,319
February 10, 2023	March 31, 2023	April 26, 2023	0.06765		13,027		3,550		24,938
February 10, 2023	April 30, 2023	May 22, 2023	0.08765		18,233		4,956		33,691
May 9, 2023	May 31, 2023	June 26, 2023	0.06765		14,183		3,884		27,515
May 9, 2023	June 30, 2023	July 26, 2023	0.06765		14,804		3,894		28,323
May 9, 2023	July 31, 2023	August 22, 2023	0.08765		20,574		5,252		38,233
August 21, 2023	August 31, 2023	September 26, 2023	0.07010		16,878		4,262		31,886
August 21, 2023	September 30, 2023	October 26, 2023	0.07010		17,637		4,358		33,085



		Total	$	0.67375	$	144,741	$	37,824	$	272,657

(1)Distributions per share are gross of shareholder servicing fees.

(2)Distribution amounts are net of shareholder servicing fees.

The Company has adopted a distribution reinvestment plan which was amended and restated on May 6, 2024. The amended and restated distribution reinvestment plan provides for the reinvestment of cash distributions on behalf of shareholders who have enrolled in the distribution reinvestment plan. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have enrolled in the distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares to implement the distribution reinvestment plan. The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment. In no event, however, will funds be advanced or borrowed for the purpose of distributions, if the amount of such distributions would exceed the Company’s accrued and received revenues for the previous four quarters, less paid and accrued operating expenses with respect to such revenues and costs. Prior to the termination of the Expense Support Agreement on March 7, 2023, a portion of the Company’s distributions resulted from expense support from the Adviser. The purpose of this arrangement was to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the following periods:


	For the Nine Months Ended September 30, 2024
Source of Distribution(2)	Per Share(1)		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.72900	$	844,163	100.0	%
Total	$	0.72900	$	844,163	100.0	%

(1)Distributions per share are gross of shareholder servicing fees.

(2)Data in this table is presented on a consolidated basis. Refer to Note 11 “Financial Highlights” for amounts by share class.


	For the Nine Months Ended September 30, 2023
Source of Distribution(2)	Per Share(1)		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.67375	$	455,222	100.0	%


Total	$	0.67375	$	455,222	100.0	%

(1)Distributions per share are gross of shareholder servicing fees.

(2)Data in this table is presented on a consolidated basis. Refer to Note 11 “Financial Highlights” for amounts by share class.

137

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Share Repurchases

The Board has complete discretion to determine whether the Company will engage in any share repurchase, and if so, the terms of such repurchase. At the discretion of the Board, the Company may use cash on hand, cash available from borrowings, and cash from the sale of its investments as of the end of the applicable period to repurchase shares. The Company has commenced a share repurchase program pursuant to which the Company intends to conduct quarterly repurchase offers to allow its shareholders to tender their shares at a price equal to the net offering price per share for the applicable class of shares on each date of repurchase. All shares purchased by the Company pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares. The Company intends to limit the number of shares to be repurchased in each quarter to no more than 5.00% of its’ outstanding shares of common stock. Any periodic repurchase offers are subject in part to the Company’s available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While the Company intends to continue to conduct quarterly tender offers as described above, the Company is not required to do so and may suspend or terminate the share repurchase program at any time.


Offer Date	Class	Tender Offer Expiration	Tender Offer		Purchase Price per Share		Shares Repurchased

















February 28, 2023	S	March 31, 2023	$	21,643	$	9.21	2,349,994
February 28, 2023	D	March 31, 2023	$	3,453	$	9.22	374,566
February 28, 2023	I	March 31, 2023	$	68,023	$	9.24	7,361,842
May 31, 2023	S	June 30, 2023	$	16,367	$	9.28	1,763,641
May 31, 2023	D	June 30, 2023	$	13,809	$	9.29	1,486,423
May 31, 2023	I	June 30, 2023	$	46,072	$	9.31	4,948,651
August 24, 2023	S	September 30, 2023	$	14,790	$	9.40	1,573,405
August 24, 2023	D	September 30, 2023	$	12,978	$	9.41	1,379,185
August 24, 2023	I	September 30, 2023	$	76,140	$	9.43	8,074,185



February 27, 2024	S	March 31, 2024	$	33,826	$	9.50	3,560,660
February 27, 2024	D	March 31, 2024	$	26,354	$	9.51	2,771,164
February 27, 2024	I	March 31, 2024	$	81,994	$	9.53	8,603,765
May 24, 2024	S	June 28, 2024	$	50,529	$	9.53	5,302,035
May 24, 2024	D	June 28, 2024	$	3,558	$	9.55	372,544
May 24, 2024	I	June 28, 2024	$	97,737	$	9.56	10,223,527
August 30, 2024	S	September 30, 2024	$	46,534	$	9.55	4,872,698
August 30, 2024	D	September 30, 2024	$	2,153	$	9.56	225,274
August 30, 2024	I	September 30, 2024	$	102,943	$	9.57	10,756,911

Note 9. Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per common share for the following periods:


	For the Three Months Ended September 30,
	2024						2023
($ in thousands, except per share amounts)	Class S common stock		Class D common stock		Class I common stock		Class S common stock		Class D common stock		Class I common stock
Increase (decrease) in net assets resulting from operations	$	107,506	$	11,854	$	212,160	$	89,934	$	21,281	$	154,194
Weighted average shares of common stock outstanding—basic and diluted	460,330,255		47,766,793		835,954,921		266,167,781		62,982,453		456,349,592
Earnings (loss) per common share—basic and diluted	$	0.23	$	0.25	$	0.25	$	0.34	$	0.34	$	0.34

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Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)


	For the Nine Months Ended September 30,
	2024						2023
($ in thousands, except per share amounts)	Class S common stock		Class D common stock		Class I common stock		Class S common stock		Class D common stock		Class I common stock
Increase (decrease) in net assets resulting from operations	$	301,796	$	35,109	$	585,375	$	233,584	$	57,320	$	402,694
Weighted average shares of common stock outstanding—basic and diluted	410,072,703		45,110,739		734,685,992		236,530,998		58,042,790		407,774,285
Earnings (loss) per common share—basic and diluted	$	0.74	$	0.78	$	0.80	$	0.99	$	0.99	$	0.99

Note 10. Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code, and intends to operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC thereafter, the Company must, among other things, distribute to its shareholders in each taxable year generally at least 90% of the Company’s investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain tax treatment as a RIC, the Company, among other things, intends to make the requisite distributions to its shareholders, which generally relieves the Company from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company will accrue excise tax on estimated excess taxable income.

For the three and nine months ended September 30, 2024, the Company recorded an expense for U.S. federal excise tax of $2.2 million and $5.5 million, respectively. For the three and nine months ended September 30, 2023, the Company recorded an expense for U.S. federal excise tax of $1.0 million and $2.5 million, respectively.

Taxable Subsidiaries

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and nine months ended September 30, 2024, the Company recorded a net tax expense/(benefit) of approximately $923 thousand and $913 thousand, respectively for taxable subsidiaries. For the three and nine months ended September 30, 2023, the Company recorded a net tax benefit of approximately $1 thousand and $3 thousand, respectively for taxable subsidiaries.

The Company recorded net deferred tax liability of $915 thousand and net deferred tax asset of $2 thousand as of September 30, 2024 and September 30, 2023, respectively, for taxable subsidiaries, which is primarily related to GAAP to tax outside basis differences in the taxable subsidiaries’ investment in certain partnership interests.

139

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Note 11. Financial Highlights

The following are the financial highlights for a common share outstanding during the following periods:


	For the Nine Months Ended September 30,
	2024									2023
($ in thousands, except share and per share amounts)	Class S common stock			Class D common stock			Class I common stock			Class S common stock			Class D common stock			Class I common stock
Per share data:
Net asset value, at beginning of period	$	9.48		$	9.49		$	9.50		$	9.06		$	9.07		$	9.08
Results of operations:
Net investment income (loss)(1)	0.78			0.82			0.84			0.78			0.82			0.84
Net realized and unrealized gain (loss)(2)	(0.04)			(0.04)			(0.04)			0.17			0.17			0.18
Net increase (decrease) in net assets resulting from operations	$	0.74		$	0.78		$	0.80		$	0.95		$	0.99		$	1.02
Shareholder distributions:
Distributions from net investment income(3)	(0.67)			(0.71)			(0.73)			(0.61)			(0.65)			(0.67)


Net decrease in net assets from shareholders’ distributions	$	(0.67)		$	(0.71)		$	(0.73)		$	(0.61)		$	(0.65)		$	(0.67)
Total increase (decrease) in net assets	0.07			0.07			0.07			0.34			0.34			0.35
Net asset value, at end of period	$	9.55		$	9.56		$	9.57		$	9.40		$	9.41		$	9.43

Total return(4)	8.0		%	8.5		%	8.7		%	8.6		%	9.1		%	9.4		%

Ratios
Ratio of net expenses to average net assets(5)(6)	10.9		%	10.3		%	10.0		%	11.1		%	10.6		%	10.3		%
Ratio of net investment income to average net assets(6)	11.3		%	11.9		%	12.2		%	11.4		%	12.1		%	12.4		%
Portfolio turnover rate	39.4		%	39.4		%	39.4		%	3.7		%	3.7		%	3.7		%

Supplemental Data
Weighted-average shares outstanding	410,072,703			45,110,739			734,685,992			236,530,998			58,042,790			407,774,285
Shares outstanding, end of period	472,776,935			48,636,240			860,780,379			277,661,749			63,961,682			471,968,302
Net assets, end of period	$	4,512,972		$	464,824		$	8,239,285		$	2,610,435		$	602,053		$	4,449,480

(1)The per share data was derived using the weighted average shares outstanding during the period.

(2)The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.

(3)The per share data was derived using actual shares outstanding at the date of the relevant transaction.

(4)Total return is not annualized. An investment in the Company is subject to maximum upfront sales load of 3.5% and 1.5% for Class S and Class D common stock, respectively, of the offering price, which will reduce the amount of capital available for investment. Class I common stock is not subject to upfront sales load. Total return displayed is net of all fees, including all operating expenses such as management fees, incentive fees, general and administrative expenses, organization and

140

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

amortized offering expenses, and interest expenses. Total return is calculated as the change in net asset value (“NAV”) per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share (which for the purposes of this calculation is equal to the net offering price in effect at that time).

(5)Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to continue expense support, and other unpredictable variables. For the nine months ended September 30, 2024, the total operating expenses to average net assets were 10.9%, 10.3% and 10.0%, for Class S, Class D, and Class I common stock, respectively, prior to management fee waivers, expense support provided by the Adviser, and expense recoupment paid to the Adviser, if any. For the nine months ended September 30, 2023, the total operating expenses to average net assets were 11.1%, 10.6% and 10.3%, for Class S, Class D, and Class I common stock, respectively, prior to management fee waivers, expense support provided by the Adviser, and expense recoupment paid to the Adviser, if any. Past performance is not a guarantee of future results.

(6)The ratio reflects an annualized amount, except in the case of non-recurring expenses and offering expenses.

141

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Note 12. Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:

Core Income Funding V Amendment

On October 16, 2024, Core Income Funding V entered into the Second Amendment to SPV Asset Facility V in order to, among other things, (i) increase the financing limit under the SPV Asset Facility V from $300.0 million to $500.0 million, (ii) amends the Commitment Reduction Fee, (iii) amends the Applicable Margin from 2.70% to a range of 1.60% to 2.05% depending on the composition of the collateral, (iv) amends the Non-Usage Fee to a range of 0.50% to 1.25%, subject to minimum utilization during the Reinvestment Period, (v) extends the end of the reinvestment period from March 9, 2026 to October 15, 2027, and (vi) extends the maturity date from March 9, 2028 to October 16, 2029.

CLO XIX

On October 29, 2024, the Company completed a $401.3 million term debt securitization transaction by the Company’s consolidated subsidiary, Owl Rock CLO XIX, LLC (the “CLO XIX Issuer”). As part of the transaction, the CLO XIX Issuer (x) issued the following classes of notes: (i) $153.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 1.65% and (ii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 1.90% and (y) borrowed (i) $50.0 million under floating rate Class A-1L-1 loans which bear interest at three-month term SOFR plus 1.65% and (ii) $25 million under floating rate Class A-1L-2 loans which bear interest at three-month term SOFR plus 1.65%. The CLO XIX Issuer also issued approximately $141.3 million of subordinated securities, in the form of 141,300 preferred shares at an issue price of U.S.$1,000 per share held by the Company. All classes of notes and loans are scheduled to mature on the payment date in July 2036.

Revolving Credit Facility Amendment

On October 18, 2024, the parties to the Revolving Credit Facility entered into an amendment to, among other things, (i) extend the revolver availability period from November 2027 to October 2028, (ii) extend the scheduled maturity date from November 2028 to October 2029, (iii) increase the total facility amount from $2.12 billion to $2.95 billion, (iv) increase the accordion provision to permit increases to a total facility amount of up to $4.60 billion, (v) reduce the fee from 0.375% to 0.350% on undrawn amounts under the Revolving Credit Facility, (vi) reduce the applicable margin (a) with respect to amounts drawn under the Revolving Credit Facility in U.S. dollars bearing interest at the alternative base rate, from 1.00% to 0.875% per annum, (b) with respect to amounts drawn under the Revolving Credit Facility in U.S. dollars bearing interest at term SOFR, from 2.00% to 1.875% per annum, and (c) with respect to amounts drawn under the Revolving Credit Facility in other permitted currencies, from 2.00% to 1.875% per annum and (vii) reset the minimum shareholders’ equity test.

Revolving Credit Facility Commitment Increase

On October 25, 2024, the revolving credit facility under the Revolving Credit Facility increased from $2.80 billion to $2.95 billion, after which the Revolving Credit Facility provides for, on an aggregated basis, a total of outstanding term loans and revolving credit facility commitments in the principal amount of $3.10 billion.

Core Income Funding VII Amendment

On October 18, 2024, Core Income Funding VII entered into Amendment No. 1 to SPV Asset Facility VII in order to, among other things, (i) increase the financing limit under the SPV Asset Facility VII from $300.0 million to $500.0 million, (ii) amend the applicable margin from a range of 1.60% to 2.37%, to a range of 1.60% to 2.10% depending on the composition of the collateral.

Australian Debt Issuance Program

On October 21, 2024, the Company issued A$450.0 million aggregate principal amount of 6.500% notes due October 23, 2027 (the “AUD 2027 Notes”), pursuant to Regulation S under the Securities Act. The AUD 2027 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. In connection with the issuance of the AUD 2027 Notes, the Company entered into bilateral interest rate swaps, for a notional amount of A$450.0 million (of which A$379.0 million was a cross-currency swap). The Company received fixed rate interest of 6.50% and paid variable rate interest based on one-month SOFR plus 2.67%.

142

Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued

(Unaudited)

Equity Raise

As of November 7, 2024, the Company issued 489,932,994 shares of Class S common stock, 88,112,810 shares of Class D common stock, and 886,349,789 shares of Class I common stock and have raised total gross proceeds of $4.61 billion, $0.82 billion, and $8.29 billion, respectively, including seed capital of $1,000 contributed by our Adviser in September 2020 and approximately $25.0 million in gross proceeds raised from an entity affiliated with the Adviser. In addition, we received $433.5 million in gross subscription payments which we accepted on November 1, 2024 and which is pending our determination of the net asset value per share applicable to such purchase.

Dividend

On November 5, 2024, the Company’s Board declared a distribution of (i) $0.070100 per share, payable on or before December 31, 2024 to shareholders of record as of November 29, 2024, (ii) $0.070100 per share, payable on or before January 31, 2025 to shareholders of record as of December 31, 2024, and (iii) $0.070100 per share, payable on or before February 28, 2025 to shareholders of record as of January 31, 2025 and (iv) a special distribution of $0.032700 per share, payable on or before January 31, 2025 to shareholders of record as of December 31, 2024.

143

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

The information contained in this section should be read in conjunction with “ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Blue Owl Credit Income Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in our Form 10-K for the year ended December 31, 2023 in “ITEM 1A. RISK FACTORS.” This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 1 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

Blue Owl Credit Income Corp. (the “Company”, “we”, “us”, or “our”) is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the 1940 Act. Formed as a Maryland corporation on April 22, 2020, we are externally managed by Blue Owl Credit Advisors LLC (the “Adviser”) which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. The Adviser is registered as an investment adviser with the Securities and Exchange Commission (“SEC”). We have elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and we intend to operate in a manner so as to qualify for the tax treatment applicable to RICs. On October 23, 2020, we formed a wholly-owned subsidiary, OR Lending IC LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending IC LLC makes loans to borrowers headquartered in California. From time to time we may form wholly-owned subsidiaries to facilitate the normal course of business.

We are managed by our Adviser. Our Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform (“Credit”), which focuses on direct lending. Our Adviser is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Subject to the overall supervision of our Board, our Adviser manages our day-to-day operations, and provides investment advisory and management services, to us. The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees. Our Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of investment professionals.

We have received an exemptive order that permits us to offer multiple classes of shares of common stock and to impose asset-based servicing and distribution fees and early withdrawal fees. On September 30, 2020, the Adviser purchased 100 shares of our Class I common stock at $10.00 per share, which represents the initial public offering price. The Adviser will not tender these shares for repurchase as long as the Adviser remains the investment adviser of the Company. There is no current intention for the Adviser to discontinue its role. On October 15, 2020, we received a subscription agreement, totaling $25.0 million for the purchase of Class I common shares of our common stock from an entity affiliated with the Adviser. On November 12, 2020, we commenced our initial public offering pursuant to which we offered, on a continuous basis, $2,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock, and we sold 700,000 shares pursuant to the subscription agreement with an entity affiliated with the Adviser and met the minimum offering requirement for our continuous public offering. The purchase price of these shares sold in the private placement was $10.00 per share. As of March 31, 2021, we had called all of the $25.0 million commitment from an entity affiliated with the Adviser. On February 14, 2022, we commenced our follow-on offering, on a continuous basis, pursuant to which we are currently offering of up to $13,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. The share classes have different upfront selling commissions and ongoing servicing fees. Each class of common stock will be offered through Blue Owl Securities LLC (d/b/a Blue Owl Securities) (the “Dealer Manager”). The Dealer Manager is entitled to receive upfront selling commissions of up to 3.50% of the offering price of each Class S share sold in the offering and 1.50% of the offering price of each Class D share sold. Class I shares are not subject to upfront selling commissions. Any upfront selling commissions for the Class S shares and Class D shares sold in the offering will be deducted from the purchase price. Class S, Class D and Class I shares were offered at initial purchase prices per shares of $10.35, $10.15 and $10.00, respectively. Currently, the purchase price per share for each class of common stock varies, but will not be sold at a price below our net asset value per share of such class, as determined in accordance with our share pricing policy, plus applicable upfront selling commissions. We also engage in private placements of our common stock.

Since meeting the minimum offering requirement and commencing our continuous public offering through September 30, 2024, we have issued 476,407,044 shares of Class S common stock, 87,017,672 shares of Class D common stock, and 853,464,485 shares of Class I common stock for gross proceeds, exclusive of any tender offers and shares issued pursuant to our distribution reinvestment plan, of $4.48 billion, $0.81 billion, and $7.98 billion, respectively, including $1,000 of seed capital contributed by our Adviser in September 2020, approximately $25.0 million in gross proceeds raised from an entity affiliated with the Adviser, and 50,251,978 shares of our Class I common stock issued in a private placement issued to feeder vehicles primarily created to hold our Class I shares for gross proceeds of approximately $0.47 billion. The Adviser, the entity affiliated with the Adviser, and their permitted assignees may not engage in any transaction that would result in the effective economic disposition of the Class I shares.

144

Our Adviser also serves as investment adviser to Blue Owl Capital Corporation and Blue Owl Capital Corporation II.

Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on acquiring equity stakes in and providing debt financing to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies and real estate credit. Blue Owl’s Credit platform is comprised of the Adviser, Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”) and Blue Owl Diversified Credit Advisors LLC (“ODCA” and together with the Adviser, OTCA, OTCA II, and OPFA, the “Blue Owl Credit Advisers”), which also are registered investment advisers. As of September 30, 2024, the Adviser and its affiliates had $128.44 billion of assets under management across Blue Owl’s Credit platform.

The management of our investment portfolio is the responsibility of the Adviser and the Diversified Lending Investment Committee. The Investment Team is led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser’s senior executive team and Blue Owl’s Credit platform’s investment committees. Blue Owl’s Credit platform has four investment committees each of which focuses on a specific investment strategy (Diversified Lending, Technology Lending, First Lien Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl’s Credit platform’s investment committees. In addition to Messrs. Ostrover, Lipschultz, Packer and Maged, the Diversified Lending Investment Committee is comprised of Patrick Linnemann, Meenal Mehta and Logan Nicholson. We consider the individuals on the Diversified Lending Investment Committee to be our portfolio managers. The Investment Team, under the Diversified Lending Investment Committee’s supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will monitor our portfolio companies on an ongoing basis.

The Diversified Lending Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Diversified Lending Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which investments in broadly syndicated loans may be bought and sold), structures financings and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the Diversified Lending Investment Committee. Follow-on investments in existing portfolio companies may require the Diversified Lending Investment Committee's approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Diversified Lending Investment Committee. The compensation packages of certain Diversified Lending Investment Committee members from the Adviser include various combinations of discretionary bonuses and variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.

In addition, we and the Adviser have entered into a dealer manager agreement with Blue Owl Securities and certain participating broker dealers to solicit capital.

We may be prohibited under the Investment Company Act of 1940, as amended (the “1940 Act”) from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We rely on an order for exemptive relief (as amended, the “Order”) that has been granted to our Adviser and its affiliates by the SEC to permit us to co-invest with other funds managed by our Adviser or certain affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit our Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Order permits us to continue to invest in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. The Blue Owl Credit Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities over time between us and other funds managed by our Adviser or its affiliates. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the BDCs, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the “Blue Owl Credit Clients”) and/or other funds managed by the Adviser or its affiliates that could avail themselves of exemptive relief and that have an investment objective similar to ours.

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We have elected to be regulated as a BDC under the 1940 Act and intend to elect to be taxed as a regulated investment company (“RIC”) for tax purposes under the Code. As a result, we are required to comply with various statutory and regulatory requirements, such as:

•the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act;

•source of income limitations;

•asset diversification requirements; and

•the requirement to distribute (or be treated as distributing) in each taxable year at least the sum of 90% of our investment company taxable income and tax-exempt interest for that taxable year.

Our Investment Framework

We are a Maryland corporation organized primarily to originate and make loans to, and make debt and equity investments in, U.S. middle-market companies. Our investment objective is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Since our Adviser and its affiliates began investment activities in April 2016 through September 30, 2024, our Adviser and its affiliates have originated $128.73 billion aggregate principal amount of investments, of which $124.90 billion aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates. We seek to participate in transactions sponsored by what we believe to be high-quality private equity and venture capital firms capable of providing both operational and financial resources. We seek to generate current income primarily in U.S. middle-market companies, both sponsored and non-sponsored, through direct originations of senior secured loans or originations of unsecured loans, subordinated loans or mezzanine loans, broadly syndicated loans and, to a lesser extent, investments in equity-related securities including warrants, preferred stock and similar forms of senior equity. Except for our specialty financing portfolio investments, our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder. We intend, under normal circumstances, to invest directly, or indirectly through our investments in OCIC SLF LLC (f/k/a Blue Owl Credit Income Senior Loan Fund) (“OCIC SLF”) and Blue Owl Credit SLF LLC (“Credit SLF”) or any similarly situated companies, at least 80% of the value of our total assets in credit investments. We define “credit” to mean debt investments made in exchange for regular interest payments.

We define “middle-market companies” generally to mean companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $10 million and $250 million annually and/or annual revenue of $50 million to $2.50 billion at the time of investment, although we may on occasion invest in smaller or larger companies if an opportunity presents itself. We generally seek to invest in upper middle-market companies with a loan-to-value ratio (the amount of outstanding debt as a percentage of the value of the company) of 50% or below.

We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities, including publicly traded debt instruments, which we may hold directly or through special purposes vehicles. These investments may include high-yield bonds, which are often referred to as “junk bonds”, and broadly syndicated loans. In addition, we may invest a portion of our portfolio in opportunistic investments and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than those of middle-market companies, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.

Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. Generally, the loans in which we expect to invest will have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, to a lesser extent, we may invest in “covenant- lite” loans. We use the term “covenant-lite” to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

We target portfolio companies where we can structure larger transactions that comprise 1-2% of our portfolio (with no individual portfolio company generally expected to comprise greater than 5% of our portfolio). As of September 30, 2024, our average

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investment size in each of our portfolio companies was approximately $71.1 million based on fair value. As of September 30, 2024, excluding the investment in OCIC SLF, Credit SLF and certain investments that fall outside our typical borrower profile, our portfolio companies representing 91.3% of our total debt portfolio based on fair value, had weighted average annual revenue of $1.09 billion, weighted average annual EBITDA of $266.5 million, an average interest coverage of 1.8x and an average net loan-to-value of 38.7%.

The companies in which we invest use our capital primarily to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “junk”.

Key Components of Our Results of Operations

Investments

We focus primarily on the direct origination of loans to middle-market companies domiciled in the United States.

Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.

Revenues

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Our debt investments typically have a term of three to ten years. As of September 30, 2024, 98.0% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors in certain cases. Interest on our debt investments is generally payable either monthly or quarterly.

Our investment portfolio consists of floating rate loans, and our credit facility bears interest at a floating rate. Macro trends in base interest rates like SOFR and any other alternative reference rates may affect our net investment income over the long term. However, because we generally originate loans to a small number of portfolio companies each quarter, and those investments vary in size, our results in any given period, including the interest rate on investments that were sold or repaid in a period compared to the interest rate of new investments made during that period, often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macro trends. Generally, because our portfolio consists primarily of floating rate loans, we expect our earnings to benefit from a prolonged higher rate environment.

Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts under U.S. generally accepted accounting principles (“U.S. GAAP”) as interest income using the effective yield method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. We record prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees.

Dividend income on equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.

Our portfolio activity also reflects the proceeds from sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the Consolidated Statements of Operations.

Expenses

Our primary operating expenses include the payment of the management fee, performance based incentive fee, expenses reimbursable under the Administration Agreement and Investment Advisory Agreement, legal and professional fees, interest and other

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debt expenses and other operating expenses. The management fee and performance based incentive fee compensate our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments.

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, are provided and paid for by the Adviser. We bear our allocable portion of the compensation paid by the Adviser (or its affiliates) to our Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs). We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Administration Agreement; and (iii) all other expenses of our operations and transactions including, without limitation, those relating to:

•expenses deemed to be “organization and offering expenses” for purposes of FINRA Conduct Rule 2310(a)(12) (exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of our stock);

•the cost of corporate and organizational expenses relating to offerings of shares of our common stock;

•the cost of calculating our net asset value, including the cost of any third-party valuation services;

•the cost of effecting any sales and repurchases of our common stock and other securities;

•fees and expenses payable under any dealer manager agreements, if any;

•debt service and other costs of borrowings or other financing arrangements;

•costs of hedging;

•expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;

•escrow agent, transfer agent and custodial fees and expenses;

•fees and expenses associated with marketing efforts;

•federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;

•federal, state and local taxes;

•independent directors’ fees and expenses, including certain travel expenses;

•costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing;

•the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs);

•the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;

•commissions and other compensation payable to brokers or dealers;

•research and market data;

•fidelity bond, directors’ and officers’ errors and omissions liability insurance and other insurance premiums;

•direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

•fees and expenses associated with independent audits, outside legal and consulting costs;

•costs of winding up;

•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;

•extraordinary expenses (such as litigation or indemnification); and

•costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.

We expect, but cannot assure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.

Expense Support and Conditional Reimbursement Agreement

On September 30, 2020, we entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, the purpose of which was to ensure that no portion of our distributions to shareholders represented a return of capital for tax purposes. The Expense Support Agreement became effective as of November 12, 2020, the date that the Company met the minimum offering requirement and was terminated by the Adviser on March 7, 2023.

On a quarterly basis, the Adviser reimbursed us for “Operating Expenses” (as defined below) in an amount equal to the excess of our cumulative distributions paid to our shareholders in each quarter over “Available Operating Funds” (as defined below) received by

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us on account of our investment portfolio during such quarter. Any payments that the Adviser was required to make pursuant to the preceding sentence are referred to herein as an “Expense Payment”.

Under the Expense Support Agreement, “Operating Expenses” was defined as all of our operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. “Available Operating Funds” was defined as the sum of (i) our estimated investment company taxable income (including realized net short-term capital gains reduced by realized net long-term capital losses), (ii) our realized net capital gains (including the excess of realized net long-term capital gains over realized net short-term capital losses) and (iii) dividends and other distributions paid to us on account of preferred and common equity investments in portfolio companies, if any (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Adviser’s obligation to make Expense Payments under the Expense Support Agreement automatically became a liability of the Adviser and the right to such Expense Payment was an asset of ours on the last business day of the applicable quarter. The Expense Payment for any quarter was be paid by the Adviser to us in any combination of cash or other immediately available funds, and/or offset against amounts due from us to the Adviser no later than the earlier of (i) the date on which we close our books for such quarter, or (ii) forty-five days after the end of such quarter.

Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by us in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), we are required to pay such Excess Operating Funds, or a portion thereof, in accordance with the stipulations below, as applicable, to the Adviser, until such time as all Expense Payments made by the Adviser to us within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by us are referred to as a “Reimbursement Payment”.

The amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to us within three years prior to the last business day of such quarter that have not been previously reimbursed by us to the Adviser. The payment will be reduced to the extent that such Reimbursement Payments, together with all other Reimbursement Payments paid during the fiscal year, would cause Other Operating Expenses defined as our total Operating Expenses, excluding base management fees, incentive fees, organization and offering expenses, distribution and shareholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses on an annualized basis and net of any Expense Payments received by us during the fiscal year to exceed the lesser of: (i) 1.75% of our average net assets attributable to the shares of our common stock for the fiscal year-to-date period after taking such Expense Payments into account; and (ii) the percentage of our average net assets attributable to shares of our common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year).

No Reimbursement Payment for any quarter will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by us at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) our “Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by our net assets.

The specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. We or the Adviser will be able to terminate the Expense Support Agreement at any time, with or without notice. The Expense Support Agreement will automatically terminate in the event of (a) the termination of the Investment Advisory Agreement, or (b) a determination by our Board to dissolve or liquidate the Company. Upon termination of the Expense Support Agreement, we will be required to fund any Expense Payments that have not been reimbursed by us to the Adviser. As of September 30, 2024, the amount of Expense Support payments provided by our Adviser since inception is $9.4 million.

Our obligation to make Reimbursement Payments, subject to the conditions above, survives the termination of the Expense Support Agreement. There are no Reimbursement Payments conditionally due from the Company to the Adviser.

Reimbursement of Administrative Services

We will reimburse our Adviser for the administrative expenses necessary for its performance of services to us. However, such reimbursement will be made at an amount equal to the lower of our Adviser’s actual costs or the amount that we would be required to

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pay for comparable administrative services in the same geographic location. Also, such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We will not reimburse our Adviser for any services for which it receives a separate fee, for example rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of our Adviser.

Leverage

The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. On September 30, 2020, we received shareholder approval that allowed us to reduce our asset coverage ratio to 150% effective October 1, 2020. and in connection with their subscription agreements, our investors are required to acknowledge our ability to operate with an asset coverage ratio that may be as low as 150%. As a result, we generally will be permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to 150% immediately after each such issuance. This reduced asset coverage ratio permits us to double the amount of leverage we can incur. For example, under a 150% asset coverage ratio we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio we may only borrow $1 for investment purposes for every $1 of investor equity.

In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time subject to the limits of the 1940 Act. In addition, we may dedicate assets to financing facilities.

Potential Market Trends

We believe the middle-market lending environment provides opportunities for us to meet our goal of making investments that generate attractive risk-adjusted returns based on a combination of the following factors.

Limited Availability of Capital for Middle Market Companies. The middle-market is a large addressable market. According to GE Capital’s National Center for the Middle Market Mid-Year 2024 Middle Market Indicator, there are approximately 200,000 U.S. middle-market companies, which have approximately 48 million aggregate employees. Moreover, the U.S. middle-market accounts for one-third of private sector gross domestic product (“GDP”). GE defines U.S. middle-market companies as those between $10 million and $1.00 billion in annual revenue, which we believe has significant overlap with our definition of U.S. middle-market companies. We believe U.S. middle-market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. We believe that regulatory and structural factors, industry consolidation and general risk aversion, limit the amount of traditional financing available to U.S. middle-market companies. We believe that many commercial and investment banks have, in recent years, de-emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans and high yield securities for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We also believe that there are a lack of market participants that are willing to hold meaningful amounts of certain middle-market loans. As a result, we believe our ability to minimize syndication risk for a company seeking financing by being able to hold its loans without having to syndicate them, coupled with reduced capacity of traditional lenders to serve the middle-market, present an attractive opportunity to invest in middle-market companies.

Capital Markets Have Been Unable to Fill the Void in U.S. Middle Market Finance Left by Banks. Access to underwritten bond and syndicated loan markets is challenging for middle-market companies due to loan size and liquidity. For example, high yield bonds are generally purchased by institutional investors, such as mutual funds and exchange traded funds (“ETFs”), who among other things, are focused on the liquidity characteristics of the bond being issued in order to fund investor redemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondary market for bonds is an important consideration in these entities’ initial investment decision.

Syndicated loans arranged through a bank are done either on a “best efforts” basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as “flex”, to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Furthermore, banks are generally reluctant to underwrite middle-market loans because the arrangement fees they may earn on the placement of the debt generally are not sufficient to meet the banks’ return hurdles. Loans provided by companies such as ours provide certainty to issuers in that we have a more stable capital base and have the ability to invest in illiquid assets, and we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks may require when acting on an agency basis. In addition, our Adviser has teams focused on both liquid credit and private credit and these teams are able to collaborate with respect to syndicated loans.

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Secular Trends Supporting Growth for Private Credit. We believe that periods of market volatility, such as the current period of market volatility caused, in part, by uncertainty regarding inflation and interest rates, and current geopolitical conditions, have accentuated the advantages of private credit. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. We believe the opportunity set for private credit will continue to expand even as the public loan markets remain open. Financial sponsors and companies today are familiar with direct lending and have seen firsthand the strong value proposition that a private solution can offer. Scale, certainty of execution and flexibility all provide borrowers with a compelling alternative to the syndicated and high yield markets. Based on our experience, there is an emerging trend where higher quality credits that have traditionally been issuers in the syndicated and high yield markets are increasingly seeking private solutions independent of credit market conditions. In our view, this is supported by financial sponsors wanting to work with collaborative financing partners that have scale and breadth of capabilities. We believe the large amount of uninvested capital held by funds of private equity firms broadly, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $2.7 trillion as of December 31, 2023, will continue to drive deal activity. We expect that private equity sponsors will continue to pursue acquisitions and leverage their equity investments with secured loans provided by companies such as us.

Attractive Investment Dynamics. An imbalance between the supply of, and demand for, middle-market debt capital creates attractive pricing dynamics. We believe the directly negotiated nature of middle-market financings also generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender-protective change of control provisions. Additionally, we believe BDC managers’ expertise in credit selection and ability to manage through credit cycles has generally resulted in BDCs experiencing lower loss rates than U.S. commercial banks through credit cycles. Further, we believe that historical middle-market default rates have been lower, and recovery rates have been higher, as compared to the larger market capitalization, broadly distributed market, leading to lower cumulative losses.

Conservative Capital Structures. Following the global credit crisis, which we define broadly as occurring between mid-2007 and mid- 2009, lenders have generally required borrowers to maintain more equity as a percentage of their total capitalization, specifically to protect lenders during economic downturns. With more conservative capital structures, U.S. middle-market companies have exhibited higher levels of cash flows available to service their debt. In addition, U.S. middle-market companies often are characterized by simpler capital structures than larger borrowers, which facilitates a streamlined underwriting process and, when necessary, restructuring process.

Attractive Opportunities in Investments in Loans. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities. We believe that opportunities in senior secured loans are significant because of the floating rate structure of most senior secured debt issuances and because of the strong defensive characteristics of these types of investments. We believe that debt issues with floating interest rates offer a superior return profile as compared with fixed-rate investments, since floating rate structures are generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rate environment. Senior secured debt also provides strong defensive characteristics. Senior secured debt has priority in payment among an issuer’s security holders whereby holders are due to receive payment before junior creditors and equity holders. Further, these investments are secured by the issuer’s assets, which may provide protection in the event of a default.

Portfolio and Investment Activity

As of September 30, 2024, based on fair value, our portfolio consisted of 89.4% first lien senior secured debt investments (of which 37.5% we consider to be unitranche debt investments (including “last-out” portions of such loans)), 3.5% second-lien senior secured debt investments, 1.8% unsecured debt investments, 1.3% joint ventures, 1.8% preferred equity investments, and 2.2% common equity investments.

As of September 30, 2024, our weighted average total yield of the portfolio at fair value and amortized cost was 10.5% and 10.5%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 10.7% and 10.7%, respectively. Refer to our weighted average yields and interest rates table for more information on our calculation of weighted average yields. As of September 30, 2024, the weighted average spread of total debt investments was 5.4%.

As of September 30, 2024 we had investments in 349 portfolio companies with an aggregate fair value of $24.83 billion. As of September 30, 2024, we had net leverage of 0.86x debt-to-equity and we target net leverage of 0.90x-1.25x debt-to-equity.

In the current lending environment, public loan markets have remained active while merger and acquisition activity remains below historical levels; however, our platform continues to find attractive investment opportunities for deployment, predominantly in first lien originations. In addition, a large portion of our originations across the platform this quarter were deployed into existing borrowers as part of add-on transactions.

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The credit quality of our portfolio has been consistent. We continue to focus on investing in recession resistant industries that we are familiar with, including service-oriented sectors such as software, insurance, food and beverage and healthcare, all of which serve diversified and durable end markets. Blue Owl serves as the administrative agent on many of our investments and the majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. Our borrowers have a weighted average EBITDA of $266.5 million and we believe this scale contributes to the durability of our borrowers and their ability to adapt to different economic environments. In addition, Blue Owl continues to invest in, and is often the lead lender or administrative agent on, transactions in excess of $1.00 billion in size, which gives us the ability to structure the terms of such deals to maximize deal economics and credit protection.

Many of the companies in which we invest are continuing to see modest growth in both revenues and EBITDA. However, in the event of further geopolitical, economic and financial market instability in the U.S. and elsewhere, it is possible that the results of some of the middle-market companies similar to those in which we invest could be challenged. While we are not seeing signs of an overall, broad deterioration in our results or those of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.

We also continue to invest in OCIC SLF, Credit SLF and in specialty financing portfolio companies, including Fifth Season Investments LLC (“Fifth Season”), LSI Financing DAC 1 (“LSI Financing”), and AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) and have seen a meaningful increase in the value of some of these strategic equity positions. In the future we may invest through additional specialty finance portfolio companies, joint ventures, partnerships or other special purpose vehicles. See “Specialty Financing Portfolio Companies.” These companies may use our capital to support acquisitions which could continue to lead to increased dividend income across well-diversified underlying portfolios.

Our investment activity for the following periods is presented below (information presented herein is at par value unless otherwise indicated):


	For the Three Months Ended September 30,
($ in thousands)	2024			2023
New investment commitments
Gross originations	$	4,757,262		$	1,827,171
Less: Sell downs	—			(19,944)
Total new investment commitments	$	4,757,262		$	1,807,227
Principal amount of investments funded:
First-lien senior secured debt investments	$	4,037,954		$	1,491,719
Second-lien senior secured debt investments	11,250			35,000
Unsecured debt investments	—			—
Joint ventures	19,469			35,000
Preferred equity investments	549			—
Common equity investments	13,318			37,266
Total principal amount of investments funded	$	4,082,540		$	1,598,985
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(1,470,877)		$	(251,695)
Second-lien senior secured debt investments	(126,185)			(60,539)
Unsecured debt investments	—			—
Joint ventures	—			—
Preferred equity investments	(43,956)			(11,584)
Common equity investments	(1,882)			—
Total principal amount of investments sold or repaid	$	(1,642,900)		$	(323,818)
Number of new investment commitments in new portfolio companies(1)	22			23
Average new investment commitment amount in new portfolio companies	94,888			31,950
Weighted average term for new investment commitments (in years)	6.7			5.5
Percentage of new debt investment commitments at floating rates	100.0		%	97.9		%
Percentage of new debt investment commitments at fixed rates	—		%	2.1		%

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	For the Three Months Ended September 30,
($ in thousands)	2024		2023
Weighted average interest rate of new debt investment commitments(2)(3)	9.3	%	11.2	%
Weighted average spread over applicable base rate of new floating rate debt investment commitments	4.7	%	5.8	%

(1)Number of new investment commitments represents commitments to a particular portfolio company.

(2)For the three months ended September 30, 2024, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 4.59% as of September 30, 2024.

(3)For the three months ended September 30, 2023, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 5.40% as of September 30, 2023.

Investments at fair value and amortized cost consisted of the below as of the following periods:


	September 30, 2024					December 31, 2023
($ in thousands)	Amortized Cost		Fair Value			Amortized Cost		Fair Value
First-lien senior secured debt investments(1)	$	22,166,576	$	22,190,779	(5)	$	13,742,305	$	13,788,717	(6)
Second-lien senior secured debt investments	901,260		863,470			1,199,591		1,184,755
Unsecured debt investments	435,337		441,852			242,352		244,661
Preferred equity investments(2)	432,547		441,815			709,751		721,545
Common equity investments(3)	510,936		572,746			416,011		448,974
Joint ventures(4)	324,659		319,417			261,433		273,441
Total Investments	$	24,771,315	$	24,830,079		$	16,571,443	$	16,662,093

(1)Includes debt investment in Amergin AssetCo.

(2)Includes equity investments in LSI Financing.

(3)Includes equity investments in Amergin AssetCo and Fifth Season.

(4)Includes equity investments in OCIC SLF and Credit SLF.

(5)37.5% of which we consider unitranche loans.

(6)44.6% of which we consider unitranche loans.

The table below describes investments by industry composition based on fair value as of the following periods:


	September 30, 2024		December 31, 2023
Advertising and media	2.6	%	1.9	%
Aerospace and defense	0.4		0.5
Asset based lending and fund finance(1)	1.2		1.7
Automotive services(2)	0.8		0.7
Automotive aftermarket(2)	0.1		0.2
Buildings and real estate	2.7		3.6
Business services	5.9		5.5
Chemicals	2.7		1.6
Consumer products	1.6		2.0
Containers and packaging	2.7		3.2
Distribution	2.5		3.0
Education	0.6		0.8
Energy equipment and services	0.4		—
Financial services	5.6		3.1
Food and beverage	5.7		5.7
Healthcare equipment and services	4.3		4.8
Healthcare providers and services	12.4		14.8
Healthcare technology	5.6		4.3
Household products	1.4		1.9

153


	September 30, 2024		December 31, 2023
Human resource support services	1.0		1.0
Infrastructure and environmental services	1.7		1.6
Insurance(3)	9.8		9.7
Internet software and services	10.9		12.8
Joint ventures(4)	1.3		1.6
Leisure and entertainment	3.1		0.8
Manufacturing	3.3		5.0
Pharmaceuticals(5)	1.1		0.5
Professional services	4.9		4.4
Specialty retail	1.9		1.9
Telecommunications	1.2		0.4
Transportation	0.6		1.0
Total	100.0	%	100.0	%

(1)Includes investment in Amergin AssetCo.

(2)This was disclosed as “Automotive” as of December 31, 2023.

(3)Includes equity investment in Fifth Season.

(4)Includes equity investment in OCIC SLF and Credit SLF.

(5)Includes equity investment in LSI Financing.

The table below describes investments by geographic composition based on fair value as of the following periods:


	September 30, 2024		December 31, 2023
United States:
Midwest	23.4	%	23.3	%
Northeast	16.5		17.7
South	32.2		31.3
West	17.7		18.5
International	10.2		9.2
Total	100.0	%	100.0	%

The table below describes the weighted average yields and interest rates of our investments at fair value as of the following periods:


	September 30, 2024		December 31, 2023
Weighted average total yield of portfolio(1)	10.5	%	11.4	%
Weighted average total yield of debt and income producing securities(1)	10.7	%	11.6	%
Weighted average interest rate of debt securities	10.3	%	11.2	%
Weighted average spread over base rate of all floating rate investments	5.3	%	5.9	%

(1)For non-stated rate income producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending fair value. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized.

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.

154

Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;

•periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

•comparisons to other companies in the portfolio company’s industry; and

•review of monthly or quarterly financial statements and financial projections for portfolio companies.

An investment will be placed on the Adviser’s credit watch list when select events occur and will only be removed from the watch list with oversight of the Diversified Lending Investment Committee and/or other Blue Owl agent. Once an investment is on the credit watch list, the Adviser works with the borrower to resolve any financial stress through amendments, waivers or other alternatives. If a borrower defaults on its payment obligations, the Adviser’s focus shifts to capital recovery. If an investment needs to be restructured, the Adviser’s workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Diversified Lending Investment Committee.

As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:


Investment Rating						Description
1						Investments rated 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;
2						Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2;
3						Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;
4						Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and
5						Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3, 4 or 5, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.

The Adviser has built out its portfolio management team to include workout experts who closely monitor our portfolio companies and who, on at least a quarterly basis, assess each portfolio company’s operational and liquidity exposure and outlook to understand and mitigate risks; and, on at least a monthly basis, evaluates existing and newly identified situations where operating results are deviating from expectations. As part of its monitoring process, the Adviser focuses on projected liquidity needs and where warranted, re-underwriting credits and evaluating downside and liquidation scenarios.

The Adviser focuses on downside protection by leveraging existing rights available under our credit documents; however, for investments that are significantly underperforming or which may need to be restructured, the Adviser’s workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Diversified Lending Investment Committee. Since inception, two of our investments have been placed on non-accrual status.

155

The following table shows the composition of our portfolio on the 1 to 5 rating scale as of the following periods:


	September 30, 2024				December 31, 2023
Investment Rating	Fair Value		Percentage		Fair Value		Percentage
($ in thousands)
1	$	1,237,211	5.0	%	$	942,463	5.7	%
2	22,663,993		91.3		15,378,993		92.2
3	917,779		3.7		329,859		2.0
4	8,544		—		—		—
5	2,552		—		10,778		0.1
Total	$	24,830,079	100.0	%	$	16,662,093	100.0	%

The following table shows the amortized cost of our performing and non-accrual debt investments as of the following periods:


	September 30, 2024				December 31, 2023
($ in thousands)	Amortized Cost		Percentage		Amortized Cost		Percentage
Performing	$	23,498,285	100.0	%	$	15,172,755	99.9	%
Non-accrual	4,888		0.0		11,493		0.1
Total	$	23,503,173	100.0	%	$	15,184,248	100.0	%

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Specialty Financing Portfolio Companies

Amergin

Amergin was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made an initial equity commitment to Amergin AssetCo on July 1, 2022. As of September 30, 2024, our commitment to Amergin AssetCo is $229.0 million, of which $146.6 million is equity and $82.4 million is debt. Our investment in Amergin is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in Amergin AssetCo.

Fifth Season Investments LLC

Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, we made an initial equity commitment to Fifth Season. As of September 30, 2024, the fair value of our investment in Fifth Season was $282.9 million. Our investment in Fifth Season is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in Fifth Season.

LSI Financing 1 DAC

LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, we made an initial equity commitment to LSI Financing. As of September 30, 2024, the fair value of our investment in LSI Financing was $94.9 million and our total commitment was $214.9 million. Our investment in LSI Financing is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC.

156

Joint Ventures

OCIC SLF LLC

OCIC SLF LLC (f/k/a Blue Owl Credit Income Senior Loan Fund LLC) (“OCIC SLF”), a Delaware limited liability company, was formed as a wholly-owned subsidiary of the Company and commenced operations on February 14, 2022. On November 2, 2022, the Company and State Teachers Retirement System of Ohio (“OSTRS” and together with the Company, the “Members” and each, a “Member”) entered into an Amended and Restated Limited Liability Company Agreement to co-manage OCIC SLF as a joint-venture. OCIC SLF’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. The Company and OSTRS have agreed to contribute $437.5 million and $62.5 million, respectively, to OCIC SLF. The Company and OSTRS have 87.5% and 12.5% economic ownership, respectively, in OCIC SLF. Except under certain circumstances, contributions to OCIC SLF cannot be redeemed. OCIC SLF is managed by a board consisting of an equal number of representatives appointed by each Member and which acts unanimously. Investment decisions must be approved unanimously by an investment committee consisting of an equal number of representative appointed by each Member.


($ in thousands)	September 30, 2024			December 31, 2023
Total senior secured debt investments(1)	$	1,684,979		$	1,157,358
Weighted average spread over base rate(1)	3.5		%	3.8		%
Number of portfolio companies	239			192
Largest funded investment to a single borrower(1)	$	16,218		$	14,420

(1)At par.


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Debt Investments
Advertising and media
Project Boost Purchaser, LLC (dba JD Power)(6)	First lien senior secured loan	SR +	3.50%	07/2031	6,276	$	6,261	$	6,271	1.8	%
						6,261		6,271		1.8	%

Aerospace and defense
Amentum Government Services Holdings LLC(6)	First lien senior secured loan	SR +	2.25%	07/2031	6,331	$	6,315	$	6,307	1.8	%

157


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
American Airlines, Inc.(5)	First lien senior secured loan	SR +	2.75%	02/2028	6,460	6,432		6,443		1.8	%
Bleriot US Bidco Inc.(6)	First lien senior secured loan	SR +	3.25%	10/2030	9,469	9,436		9,471		2.7	%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(5)	First lien senior secured loan	SR +	3.50%	08/2028	8,256	8,269		8,258		2.4	%
KBR, Inc(5)	First lien senior secured loan	SR +	2.00%	01/2031	1,878	1,878		1,875		0.5	%
Peraton Corp.(5)	First lien senior secured loan	SR +	3.75%	02/2028	13,357	13,156		12,826		3.6	%
Transdigm Inc.(6)	First lien senior secured loan	SR +	2.75%	08/2028	1,975	1,974		1,974		0.6	%
Transdigm Inc.(6)	First lien senior secured loan	SR +	2.75%	03/2030	2,358	2,358		2,357		0.7	%
Transdigm Inc.(6)	First lien senior secured loan	SR +	2.50%	02/2031	1,989	1,991		1,980		0.6	%
Transdigm Inc.(6)	First lien senior secured loan	SR +	2.50%	01/2032	2,100	2,095		2,091		0.6	%
United Airlines, Inc.(6)	First lien senior secured loan	SR +	2.75%	02/2031	1,990	1,981		1,991		0.6	%
Vertex Aerospace Services Corp. (dba V2X)(5)	First lien senior secured loan	SR +	2.75%	12/2030	4,392	4,390		4,387		1.2	%
						60,275		59,960		17.1	%
Automotive services
Belron Finance US LLC(6)	First lien senior secured loan	SR +	2.25%	04/2029	1,234	$	1,229	$	1,234	0.4	%
Mister Car Wash Holdings, Inc.(5)	First lien senior secured loan	SR +	3.00%	03/2031	4,133	4,135		4,134		1.2	%
PAI Holdco, Inc.(6)	First lien senior secured loan	SR +	3.75%	10/2027	6,511	6,161		5,949		1.7	%
Wand Newco 3, Inc. (dba Caliber )(6)	First lien senior secured loan	SR +	3.25%	01/2031	3,316	3,316		3,310		0.9	%
						14,841		14,627		4.2	%
Buildings and real estate
American Builders & Contractors Supply Co., Inc.(5)	First lien senior secured loan	SR +	1.75%	01/2031	1,013	$	1,013	$	1,013	0.3	%
American Residential Services, LLC(6)	First lien senior secured loan	SR +	3.50%	10/2027	7,595	7,579		7,599		2.2	%
ARCOSA INC(6)(8)	First lien senior secured loan	SR +	2.25%	08/2031	2,521	2,521		2,521		0.7	%
Core & Main LP(5)	First lien senior secured loan	SR +	2.25%	02/2031	4,061	4,043		4,061		1.2	%
CPG International LLC(6)	First lien senior secured loan	SR +	2.00%	09/2031	4,125	4,115		4,125		1.1	%
Cushman & Wakefield U.S. Borrower, LLC(5)	First lien senior secured loan	SR +	2.75%	08/2025	61	61		61		—	%
Cushman & Wakefield U.S. Borrower, LLC(5)	First lien senior secured loan	SR +	3.75%	01/2030	10,978	10,982		10,969		3.1	%
Dodge Construction Network LLC(6)	First lien senior secured loan	SR +	4.75%	02/2029	5,181	4,908		3,810		1.1	%
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(6)	First lien senior secured loan	SR +	2.50%	05/2030	8,888	8,878		8,866		2.5	%
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(6)	First lien senior secured loan	SR +	2.50%	08/2031	1,583	1,579		1,579		0.4	%
Greystar Real Estate Partners, LLC (dba Greystar)(5)	First lien senior secured loan	SR +	2.75%	08/2030	7,923	7,923		7,903		2.2	%
Kodiak BP LLC(6)	First lien senior secured loan	SR +	3.75%	03/2028	6,917	6,890		6,926		2.0	%
MIWD Holdco II LLC(5)	First lien senior secured loan	SR +	3.50%	03/2031	8,692	8,661		8,699		2.5	%
Quikrete Holdings, Inc.(5)	First lien senior secured loan	SR +	2.50%	04/2031	2,646	2,643		2,646		0.8	%
RealPage, Inc.(5)	First lien senior secured loan	SR +	3.00%	04/2028	13,337	12,836		12,937		3.7	%
Wrench Group LLC(6)	First lien senior secured loan	SR +	4.00%	10/2028	13,599	13,586		13,588		3.9	%
						98,218		97,303		27.7	%
Business services
Boxer Parent Company Inc. (f/k/a BMC)(6)	First lien senior secured loan	SR +	3.75%	07/2031	16,218	$	16,182	$	16,175	4.6	%
BrightView Landscapes, LLC(6)	First lien senior secured loan	SR +	2.50%	04/2029	8,519	8,505		8,498		2.4	%
Brown Group Holdings, LLC(5)	First lien senior secured loan	SR +	2.75%	07/2031	11,484	11,458		11,450		3.3	%
IDEMIA Group SAS(6)	First lien senior secured loan	SR +	4.25%	09/2028	7,958	7,987		7,973		2.3	%
Madison Safety & Flow LLC(6)	First lien senior secured loan	SR +	3.25%	09/2031	3,552	3,543		3,548		1.0	%
MKS Instruments, Inc.(5)	First lien senior secured loan	SR +	2.25%	08/2029	2,008	2,008		2,006		0.6	%
NVENT ELEC PUB LTD CO (dba Nvent Thermal LLC)(6)	First lien senior secured loan	SR +	3.50%	09/2031	8,250	8,209		8,240		2.3	%
Packers Holdings, LLC(5)	First lien senior secured loan	SR +	3.25%	03/2028	3,898	3,672		2,025		0.6	%
Plano HoldCo, Inc. (dba Perficient)(6)(8)	First lien senior secured loan	SR +	3.50%	08/2031	8,435	8,394		8,393		2.4	%
POLARIS PURCHASER, INC. (dba Plusgrade)(6)(8)	First lien senior secured loan	SR +	4.00%	03/2031	10,269	10,270		10,269		2.9	%

158


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Sitel Worldwide Corp.(5)	First lien senior secured loan	SR +	3.75%	08/2028	6,886	6,802		4,486		1.3	%
Vestis Corp(6)	First lien senior secured loan	SR +	2.25%	02/2031	2,138	2,133		2,121		0.6	%
VM Consolidated, Inc.(5)	First lien senior secured loan	SR +	2.75%	03/2028	2,093	2,093		2,095		0.6	%
XPLOR T1, LLC(6)(8)	First lien senior secured loan	SR +	4.25%	06/2031	6,750	6,733		6,784		1.9	%
						97,989		94,063		26.8	%
Chemicals
Advancion Holdings, LLC (fka Aruba Investments Holdings, LLC)(5)	First lien senior secured loan	SR +	4.75%	11/2027	7,413	$	7,241	$	7,382	2.1	%
H.B. Fuller Company(5)	First lien senior secured loan	SR +	2.00%	02/2030	990	989		990		0.3	%
Ineos US Finance LLC(5)	First lien senior secured loan	SR +	3.25%	02/2030	6,447	6,409		6,440		1.8	%
Ineos US Finance LLC(5)	First lien senior secured loan	SR +	3.75%	01/2031	7,481	7,449		7,483		2.1	%
Ineos US Petrochem LLC(5)	First lien senior secured loan	SR +	3.75%	03/2030	7,441	7,407		7,427		2.1	%
Nouryon Finance B.V.(6)	First lien senior secured loan	SR +	3.50%	04/2028	10,820	10,822		10,822		3.1	%
Potters(5)	First lien senior secured loan	SR +	3.75%	12/2027	2,987	2,997		3,000		0.9	%
Windsor Holdings III LLC(5)	First lien senior secured loan	SR +	3.50%	08/2030	11,658	11,658		11,693		3.3	%
						54,972		55,237		15.7	%
Consumer products
BEP Intermediate Holdco, LLC (dba Buyers Edge Platform)(5)(8)	First lien senior secured loan	SR +	3.75%	04/2031	5,938	$	5,909	$	5,953	1.7	%
Flexera(5)	First lien senior secured loan	SR +	3.50%	03/2028	2,939	2,948		2,939		0.8	%
						8,857		8,892		2.5	%
Containers and packaging
Anchor Packaging, LLC(5)	First lien senior secured loan	SR +	3.75%	07/2029	6,723	$	6,710	$	6,736	1.9	%
Berlin Packaging(5)	First lien senior secured loan	SR +	3.75%	06/2031	9,794	9,784		9,783		2.8	%
BW Holding, Inc.(6)	First lien senior secured loan	SR +	4.00%	12/2028	7,630	7,535		6,984		2.0	%
Charter NEX US, Inc.(5)	First lien senior secured loan	SR +	3.25%	12/2027	1,786	1,790		1,786		0.5	%
Plaze, Inc.(5)	First lien senior secured loan	SR +	3.75%	08/2026	6,806	6,677		6,308		1.7	%
Pregis Topco LLC(5)	First lien senior secured loan	SR +	4.00%	07/2026	5,953	5,936		5,958		1.7	%
ProAmpac PG Borrower LLC(6)	First lien senior secured loan	SR +	4.00%	09/2028	12,161	12,161		12,170		3.5	%
Ring Container Technologies Group, LLC(5)	First lien senior secured loan	SR +	2.75%	08/2028		7,858		7,846		2.2	%
SupplyOne, Inc.(5)	First lien senior secured loan	SR +	4.25%	04/2031	8,318	8,255		8,332		2.4	%
Tricorbraun Holdings, Inc.(5)	First lien senior secured loan	SR +	3.25%	03/2028	15,333	14,920		15,020		4.3	%
						81,626		80,923		23.0	%
Distribution
AI Aqua Merger Sub, Inc. (dba Culligan)(5)	First lien senior secured loan	SR +	3.50%	07/2028	8,030	$	8,019	$	8,018	2.3	%
Aramsco, Inc.(6)(8)(9)(10)	First lien senior secured delayed draw term loan	SR +	4.75%	10/2030	—	—		—		—	%
Aramsco, Inc.(6)(8)	First lien senior secured loan	SR +	4.75%	10/2030	8,472	8,317		7,964		2.3	%
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(5)	First lien senior secured loan	SR +	4.00%	01/2027	12,709	12,723		12,708		3.6	%
Dealer Tire Financial, LLC(5)	First lien senior secured loan	SR +	3.50%	07/2031	10,890	10,837		10,904		3.1	%
Foundation Building Materials, Inc.(6)	First lien senior secured loan	SR +	4.00%	01/2031	13,467	13,468		13,094		3.7	%
Paint Intermediate III LLC (dba Wesco Group)(6)	First lien senior secured loan	SR +	3.00%	09/2031	6,462	6,429		6,445		1.8	%
White Cap Supply Holdings, LLC(5)	First lien senior secured loan	SR +	3.25%	10/2029	15,443	15,387		15,324		4.4	%
						75,180		74,457		21.2	%
Education
Ellucian Holdings Inc. (f/k/a Sophia, L.P.)(5)	First lien senior secured loan	SR +	3.50%	10/2029	12,626	$	12,623	$	12,651	3.6	%
Renaissance Learning, Inc.(5)	First lien senior secured loan	SR +	4.25%	04/2030	12,399	12,387		12,386		3.5	%
Severin Acquisition, LLC (dba Powerschool)(6)	First lien senior secured loan	SR +	3.00%	08/2027	8,395	8,344		8,395		2.4	%
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(6)	First lien senior secured loan	SR +	4.00%	10/2030	8,598	8,569		8,643		2.5	%
					42,018	41,923		42,075		12.0	%
Energy equipment and services
AMG Advanced Metallurgical Group N.V(5)	First lien senior secured loan	SR +	3.50%	11/2028	3,404	$	3,399	$	3,395	1.0	%

159


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
AZZ Inc.(5)	First lien senior secured loan	SR +	2.50%	05/2029	11,642	11,661		11,681		3.3	%
Brookfield WEC Holdings Inc.(5)	First lien senior secured loan	SR +	2.75%	01/2031	9,690	9,660		9,684		2.8	%
Calpine Construction Finance Company(5)	First lien senior secured loan	SR +	2.00%	07/2030	4,925	4,910		4,891		1.3	%
Calpine Corporation(5)	First lien senior secured loan	SR +	2.00%	01/2031	4,881	4,872		4,863		1.4	%
Fleet U.S. Bidco Inc.(7)	First lien senior secured loan	SR +	2.75%	02/2031	10,196	10,194		10,196		2.9	%
Pike Corp.(5)	First lien senior secured loan	SR +	3.00%	01/2028	4,300	4,281		4,316		1.2	%
						48,977		49,026		13.9	%
Financial services
AllSpring Buyer(6)	First lien senior secured loan	SR +	4.00%	11/2028	10,364	$	10,335	$	10,337	3.0	%
Ascensus Holdings, Inc.(5)	First lien senior secured loan	SR +	3.50%	08/2028	2,976	2,957		2,971		0.8	%
BCPE Pequod Buyer, Inc. (dba Envestnet)(6)	First lien senior secured loan	SR +	3.50%	09/2031	10,068	10,017		10,019		2.8	%
Boost Newco Borrower, LLC (dba WorldPay)(6)	First lien senior secured loan	SR +	2.50%	01/2031	12,000	12,000		11,995		3.4	%
Chrysaor Bidco s.à r.l. (dba AlterDomus)(6)	First lien senior secured loan	SR +	3.50%	05/2031	4,112	4,112		4,126		1.2	%
Chrysaor Bidco s.à r.l. (dba AlterDomus)(6)(9)(10)	First lien senior secured delayed draw term loan	SR +	3.50%	05/2031	—	—		—		—	%
Citadel Securities, LP(5)	First lien senior secured loan	SR +	2.25%	07/2030	7,913	7,918		7,906		2.2	%
Citco Funding LLC(7)	First lien senior secured loan	SR +	2.75%	04/2028	9,312	9,291		9,359		2.7	%
Creative Planning, LLC(5)	First lien senior secured loan	SR +	2.00%	05/2031	5,937	5,922		5,906		1.7	%
Deerfield Dakota Holdings(6)	First lien senior secured loan	SR +	3.75%	04/2027	14,234	13,975		13,930		4.0	%
Focus Financial Partners, LLC(6)	First lien senior secured loan	SR +	3.25%	09/2031	8,026	8,006		8,000		2.3	%
Focus Financial Partners, LLC(9)(10)	First lien senior secured delayed draw term loan	SR +	3.25%	09/2031	—	—		—		—	%
Grant Thornton Advisors LLC(5)	First lien senior secured loan	SR +	3.25%	06/2031	4,941	4,941		4,947		1.4	%
Guggenheim Partners Investment Management Holdings, LLC(6)	First lien senior secured loan	SR +	3.25%	12/2029	4,913	4,843		4,918		1.4	%
Harbourvest Partners, L.P.(6)	First lien senior secured loan	SR +	2.25%	04/2030	2,379	2,379		2,379		0.7	%
Jane Street Group, LLC(5)	First lien senior secured loan	SR +	2.50%	01/2028	5,807	5,802		5,801		1.6	%
Janus International Group, LLC(5)	First lien senior secured loan	SR +	2.50%	08/2030	4,788	4,788		4,779		1.4	%
Kestra Advisor Services Holdings A Inc(6)	First lien senior secured loan	SR +	4.00%	03/2031	7,553	7,543		7,574		2.2	%
MARINER WEALTH ADVISORS, LLC(6)	First lien senior secured loan	SR +	3.00%	08/2028	4,679	4,682		4,679		1.3	%
NEON MAPLE US DEBT MERGERSUB Inc(6)	First lien senior secured loan	SR +	3.00%	07/2031	7,901	7,872		7,813		2.2	%
OneDigital Borrower LLC(5)	First lien senior secured loan	SR +	3.25%	07/2031	16,009	15,956		15,855		4.5	%
PUSHPAY USA INC(6)(8)	First lien senior secured loan	SR +	4.50%	08/2031	5,714	5,658		5,657		1.6	%
Saphilux S.a.r.L. (dba IQ-EQ)(6)(8)	First lien senior secured loan	SR +	3.50%	07/2028	13,448	13,454		13,481		3.8	%
Teneo Holdings LLC(5)	First lien senior secured loan	SR +	4.75%	03/2031	12,811	12,687		12,850		3.7	%
TMF Sapphire Bidco B.V.(6)	First lien senior secured loan	SR +	3.50%	05/2028	2,481	2,481		2,486		0.7	%
						177,619		177,768		50.6	%
Food and beverage
1011778 BC / NEW RED FIN (dba Restaurant Brands)(5)	First lien senior secured loan	SR +	1.75%	09/2030	4,871	$	4,877	$	4,817	1.3	%
Aspire Bakeries Holdings, LLC(5)	First lien senior secured loan	SR +	4.25%	12/2030	4,975	4,929		4,983		1.4	%
Balrog Acquisition, Inc. (dba Bakemark)(5)	First lien senior secured loan	SR +	4.00%	09/2028	10,791	10,690		10,778		3.1	%
Fiesta Purchaser, Inc. (dba Shearer's Foods)(5)	First lien senior secured loan	SR +	4.00%	02/2031	7,922	7,860		7,921		2.3	%
FRONERI US INC(6)	First lien senior secured loan	SR +	2.00%	09/2031	2,411	2,405		2,400		0.7	%
Pegasus BidCo B.V.(6)	First lien senior secured loan	SR +	3.75%	07/2029	11,700	11,704		11,700		3.3	%
Simply Good Foods USA, Inc.(5)	First lien senior secured loan	SR +	2.50%	03/2027	4,775	4,763		4,773		1.4	%
Utz Quality Foods, LLC(6)	First lien senior secured loan	SR +	2.75%	01/2028	2,888	2,888		2,887		0.8	%
Whatabrands LLC (dba Whataburger Restaurants LLC)(5)	First lien senior secured loan	SR +	2.75%	08/2028	1,486	1,486		1,483		0.4	%
						51,602		51,742		14.7	%

160


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Healthcare equipment and services
Agiliti Health(6)	First lien senior secured loan	SR +	3.00%	05/2030	4,829	$	4,794	$	4,780	1.4	%
Azalea TopCo, Inc. (dba Press Ganey)(5)	First lien senior secured loan	SR +	3.50%	04/2031	8,535	8,469		8,514		2.4	%
Confluent Medical Technologies, Inc.(6)(8)	First lien senior secured loan	SR +	3.75%	02/2029	9,590	9,483		9,614		2.7	%
Curium BidCo S.A.R.L (dba Curium Pharma)(6)	First lien senior secured loan	SR +	4.00%	07/2029	8,467	8,476		8,484		2.4	%
Dermatology Intermediate Holdings III, Inc.(5)	First lien senior secured loan	SR +	4.25%	03/2029	13,810	13,670		13,132		3.7	%
Natus Medical Incorporated(6)(8)	First lien senior secured loan	SR +	5.50%	07/2029	4,421	4,170		4,289		1.2	%
Nexstar Broadcasting, Inc.(5)	First lien senior secured loan	SR +	2.50%	09/2026	2,535	2,542		2,533		0.7	%
Resonetics, LLC(5)	First lien senior secured loan	SR +	3.75%	06/2031	11,071	11,063		11,076		3.2	%
Zest Acquisition Corp.(6)(8)	First lien senior secured loan	SR +	5.25%	02/2028	10,362	10,364		10,388		3.0	%
						73,031		72,810		20.7	%
Healthcare providers and services
CHG Healthcare Services, Inc.(5)	First lien senior secured loan	SR +	3.50%	09/2028	2,992	$	2,995	$	2,995	0.9	%
CHG PPC Parent LLC(5)	First lien senior secured loan	SR +	2.75%	12/2028	5,069	5,031		5,046		1.4	%
Concentra(5)	First lien senior secured loan	SR +	2.25%	07/2031	4,559	4,553		4,548		1.3	%
Covetrus, Inc.(6)	First lien senior secured loan	SR +	5.00%	10/2029	9,358	8,911		8,848		2.5	%
HAH Group Holding Company LLC (dba Help at Home)(5)	First lien senior secured loan	SR +	5.00%	09/2031	7,085	6,980		6,983		2.0	%
Inception Finco S.à.r.l (dba IVI RMA)(6)	First lien senior secured loan	SR +	4.50%	04/2031	5,558	5,530		5,588		1.6	%
Inizio Group Limited (dba UDG Healthcare)(6)	First lien senior secured loan	SR +	4.25%	08/2028	6,546	6,512		6,497		1.6	%
LSCS Holdings, Inc.(5)	First lien senior secured loan	SR +	4.50%	12/2028	11,281	11,105		11,244		3.2	%
Pacific Dental Services, LLC(5)	First lien senior secured loan	SR +	2.75%	03/2031	7,248	7,248		7,238		2.1	%
Pediatric Associates Holding Company, LLC(6)(8)	First lien senior secured loan	SR +	4.50%	12/2028	2,998	2,867		2,998		0.9	%
Pediatric Associates Holding Company, LLC(6)	First lien senior secured loan	SR +	3.25%	12/2028	10,712	10,318		10,402		3.0	%
Phoenix Guarantor Inc(5)	First lien senior secured loan	SR +	3.25%	02/2031	9,205	9,119		9,176		2.6	%
Phoenix Newco, Inc. (dba Parexel)(5)	First lien senior secured loan	SR +	3.00%	11/2028	8,027	8,014		8,026		2.3	%
Physician Partners, LLC(7)(8)	First lien senior secured loan	SR +	4.00%	12/2028	11,759	11,277		8,378		2.4	%
Radnet(6)	First lien senior secured loan	SR +	2.50%	04/2031	2,477	2,459		2,478		0.7	%
Select Medical Corp.(5)	First lien senior secured loan	SR +	3.00%	03/2027	532	530		534		0.2	%
Soliant Lower Intermediate, LLC (dba Soliant)(5)	First lien senior secured loan	SR +	3.75%	07/2031	8,252	8,170		8,252		2.3	%
Surgery Center Holdings, Inc.(5)	First lien senior secured loan	SR +	2.75%	12/2030	3,399	3,399		3,399		1.0	%
Team Services Group, LLC(6)	First lien senior secured loan	SR +	5.00%	12/2027	3,550	3,536		3,502		1.0	%
						118,554		116,132		33.0	%
Healthcare technology
Bracket Intermediate Holding Corp.(6)	First lien senior secured loan	SR +	5.00%	05/2028	9,761	$	9,641	$	9,796	2.8	%
Certara(5)	First lien senior secured loan	SR +	3.00%	06/2031	813	811		811		0.2	%
Cotiviti, Inc.(5)(8)	First lien senior secured loan	SR +	3.25%	05/2031	7,297	7,263		7,297		2.1	%
Ensemble RCM, LLC(6)	First lien senior secured loan	SR +	3.00%	08/2029	10,396	10,331		10,405		3.0	%
Gainwell Acquisition Corp.(6)	First lien senior secured loan	SR +	4.00%	10/2027	2,294	2,246		2,178		0.6	%
GHX Ultimate Parent Corporation (dba Global Healthcare Exchange)(6)	First lien senior secured loan	SR +	4.00%	06/2027	5,940	5,935		5,955		1.7	%
Imprivata, Inc.(6)	First lien senior secured loan	SR +	3.50%	12/2027	12,653	12,644		12,686		3.6	%
IQVIA, Inc.(6)	First lien senior secured loan	SR +	2.00%	01/2031	993	993		996		0.2	%
PointClickCare Technologies, Inc.(6)(8)	First lien senior secured loan	SR +	3.00%	12/2027	1,970	1,970		1,970		0.6	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)	First lien senior secured loan	SR +	3.50%	03/2028	6,425	6,398		6,420		1.8	%
R1 RCM Inc.(5)	First lien senior secured loan	SR +	3.00%	06/2029	6,718	6,667		6,729		1.9	%
Waystar Technologies, Inc. (F/K/A Navicure, Inc.)(5)	First lien senior secured loan	SR +	2.75%	10/2029	6,398	6,398		6,395		1.8	%
Zelis Cost Management Buyer, Inc.(5)	First lien senior secured loan	SR +	2.75%	09/2029	10,050	10,013		10,039		2.9	%
						81,310		81,677		23.2	%

161


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Household products
Samsonite International S.A.(5)	First lien senior secured loan	SR +	2.00%	06/2030	990	$	988	$	992	0.3	%
						988		992		0.3	%
Human resource support services
AQ Carver Buyer, Inc. (dba CoAdvantage)(6)(8)	First lien senior secured loan	SR +	5.50%	08/2029	7,522	$	7,481	$	7,522	2.1	%
Cast & Crew Payroll, LLC(5)	First lien senior secured loan	SR +	3.75%	12/2028	6,972	6,960		6,981		2.0	%
iSolved, Inc.(5)	First lien senior secured loan	SR +	3.50%	10/2030	9,422	9,422		9,442		2.7	%
UKG Inc. (dba Ultimate Software)(6)	First lien senior secured loan	SR +	3.25%	02/2031	10,514	10,508		10,514		3.0	%
						34,371		34,459		9.8	%
Infrastructure and environmental services
ASP ACUREN HOLDINGS, INC.(5)	First lien senior secured loan	SR +	3.50%	07/2031	3,288	$	3,288	$	3,299	1.0	%
Geosyntec Consultants, Inc.(5)(8)	First lien senior secured loan	SR +	3.75%	07/2031	9,469	9,422		9,421		2.7	%
Gulfside Supply, Inc. (dba Gulfeagle Supply)(6)	First lien senior secured loan	SR +	3.00%	06/2031	2,974	2,967		2,970		0.8	%
Madison IAQ, LLC(7)	First lien senior secured loan	SR +	2.75%	06/2028	985	980		984		0.3	%
Osmose Utilities Services, Inc.(5)	First lien senior secured loan	SR +	3.25%	06/2028	5,804	5,492		5,746		1.6	%
						22,149		22,420		6.4	%
Insurance
Acrisure, LLC(5)	First lien senior secured loan	SR +	3.25%	11/2030	12,722	$	12,712	$	12,587	3.7	%
Alliant Holdings Intermediate LLC(6)	First lien senior secured loan	SR +	3.00%	09/2031	2,354	2,349		2,341		0.7	%
Ardonagh Midco 3 PLC(7)	First lien senior secured loan	SR +	3.75%	02/2031	13,730	13,661		13,738		3.9	%
AssuredPartners, Inc.(5)	First lien senior secured loan	SR +	3.50%	02/2031	7,027	7,012		7,018		2.0	%
Broadstreet Partners, Inc.(5)	First lien senior secured loan	SR +	3.25%	06/2031	7,139	7,136		7,108		2.0	%
Hub International(6)	First lien senior secured loan	SR +	3.00%	06/2030	2,985	2,985		2,980		0.8	%
Hyperion Refinance S.à r.l (dba Howden Group)(6)	First lien senior secured loan	SR +	3.50%	04/2030	5,283	5,283		5,284		1.5	%
Hyperion Refinance S.à r.l (dba Howden Group)(5)	First lien senior secured loan	SR +	3.50%	02/2031	10,522	10,476		10,523		3.0	%
IMA Financial Group, Inc.(5)	First lien senior secured loan	SR +	3.25%	11/2028	7,173	7,155		7,160		2.0	%
Mitchell International, Inc.(5)	First lien senior secured loan	SR +	3.25%	06/2031	5,000	4,976		4,922		1.4	%
Ryan Specialty Group LLC(5)	First lien senior secured loan	SR +	2.25%	09/2031	1,843	1,838		1,838		0.5	%
Truist Insurance Holdings, LLC(6)	First lien senior secured loan	SR +	3.25%	05/2031	7,357	7,340		7,339		2.1	%
USI, Inc.(6)	First lien senior secured loan	SR +	2.75%	09/2030	7,552	7,552		7,526		2.1	%
						90,475		90,364		25.7	%
Internet software and services
Applied Systems, Inc.(6)	First lien senior secured loan	SR +	3.00%	02/2031	998	$	1,002	$	998	0.3	%
Barracuda Networks, Inc.(7)	First lien senior secured loan	SR +	4.50%	08/2029	8,439	8,169		8,190		2.3	%
Cloud Software Group, Inc.(6)	First lien senior secured loan	SR +	4.00%	03/2029	4,962	4,963		4,938		1.4	%
Cloud Software Group, Inc.(6)	First lien senior secured loan	SR +	4.50%	03/2031	8,211	8,151		8,228		2.3	%
Dayforce Inc(5)	First lien senior secured loan	SR +	2.50%	03/2031	7,665	7,648		7,646		2.2	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(7)	First lien senior secured loan	SR +	3.50%	11/2029	5,704	5,690		5,690		1.6	%
E2open, LLC(5)	First lien senior secured loan	SR +	3.50%	02/2028	8,275	8,192		8,291		2.4	%
Epicor(5)	First lien senior secured loan	SR +	3.25%	05/2031	2,071	2,069		2,072		0.6	%
Epicor(6)(9)(10)	First lien senior secured delayed draw term loan	SR +	3.25%	05/2031	—	—		—		—	%
HomeServe USA Holding Corp.(5)	First lien senior secured loan	SR +	2.25%	10/2030	3,979	3,978		3,969		1.1	%
Infinite Bidco LLC(6)	First lien senior secured loan	SR +	3.75%	03/2028	5,030	4,907		4,867		1.4	%
McAfee Corp.(5)	First lien senior secured loan	SR +	3.25%	03/2029	8,275	8,270		8,236		2.3	%
MeridianLink, Inc.(5)	First lien senior secured loan	SR +	2.75%	11/2028	4,795	4,795		4,801		1.4	%
Mitnick Corporate Purchaser, Inc.(6)	First lien senior secured loan	SR +	4.50%	05/2029	7,822	7,416		6,952		2.0	%
Project Alpha Intermediate Holding, Inc. (dba Qlik)(6)	First lien senior secured loan	SR +	3.75%	10/2030	10,945	10,945		10,963		3.1	%
Project Sky Merger Sub, Inc.(5)	First lien senior secured loan	SR +	3.75%	10/2028	8,251	8,222		8,015		2.3	%
Proofpoint, Inc.(5)	First lien senior secured loan	SR +	3.00%	08/2028	10,057	10,057		10,050		2.9	%

162


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Quartz Acquireco, LLC (dba Qualtrics)(6)	First lien senior secured loan	SR +	2.75%	06/2030	8,964	8,964		8,947		2.5	%
Sedgwick Claims Management Services, Inc.(6)	First lien senior secured loan	SR +	3.00%	07/2031	12,091	12,061		12,064		3.4	%
SONICWALL US Holdings, Inc.(6)	First lien senior secured loan	SR +	5.00%	05/2028	10,451	10,182		10,290		2.9	%
Sophos Holdings, LLC(5)	First lien senior secured loan	SR +	3.50%	03/2027	5,144	5,089		5,152		1.5	%
SS&C(5)	First lien senior secured loan	SR +	2.00%	05/2031	945	945		945		0.3	%
The Dun & Bradstreet Corporation(5)	First lien senior secured loan	SR +	2.75%	01/2029	4,006	4,006		4,001		1.1	%
UST Holdings, Ltd.(5)	First lien senior secured loan	SR +	3.50%	11/2028	13,209	13,201		13,247		3.8	%
Vertiv Group Corp.(5)	First lien senior secured loan	SR +	2.00%	03/2027	515	515		515		0.1	%
VIRTUSA CORPORATION(5)	First lien senior secured loan	SR +	3.25%	02/2029	2,371	2,371		2,369		0.7	%
VS Buyer LLC (dba Veeam Software)(5)	First lien senior secured loan	SR +	3.25%	04/2031	10,028	10,006		10,024		2.9	%
Webpros Luxembourg Sarl(5)	First lien senior secured loan	SR +	4.00%	03/2031	6,823	6,807		6,832		1.9	%
						178,621		178,292		50.7	%
Investment funds and vehicle
Finco I, LLC(6)	First lien senior secured loan	SR +	3.00%	06/2029	7,280	$	7,287	$	7,287	2.1	%
First Eagle Investments Management LLC(6)	First lien senior secured loan	SR +	3.00%	03/2029	8,710	8,606		8,623		2.5	%
Grosvenor(5)	First lien senior secured loan	SR +	2.25%	02/2030	3,959	3,959		3,957		1.1	%
						19,852		19,867		5.7	%
Leisure and entertainment
Delta 2 (Lux) SARL (dba Formula One)(6)	First lien senior secured loan	SR +	2.00%	09/2031	2,444	$	2,444	$	2,443	0.7	%
GBT US III LLC (dba Global Business Travel Group, Inc.)(6)	First lien senior secured loan	SR +	3.00%	07/2031	5,028	5,017		5,013		1.4	%
Delta 2 (Lux) SARL (dba Formula One)(9)(10)	First lien senior secured delayed draw term loan	SR +	2.00%	09/2031	—	—		—		—	%
Pretzel Parent, Inc.(6)(8)	First lien senior secured loan	SR +	4.75%	08/2031	4,500	4,432		4,432		1.3	%
						11,893		11,888		3.4	%
Manufacturing
ALLIANCE LAUNDRY SYSTEMS LLC(5)	First lien senior secured loan	SR +	3.50%	08/2031	10,254	$	10,203	$	10,261	2.9	%
Altar Bidco, Inc.(6)	First lien senior secured loan	SR +	3.10%	02/2029	4,679	4,515		4,680		1.3	%
Chariot Buyer LLC (dba Chamberlain Group)(5)	First lien senior secured loan	SR +	3.50%	11/2028	4,075	4,069		4,063		1.2	%
Columbus McKinnon Corp.(6)	First lien senior secured loan	SR +	2.50%	05/2028	416	416		417		0.1	%
DXP Enterprises, Inc.(7)	First lien senior secured loan	SR +	4.75%	10/2030	12,624	12,500		12,630		3.6	%
Engineered Machinery Holdings, Inc. (dba Duravant)(6)	First lien senior secured loan	SR +	3.75%	05/2028	11,450	11,379		11,478		3.3	%
Filtration Group Corporation(5)	First lien senior secured loan	SR +	3.50%	10/2028	5,691	5,683		5,689		1.6	%
Gates Global LLC(5)	First lien senior secured loan	SR +	2.25%	11/2029	1,970	1,947		1,971		0.6	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(5)	First lien senior secured loan	SR +	4.00%	12/2027	2,992	2,985		2,979		0.8	%
Pro Mach Group, Inc.(5)	First lien senior secured loan	SR +	3.50%	08/2028	13,594	13,604		13,631		3.9	%
Refficiency Holdings, LLC (dba Legence)(5)	First lien senior secured loan	SR +	3.50%	12/2027	11,686	11,659		11,711		3.3	%
STS Operating, Inc.(5)	First lien senior secured loan	SR +	4.00%	03/2031	10,521	10,476		10,442		3.0	%
Watlow Electric Manufacturing Company(6)	First lien senior secured loan	SR +	3.75%	03/2028	11,540	11,552		11,567		3.3	%
Zekelman Industries Inc. (dba Zekelman Industries)(5)	First lien senior secured loan	SR +	2.25%	01/2031	6,683	6,668		6,689		1.9	%
						107,656		108,208		30.8	%
Pharmaceuticals
Fortrea Holdings Inc.(7)	First lien senior secured loan	SR +	3.75%	07/2030	5,191	$	5,207	$	5,179	1.5	%
						5,207		5,179		1.5	%
Professional services
Apex Group Treasury LLC(7)	First lien senior secured loan	SR +	3.75%	07/2028	4,850	$	4,715	$	4,850	1.4	%
Apex Group Treasury LLC(7)	First lien senior secured loan	SR +	4.00%	07/2028	7,177	7,178		7,187		2.0	%

163


OCIC SLF LLC’s Portfolio as of September 30, 2024 (Amounts in thousands) (Unaudited)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Arsenal AIC Parent, LLC (dba Arconic)(5)	First lien senior secured loan	SR +	3.25%	08/2030	7,184	7,184		7,170		2.0	%
Camelot U.S. Acquisition 1 Co.(5)	First lien senior secured loan	SR +	2.75%	01/2031	3,683	3,675		3,676		1.0	%
Corporation Service Company(5)	First lien senior secured loan	SR +	2.50%	11/2029	1,577	1,577		1,577		0.4	%
Element Solutions, Inc.(5)	First lien senior secured loan	SR +	2.00%	12/2030	993	990		993		0.3	%
First Advantage Holdings LLC(6)(8)	First lien senior secured loan	SR +	3.25%	09/2031	4,240	4,218		4,218		1.2	%
Genuine Financial Holdings, LLC(6)	First lien senior secured loan	SR +	4.00%	09/2030	5,629	5,590		5,587		1.6	%
Omnia Partners, LLC(6)	First lien senior secured loan	SR +	3.25%	07/2030	8,514	8,512		8,531		2.4	%
Red Ventures, LLC(5)	First lien senior secured loan	SR +	3.00%	03/2030	5,300	5,287		5,242		1.5	%
Skopima Merger Sub Inc.(5)	First lien senior secured loan	SR +	4.00%	05/2028	8,657	8,447		8,636		2.5	%
Sovos Compliance, LLC(5)	First lien senior secured loan	SR +	4.50%	08/2028	13,338	13,046		13,319		3.8	%
Thevelia (US) LLC (dba Tricor)(6)	First lien senior secured loan	SR +	3.25%	06/2029	6,618	6,618		6,618		1.9	%
Vistage International, Inc.(6)	First lien senior secured loan	SR +	4.75%	07/2029	9,702	9,576		9,684		2.8	%
						86,613		87,288		24.8	%
Telecommunications
Cable One, Inc.(5)	First lien senior secured loan	SR +	2.00%	05/2028	4,743	$	4,731	$	4,603	1.4	%
Ciena Corp.(5)	First lien senior secured loan	SR +	2.00%	10/2030	993	991		993		0.3	%
Cogeco Communications (USA) II L.P.(5)	First lien senior secured loan	SR +	2.50%	09/2028	4,436	4,394		4,354		1.2	%
Eagle Broadband Investments, LLC (dba Mega Broadband Investments)(6)	First lien senior secured loan	SR +	3.00%	11/2027	2,901	2,894		2,894		0.8	%
						13,010		12,844		3.7	%
Transportation
Echo Global Logistics, Inc.(5)	First lien senior secured loan	SR +	3.75%	11/2028	6,602	$	6,541	$	6,513	1.9	%
KKR Apple Bidco, LLC(5)	First lien senior secured loan	SR +	3.50%	09/2028	5,174	5,187		5,183		1.4	%
						11,728		11,696		3.3	%


Total Debt Investments						$	1,673,798	$	1,666,460	474.2	%
Total Investments						$	1,673,798	$	1,666,460	474.2	%

(1)Unless otherwise indicated, OCIC SLF’s investments are pledged as collateral supporting the amounts outstanding under OCIC SLF’s SPV Debt Facilities.

(2)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)Unless otherwise indicated, all investments are considered Level 2 investments.

(5)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2024 was 4.85%.

(6)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2024 was 4.59%.

(7)The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2024 was 4.25%.

(8)Level 3 investment.

(9)Position or portion thereof is an unfunded loan commitment.


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Debt Investments
Aerospace and defense
American Airlines, Inc.(7)	First lien senior secured loan	SR +	2.75%	02/2028	1,980	$	1,947	$	1,976	0.7	%
Avolon TLB Borrower 1 (US) LLC(5)	First lien senior secured loan	SR +	2.50%	06/2028	9,490	9,413		9,505		3.1	%
Barnes Group, Inc.(5)	First lien senior secured loan	SR +	3.00%	09/2030	6,484	6,437		6,497		2.1	%
Bleriot US Bidco, Inc.(6)	First lien senior secured loan	SR +	4.00%	10/2028	5,927	5,847		5,946		2.0	%

164


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(5)	First lien senior secured loan	SR +	4.00%	08/2028	1,809	1,797		1,813		0.6	%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(5)	First lien senior secured loan	SR +	4.00%	04/2026	4,221	4,194		4,229		1.4	%
Peraton Corp.(5)	First lien senior secured loan	SR +	3.75%	02/2028	12,458	12,219		12,474		4.0	%
Transdigm Inc.(6)	First lien senior secured loan	SR +	3.25%	02/2031	5,000	4,988		5,019		1.7	%
Transdigm, Inc.(6)	First lien senior secured loan	SR +	3.25%	08/2028	2,973	2,967		2,984		1.0	%
Transdigm, Inc.(6)	First lien senior secured loan	SR +	3.25%	02/2027	2,970	2,923		2,980		1.0	%
Vertex Aerospace Services Corp. (dba V2X)(5)	First lien senior secured loan	SR +	3.25%	12/2028	2,993	2,989		2,994		1.0	%
						55,721		56,417		18.6	%
Automotive
Belron Finance US LLC(6)	First lien senior secured loan	SR +	2.50%	04/2029	2,488	$	2,476	$	2,491	0.8	%
PAI Holdco, Inc.(6)(8)	First lien senior secured loan	SR +	3.75%	10/2027	6,562	6,141		6,102		2.0	%
						8,617		8,593		2.8	%
Buildings and real estate
84 Lumber Company(5)	First lien senior secured loan	SR +	2.75%	11/2030	5,212	$	5,186	$	5,220	1.7	%
American Residential Services, LLC(6)(8)	First lien senior secured loan	SR +	3.50%	10/2027	4,488	4,487		4,483		1.5	%
Beacon Roofing Supply, Inc.(5)	First lien senior secured loan	SR +	2.50%	05/2028	2,970	2,966		2,980		1.0	%
CPG International LLC(5)	First lien senior secured loan	SR +	2.50%	04/2029	6,894	6,865		6,898		2.2	%
Cushman & Wakefield U.S. Borrower, LLC(5)(8)	First lien senior secured loan	SR +	4.00%	01/2030	7,000	6,831		6,930		2.3	%
Cushman & Wakefield U.S. Borrower, LLC(5)(8)	First lien senior secured loan	SR +	2.75%	08/2025	247	243		246		0.1	%
Dodge Construction Network, LLC(6)	First lien senior secured loan	SR +	4.75%	02/2029	5,221	4,911		4,020		1.3	%
Greystar Real Estate Partners, LLC (dba Greystar)(6)(8)	First lien senior secured loan	SR +	3.75%	08/2030	6,983	6,883		6,878		2.3	%
GYP Holdings III Corp.(5)	First lien senior secured loan	SR +	3.00%	05/2030	2,000	1,990		2,005		0.7	%
Quikrete Holdings, Inc.(5)	First lien senior secured loan	SR +	2.75%	03/2029	1,990	1,990		1,995		0.7	%
RealPage, Inc.(5)	First lien senior secured loan	SR +	3.00%	04/2028	10,440	9,921		10,345		3.4	%
Wrench Group LLC(6)	First lien senior secured loan	SR +	4.00%	04/2026	9,660	9,642		9,669		3.2	%
						61,916		61,669		20.4	%
Business services
ASGN, Inc.(5)	First lien senior secured loan	SR +	2.25%	08/2030	2,494	$	2,488	$	2,502	0.8	%
Boxer Parent Company Inc. (f/k/a BMC)(5)	First lien senior secured loan	SR +	4.25%	12/2028	6,123	6,050		6,159		2.0	%
BrightView Landscapes, LLC(6)	First lien senior secured loan	SR +	3.00%	04/2029	6,519	6,347		6,517		2.2	%
Brown Group Holdings, LLC(5)	First lien senior secured loan	SR +	3.75%	07/2029	4,492	4,462		4,503		1.5	%
ConnectWise, LLC(6)	First lien senior secured loan	SR +	3.50%	09/2028	10,440	9,939		10,405		3.4	%
IDEMIA Group SAS(6)	First lien senior secured loan	SR +	4.75%	09/2028	1,990	1,967		1,994		0.7	%
Packers Holdings, LLC(5)	First lien senior secured loan	SR +	3.25%	03/2028	3,928	3,655		2,457		0.8	%
Sitel Worldwide Corp.(5)	First lien senior secured loan	SR +	3.75%	08/2028	6,939	6,841		6,648		2.2	%
VM Consolidated, Inc.(5)	First lien senior secured loan	SR +	3.25%	03/2028	2,107	2,088		2,114		0.7	%
						43,837		43,299		14.3	%
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(5)(8)	First lien senior secured loan	SR +	4.75%	11/2027	2,970	$	2,799	$	2,963	1.0	%
Axalta Coating Systems US Holdings Inc.(6)	First lien senior secured loan	SR +	2.50%	12/2029	6,884	6,842		6,900		2.3	%
Blue Tree Holdings, Inc.(6)	First lien senior secured loan	SR +	2.50%	03/2028	3,964	3,930		3,935		1.3	%
Cyanco Intermediate 2 Corp.(5)	First lien senior secured loan	SR +	4.75%	07/2028	3,990	3,908		3,997		1.2	%
DCG Acquisition Corp.(5)	First lien senior secured loan	SR +	4.50%	09/2026	7,383	7,349		7,318		2.4	%
H.B. Fuller Company(5)	First lien senior secured loan	SR +	2.25%	02/2030	1,741	1,741		1,743		0.6	%
Ineos US Finance LLC(5)	First lien senior secured loan	SR +	3.50%	02/2030	3,486	3,451		3,486		1.2	%
Ineos US Finance LLC(5)	First lien senior secured loan	SR +	3.75%	11/2027	2,978	2,888		2,984		1.0	%
Ineos US Petrochem LLC(5)(8)	First lien senior secured loan	SR +	3.75%	03/2030	1,990	1,971		1,990		0.7	%
Nouryon Finance B.V.(5)	First lien senior secured loan	SR +	4.00%	04/2028	2,488	2,466		2,493		0.8	%
Nouryon Finance B.V.(6)	First lien senior secured loan	SR +	4.00%	10/2025	5,785	5,726		5,802		1.9	%

165


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Windsor Holdings III LLC(5)	First lien senior secured loan	SR +	4.50%	08/2030	5,736	5,636		5,766		1.9	%
						48,707		49,377		16.3	%
Consumer products
HomeServe USA Holding Corp.(5)	First lien senior secured loan	SR +	3.00%	10/2030	4,000	$	3,961	$	4,011	1.3	%
Olaplex, Inc.(5)	First lien senior secured loan	SR +	3.50%	02/2029	5,220	4,890		4,816		1.6	%
						8,851		8,827		2.9	%

Containers and packaging
Berlin Packaging L.L.C.(5)	First lien senior secured loan	SR +	3.75%	03/2028	12,486	$	12,094	$	12,488	4.1	%
BW Holding, Inc.(6)(8)	First lien senior secured loan	SR +	4.00%	12/2028	7,689	7,578		7,151		2.4	%
Charter NEX US, Inc.(5)	First lien senior secured loan	SR +	3.75%	12/2027	5,731	5,686		5,750		1.9	%
OneDigital Borrower LLC(6)(8)	First lien senior secured loan	SR +	4.25%	11/2027	1,911	1,897		1,907		0.6	%
Plaze, Inc.(5)	First lien senior secured loan	SR +	3.75%	08/2026	3,990	3,865		3,870		1.3	%
Plaze, Inc.(5)	First lien senior secured loan	SR +	3.50%	08/2026	995	971		965		0.3	%
ProAmpac PG Borrower LLC(6)	First lien senior secured loan	SR +	4.50%	11/2028	10,250	10,165		10,253		3.4	%
Ring Container Technologies Group, LLC(5)	First lien senior secured loan	SR +	3.50%	08/2028	9,663	9,513		9,678		3.2	%
Tricorbraun Holdings, Inc.(5)	First lien senior secured loan	SR +	3.25%	03/2028	10,439	9,981		10,364		3.4	%
Trident TPI Holdings, Inc.(6)	First lien senior secured loan	SR +	4.50%	09/2028	1,990	1,941		1,989		0.7	%
Valcour Packaging, LLC(5)	First lien senior secured loan	SR +	3.75%	10/2028	3,077	3,073		2,405		0.8	%
						66,764		66,820		22.1	%
Distribution
Aramsco, Inc.(6)(9)(10)	First lien senior secured delayed draw term loan	SR +	4.75%	10/2025	—	$	—	$	—	—	%
Aramsco, Inc.(6)	First lien senior secured loan	SR +	4.75%	10/2030	8,515	8,346		8,497		2.8	%
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(5)	First lien senior secured loan	SR +	4.75%	12/2028	5,265	5,216		5,275		1.7	%
Dealer Tire, LLC(5)	First lien senior secured loan	SR +	4.50%	12/2027	3,920	3,860		3,927		1.3	%
SRS Distribution, Inc.(5)	First lien senior secured loan	SR +	3.50%	06/2028	11,530	10,887		11,534		3.7	%
White Cap Supply Holdings, LLC(5)	First lien senior secured loan	SR +	3.75%	10/2027	11,298	10,843		11,317		3.7	%
						39,152		40,550		13.2	%
Education
Renaissance Learning, Inc.(5)	First lien senior secured loan	SR +	4.75%	04/2030	4,988	$	4,905	$	4,999	1.7	%
Severin Acquisition, LLC (dba Powerschool)(6)	First lien senior secured loan	SR +	3.25%	08/2025	11,451	11,335		11,487		3.7	%
Sophia, L.P.(5)	First lien senior secured loan	SR +	4.25%	10/2027	9,664	9,648		9,642		3.2	%
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(6)	First lien senior secured loan	SR +	4.50%	10/2030	3,663	3,618		3,671		1.2	%
						29,506		29,799		9.8	%
Energy equipment and services
AMG Advanced Metallurgical Group N.V(5)	First lien senior secured loan	SR +	3.50%	11/2028	3,430	$	3,413	$	3,411	1.1	%
AZZ Inc.(5)	First lien senior secured loan	SR +	4.25%	05/2029	7,925	7,866		7,952		2.6	%
Brookfield WEC Holdings Inc.(5)	First lien senior secured loan	SR +	3.75%	08/2025	3,456	3,439		3,465		1.1	%
Calpine Construction Finance Company(5)	First lien senior secured loan	SR +	2.25%	07/2030	1,995	1,980		1,994		0.7	%
Pike Corp.(5)	First lien senior secured loan	SR +	3.00%	01/2028	9,800	9,638		9,821		3.1	%
Rockwood Service Corp.(5)	First lien senior secured loan	SR +	4.25%	01/2027	6,466	6,451		6,477		2.1	%
						32,787		33,120		10.7	%
Financial services
Acuris Finance US, Inc. (ION Analytics) (6)	First lien senior secured loan	SR +	4.00%	02/2028	7,619	$	7,496	$	7,602	2.5	%
AlixPartners, LLP(5)	First lien senior secured loan	SR +	2.75%	02/2028	1,492	1,482		1,495		0.5	%
AllSpring Buyer(6)	First lien senior secured loan	SR +	3.75%	11/2028	4,938	4,881		4,911		1.6	%
Boost Newco Borrower, LLC (dba WorldPay)(6)	First lien senior secured loan	SR +	3.00%	09/2030	12,000	11,940		12,046		4.0	%
Citadel Securities, LP(5)	First lien senior secured loan	SR +	2.50%	07/2030	8,968	8,933		8,980		3.0	%
Citco Funding LLC(6)	First lien senior secured loan	SR +	3.25%	04/2028	6,234	6,204		6,250		2.1	%
Deerfield Dakota Holdings(6)	First lien senior secured loan	SR +	3.75%	04/2027	8,830	8,511		8,734		2.8	%

166


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Focus Financial Partners, LLC(5)	First lien senior secured loan	SR +	3.25%	06/2028	4,938	4,864		4,941		1.6	%
Focus Financial Partners, LLC(5)	First lien senior secured loan	SR +	3.50%	06/2028	2,993	2,938		2,996		1.0	%
Guggenheim Partners Investment Management Holdings, LLC(6)	First lien senior secured loan	SR +	3.25%	12/2029	4,950	4,873		4,954		1.6	%
Harbourvest Partners, L.P.(6)(8)	First lien senior secured loan	SR +	3.00%	04/2030	2,494	2,458		2,488		0.8	%
Helios Software Holdings, Inc.(6)	First lien senior secured loan	SR +	4.25%	07/2030	5,000	4,807		4,988		1.6	%
Janus International Group, LLC(6)	First lien senior secured loan	SR +	3.25%	08/2030	4,988	4,958		4,992		1.6	%
Saphilux S.a.r.L (dba IQ EQ)(7)	First lien senior secured loan	SR +	4.75%	07/2028	7,500	7,395		7,505		2.5	%
The Edelman Financial Engines Center, LLC(5)	First lien senior secured loan	SR +	3.50%	04/2028	3,959	3,880		3,962		1.3	%
TMF Sapphire Bidco B.V.(6)	First lien senior secured loan	SR +	5.00%	05/2028	2,500	2,458		2,510		0.8	%
USI, Inc.(6)	First lien senior secured loan	SR +	3.25%	09/2030	3,990	3,981		3,991		1.3	%
						92,059		93,345		30.6	%
Food and beverage
1011778 BC / NEW RED FIN (dba Restaurant Brands)(5)	First lien senior secured loan	SR +	2.25%	09/2030	4,000	$	3,981	$	3,998	1.3	%
AI Aqua Merger Sub, Inc. (dba Culligan International)(5)	First lien senior secured loan	SR +	3.75%	07/2028	2,576	2,571		2,575		0.9	%
AI Aqua Merger Sub, Inc. (dba Culligan International)(6)(9)(10)	First lien senior secured delayed draw term loan	SR +	4.25%	12/2024	6,609	6,369		6,605		2.2	%
Aramark Services, Inc.(5)	First lien senior secured loan	SR +	2.50%	06/2030	1,990	1,971		1,992		0.7	%
Aspire Bakeries Holdings, LLC(5)(8)	First lien senior secured loan	SR +	4.25%	12/2030	5,000	4,950		4,925		1.6	%
Balrog Acquisition, Inc. (dba Bakemark)(5)	First lien senior secured loan	SR +	4.00%	09/2028	9,374	9,259		9,213		3.0	%
Naked Juice LLC (dba Tropicana)(6)	First lien senior secured loan	SR +	3.25%	01/2029	10,467	9,686		10,100		3.2	%
Pegasus BidCo B.V.(6)	First lien senior secured loan	SR +	4.25%	07/2029	7,440	7,332		7,433		2.5	%
Shearer's Foods, LLC(5)	First lien senior secured loan	SR +	3.50%	09/2027	8,717	8,216		8,721		2.9	%
Simply Good Foods USA, Inc.(5)	First lien senior secured loan	SR +	2.50%	03/2027	2,976	2,956		2,976		1.0	%
Utz Quality Foods, LLC(6)	First lien senior secured loan	SR +	3.00%	01/2028	1,153	1,153		1,153		0.4	%
						58,444		59,691		19.7	%
Healthcare equipment and services
Confluent Medical Technologies, Inc.(6)(8)	First lien senior secured loan	SR +	3.75%	02/2029	9,664	$	9,541	$	9,615	3.2	%
Curium BidCo S.A.R.L (dba Curium Pharma)(6)	First lien senior secured loan	SR +	4.50%	07/2029	6,047	6,026		6,036		2.0	%
Dermatology Intermediate Holdings III, Inc.(6)	First lien senior secured loan	SR +	4.25%	03/2029	11,664	11,551		11,252		3.7	%
Medline Borrower, LP(5)	First lien senior secured loan	SR +	3.00%	10/2028	6,248	5,910		6,274		2.1	%
Natus Medical, Inc.(6)(8)	First lien senior secured loan	SR +	5.50%	07/2029	4,455	4,175		4,143		1.4	%
Nexstar Broadcasting, Inc.(5)	First lien senior secured loan	SR +	2.50%	09/2026	4,300	4,302		4,300		1.4	%
Resonetics, LLC(6)	First lien senior secured loan	SR +	4.00%	04/2028	6,593	6,511		6,586		2.1	%
Zest Acquisition Corp.(5)(8)	First lien senior secured loan	SR +	5.50%	02/2028	8,439	8,180		8,228		2.7	%
						56,196		56,434		18.6	%
Healthcare providers and services
Covetrus, Inc.(6)	First lien senior secured loan	SR +	5.00%	10/2029	9,429	$	8,932	$	9,411	3.1	%
HAH Group Holding Company LLC (dba Help at Home)(5)(8)	First lien senior secured loan	SR +	5.00%	10/2027	2,685	2,666		2,658		0.9	%
HAH Group Holding Company LLC (dba Help at Home)(5)(8)	First lien senior secured loan	SR +	5.00%	10/2027	3,328	3,321		3,295		1.1	%
LSCS Holdings, Inc.(5)(8)	First lien senior secured loan	SR +	4.50%	12/2028	9,356	9,182		9,193		3.0	%
MJH Healthcare Holdings, LLC(5)	First lien senior secured loan	SR +	3.50%	01/2029	3,793	3,737		3,769		1.2	%
Pediatric Associates Holding Company, LLC(5)(8)	First lien senior secured loan	SR +	4.50%	12/2028	1,990	1,916		1,960		0.6	%
Pediatric Associates Holding Company, LLC(5)(8)	First lien senior secured loan	SR +	3.25%	12/2028	5,352	5,273		5,165		1.7	%
Phoenix Newco, Inc. (dba Parexel)(5)	First lien senior secured loan	SR +	3.25%	11/2028	7,369	7,136		7,408		2.4	%
Physician Partners, LLC(6)	First lien senior secured loan	P +	4.00%	12/2028	9,850	9,381		9,283		3.1	%
Premise Health Holding(6)(8)	First lien senior secured loan	SR +	4.75%	07/2025	3,201	3,178		3,185		1.1	%
Select Medical Corp.(5)	First lien senior secured loan	SR +	3.00%	03/2027	2,985	2,971		2,982		1.1	%
Surgery Center Holdings, Inc.(6)	First lien senior secured loan	SR +	3.50%	12/2030	2,416	2,392		2,423		0.8	%

167


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
						60,085		60,732		20.1	%
Healthcare technology
Athenahealth Group Inc.(5)	First lien senior secured loan	SR +	3.25%	02/2029	9,308	$	8,644	$	9,257	3.1	%
Bracket Intermediate Holding Corp.(6)	First lien senior secured loan	SR +	5.00%	05/2028	6,835	6,681		6,825		2.3	%
Gainwell Acquisition Corp.(6)	First lien senior secured loan	SR +	4.00%	10/2027	7,859	7,695		7,623		2.5	%
GHX Ultimate Parent Corporation(6)	First lien senior secured loan	SR +	4.75%	06/2027	2,985	2,920		2,986		1.0	%
Imprivata, Inc.(5)	First lien senior secured loan	SR +	4.25%	12/2027	9,664	9,515		9,692		3.1	%
IQVIA, Inc.(6)	First lien senior secured loan	SR +	2.00%	01/2031	4,111	4,111		4,123		1.4	%
PointClickCare Technologies Inc.PointClickCare Technologies Inc(6)(8)	First lien senior secured loan	SR +	3.00%	12/2027	1,985	1,957		1,980		0.7	%
R1 RCM Inc.(6)(8)	First lien senior secured loan	SR +	3.50%	06/2029	5,000	4,940		5,000		1.7	%
R1 RCM Inc.(5)	First lien senior secured loan	SR +	3.00%	06/2029	3,970	3,970		3,966		1.3	%
Verscend Holding Corp.(5)	First lien senior secured loan	SR +	4.00%	08/2025	9,843	9,763		9,851		3.3	%
Zelis Cost Management Buyer, Inc.(5)	First lien senior secured loan	SR +	3.50%	09/2026	4,454	4,451		4,459		1.5	%
						64,647		65,762		21.9	%
Household products
Samsonite International S.A.(5)	First lien senior secured loan	SR +	2.75%	06/2030	1,990	$	1,981	$	1,990	0.7	%
						1,981		1,990		0.7	%
Human resource support services
AQ Carver Buyer, Inc. (dba CoAdvantage)(7)	First lien senior secured loan	SR +	5.50%	08/2029	4,738	$	4,680	$	4,750	1.6	%
iSolved, Inc.(6)	First lien senior secured loan	SR +	4.00%	10/2030	6,250	6,188		6,250		2.0	%
						10,868		11,000		3.6	%
Infrastructure and environmental services
Asplundh Tree Expert, LLC(5)	First lien senior secured loan	SR +	1.75%	09/2027	1,430	$	1,426	$	1,430	0.5	%
Madison IAQ, LLC(5)	First lien senior secured loan	SR +	3.25%	06/2028	8,355	8,200		8,317		2.7	%
Osmose Utilities Services, Inc.(5)	First lien senior secured loan	SR +	3.25%	06/2028	8,466	7,938		8,452		2.8	%
USIC Holdings, Inc.(6)	First lien senior secured loan	SR +	3.50%	05/2028	2,947	2,824		2,919		1.0	%
						20,388		21,118		7.0	%
Insurance
Acrisure, LLC(6)	First lien senior secured loan	SR +	4.50%	12/2030	9,222	$	8,876	$	9,229	3.0	%
AssuredPartners, Inc.(5)	First lien senior secured loan	SR +	3.75%	02/2027	7,705	7,568		7,718		2.6	%
Broadstreet Partners, Inc.(5)	First lien senior secured loan	SR +	3.00%	01/2027	2,067	2,050		2,067		0.7	%
Broadstreet Partners, Inc.(5)	First lien senior secured loan	SR +	3.75%	01/2029	5,993	5,950		6,002		2.0	%
Hub International(6)	First lien senior secured loan	SR +	4.25%	06/2030	7,980	7,903		8,010		2.6	%
Hyperion Refinance S.a.r.l (dba Howden Group)(6)	First lien senior secured loan	SR +	4.00%	04/2030	3,970	3,821		3,974		1.3	%
IMA Financial Group, Inc.(5)(8)	First lien senior secured loan	SR +	3.75%	11/2028	5,968	5,938		5,953		2.0	%
						42,106		42,953		14.2	%
Internet software and services
Aptean, Inc.(5)	First lien senior secured loan	SR +	4.25%	04/2026	2,136	$	2,128	$	2,129	0.7	%
Barracuda Parent, LLC(6)	First lien senior secured loan	SR +	4.50%	08/2029	10,494	10,095		10,219		3.4	%
Boxer Parent Company Inc.(5)	First lien senior secured loan	SR +	3.75%	10/2025	—	—		—		—	%
Cloud Software Group, Inc.(6)	First lien senior secured loan	SR +	4.50%	03/2029	4,987	4,764		4,862		1.6	%
DCert Buyer, Inc.(5)	First lien senior secured loan	SR +	4.00%	10/2026	7,206	7,171		7,131		2.4	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(7)	First lien senior secured loan	SR +	3.75%	12/2027	13,147	12,393		13,114		4.3	%
Dun & Bradstreet Corporation, The(5)	First lien senior secured loan	SR +	2.75%	02/2026	995	995		996		0.3	%
E2open, LLC(5)	First lien senior secured loan	SR +	3.50%	02/2028	8,340	8,238		8,338		2.8	%
Idera, Inc.(6)	First lien senior secured loan	SR +	3.75%	03/2028	6,518	6,360		6,476		2.1	%
Infinite Bidco LLC(6)	First lien senior secured loan	SR +	3.75%	03/2028	3,568	3,464		3,464		1.1	%
McAfee Corp.(5)	First lien senior secured loan	SR +	3.75%	03/2029	6,261	6,021		6,218		2.1	%
MeridianLink, Inc.(6)	First lien senior secured loan	SR +	3.00%	11/2028	7,475	7,445		7,467		2.5	%
Mitnick Corporate Purchaser, Inc.(6)	First lien senior secured loan	SR +	4.50%	05/2029	7,882	7,421		7,434		2.5	%
Perforce Software, Inc.(5)	First lien senior secured loan	SR +	3.75%	07/2026	4,964	4,765		4,902		1.6	%

168


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Project Alpha Intermediate Holding, Inc.(5)	First lien senior secured loan	SR +	4.75%	10/2030	8,000	7,843		8,026		2.7	%
Project Sky Merger Sub, Inc.(6)	First lien senior secured loan	SR +	3.75%	10/2028	2,500	2,476		2,472		0.8	%
Quartz Acquireco, LLC (dba Qualtrics AcquireCo, LLC)(5)(8)	First lien senior secured loan	SR +	3.50%	06/2030	3,990	3,952		3,960		1.3	%
SONICWALL US Holdings, Inc.(6)	First lien senior secured loan	SR +	5.00%	05/2028	9,000	8,700		8,888		2.8	%
Sophos Holdings, LLC(5)	First lien senior secured loan	SR +	3.50%	03/2027	10,438	10,263		10,451		3.3	%
UST Holdings, Ltd.(5)(8)	First lien senior secured loan	SR +	3.50%	11/2028	8,538	8,515		8,389		2.8	%
Vertiv Group Corp.(5)	First lien senior secured loan	SR +	2.50%	03/2027	1,516	1,516		1,521		0.5	%
VS Buyer LLC(6)	First lien senior secured loan	SR +	3.25%	02/2027	2,969	2,969		2,973		1.0	%
						127,494		129,430		42.6	%
Investment funds and vehicle
Finco I, LLC(6)	First lien senior secured loan	SR +	3.00%	06/2029	3,982	$	3,971	$	3,994	1.3	%
						3,971		3,994		1.3	%
Leisure and entertainment
Delta 2 (Lux) SARL (dba Formula One)(6)	First lien senior secured loan	SR +	2.25%	01/2030	3,000	$	2,983	$	3,006	1.0	%
						2,983		3,006		1.0	%
Manufacturing
Altar Bidco, Inc.(7)	First lien senior secured loan	SR +	3.10%	02/2029	4,715	$	4,530	$	4,702	1.6	%
Columbus McKinnon Corp.(6)	First lien senior secured loan	SR +	2.75%	05/2028	463	460		463		0.2	%
DXP Enterprises, Inc.(7)(8)	First lien senior secured loan	SR +	4.75%	10/2030	10,408	10,254		10,382		3.4	%
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(5)	First lien senior secured loan	SR +	3.00%	05/2030	9,345	9,257		9,372		3.1	%
Engineered Machinery Holdings, Inc. (dba Duravant)(6)	First lien senior secured loan	SR +	3.50%	05/2028	7,538	7,485		7,474		2.5	%
Entegris, Inc.(5)	First lien senior secured loan	SR +	2.50%	07/2029	1,620	1,620		1,625		0.5	%
Filtration Group Corporation(5)	First lien senior secured loan	SR +	4.25%	10/2028	3,970	3,933		3,983		1.3	%
Gates Global LLC(5)	First lien senior secured loan	SR +	3.00%	11/2029	2,972	2,920		2,979		1.0	%
Pro Mach Group, Inc.(5)	First lien senior secured loan	SR +	4.00%	08/2028	10,440	10,214		10,460		3.3	%
Pro Mach Group, Inc.(5)(8)	First lien senior secured loan	SR +	5.00%	08/2028	3,980	3,807		4,000		1.3	%
Refficiency Holdings, LLC (dba Legence)(5)	First lien senior secured loan	SR +	3.50%	12/2027	7,574	7,541		7,572		2.4	%
Summit Materials, LLC(6)	First lien senior secured loan	SR +	2.50%	11/2028	4,339	4,328		4,352		1.4	%
Watlow Electric Manufacturing Company(6)	First lien senior secured loan	SR +	3.75%	03/2028	10,558	10,433		10,541		3.5	%
						76,782		77,905		25.5	%
Pharmaceuticals
Fortrea Holdings Inc.(5)	First lien senior secured loan	SR +	3.75%	07/2030	3,399	$	3,371	$	3,394	1.1	%
						3,371		3,394		1.1	%
Professional services
Apex Group Treasury, LLC(6)(8)	First lien senior secured loan	SR +	3.75%	07/2028	4,888	$	4,727	$	4,863	1.6	%
Apex Group Treasury, LLC(6)(8)	First lien senior secured loan	SR +	5.00%	07/2028	7,232	7,011		7,232		2.4	%
Arsenal AIC Parent, LLC (dba Arconic)(5)	First lien senior secured loan	SR +	4.50%	08/2030	4,738	4,708		4,751		1.6	%
Camelot U.S. Acquisition 1 Co.(5)	First lien senior secured loan	SR +	3.00%	10/2026	2,943	2,930		2,946		1.0	%
Corporation Service Company(5)	First lien senior secured loan	SR +	3.25%	11/2029	1,787	1,783		1,790		0.6	%
Element Solutions, Inc.(6)(8)	First lien senior secured loan	SR +	2.00%	12/2030	4,811	4,799		4,799		1.6	%
EM Midco2 Ltd. (dba Element Materials Technology)(6)	First lien senior secured loan	SR +	4.25%	06/2029	9,014	8,911		8,913		2.9	%
Genuine Financial Holdings, LLC(5)	First lien senior secured loan	SR +	4.00%	09/2030	7,220	7,115		7,189		2.4	%
Omnia Partners, LLC(6)	First lien senior secured loan	SR +	4.25%	07/2030	6,594	6,576		6,631		2.2	%
Omnia Partners, LLC(6)(9)(10)	First lien senior secured delayed draw term loan	SR +	4.25%	01/2024	—	(2)		—		—	%
Red Ventures, LLC(6)	First lien senior secured loan	SR +	3.00%	03/2030	3,970	3,933		3,955		1.2	%
Skopima Merger Sub Inc.(5)	First lien senior secured loan	SR +	4.00%	05/2028	5,716	5,477		5,687		1.9	%
Sovos Compliance, LLC(5)	First lien senior secured loan	SR +	4.50%	08/2028	10,440	10,144		10,297		3.4	%
Vistage Worldwide, Inc.(6)(8)	First lien senior secured loan	SR +	5.25%	07/2029	9,776	9,636		9,752		3.2	%
						77,748		78,805		26.0	%

169


Blue Owl Credit Income Senior Loan Fund’s Portfolio as of December 31, 2023 (Amounts in thousands)
Company(1)(3)(4)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(2)		Fair Value		Percentage of Members’ Equity
Specialty retail
Pilot Travel Centers LLC(5)	First lien senior secured loan	SR +	2.00%	08/2028	796	$	791	$	798	0.3	%
						791		798		0.3	%
Telecommunications
Cable One, Inc.(5)	First lien senior secured loan	SR +	2.00%	05/2028	3,274	$	3,268	$	3,255	1.1	%
Ciena Corp.(5)	First lien senior secured loan	SR +	2.00%	10/2030	3,990	3,978		3,997		1.2	%
Cogeco Communications (USA) II L.P.(5)	First lien senior secured loan	SR +	2.50%	09/2028	2,974	2,961		2,919		1.0	%
Park Place Technologies, LLC(5)	First lien senior secured loan	SR +	5.00%	11/2027	9,662	9,253		9,597		3.2	%
Zayo Group Holdings, Inc.(5)	First lien senior secured loan	SR +	4.25%	03/2027	9,825	8,506		8,404		2.8	%
						27,966		28,172		9.3	%
Transportation
Echo Global Logistics, Inc.(5)	First lien senior secured loan	SR +	3.50%	11/2028	1,138	$	1,118	$	1,111	0.4	%
KKR Apple Bidco, LLC(6)	First lien senior secured loan	SR +	3.50%	09/2028	2,055	2,051		2,061		0.7	%
Safe Fleet Holdings, LLC(5)	First lien senior secured loan	SR +	3.75%	02/2029	3,965	3,924		3,971		1.3	%
Uber Technologies, Inc.(6)	First lien senior secured loan	SR +	2.75%	03/2030	3,164	3,156		3,171		1.0	%
						10,249		10,314		3.4	%
Total Debt Investments						$	1,133,987	$	1,147,314	378.2	%
Total Investments						$	1,133,987	$	1,147,314	378.2	%

(1)Unless otherwise indicated, OCIC SLF’s investments are pledged as collateral supporting the amounts outstanding under OCIC SLF’s SPV Asset Facilities.

(2)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)Unless otherwise indicated, all investments are considered Level 2 investments.

(5)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2023 was 5.35%.

(6)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2023 was 5.33%.

(7)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2023 was 5.16%.

(8)Level 3 investment.

(9)Position or portion thereof is an unfunded loan commitment.

170

Below is selected balance sheet information for OCIC SLF as of the following periods:


($ in thousands)	September 30, 2024		December 31, 2023
Assets
Investments at fair value (amortized cost of $1,673,798 and $1,133,987, respectively)	$	1,666,460	$	1,147,314
Cash	140,606		102,559
Interest receivable	5,936		4,160
Receivable for investments sold	22,696		14,593


Total Assets	$	1,835,698	$	1,268,626
Liabilities
Debt (net of unamortized debt issuance costs of $8,816 and $8,292, respectively)	$	1,311,184	$	861,928
Payable for investments purchased	126,195		73,821
Interest payable	28,718		10,260

Distribution payable	14,566		9,546
Accrued expenses and other liabilities	1,234		567
Total Liabilities	1,481,897		956,122

Members’ Equity
Members’ Equity	353,801		312,504
Total Members’ Equity	353,801		312,504
Total Liabilities and Members’ Equity	$	1,835,698	$	1,268,626

Below is selected statement of operations information for OCIC SLF for the following periods:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Investment Income
Interest income	$	38,983	$	21,115	$	112,016	$	51,905
Other income	367		0		877		0
Total Investment Income	39,350		21,115		112,893		51,905
Operating Expenses
Interest expense	25,410		10,027		69,297		23,745
Professional fees	565		699		931		1,059
Other general and administrative	322		178		935		453
Total Operating Expenses	26,297		10,904		71,163		25,257
Net Investment Income	$	13,053	$	10,211	$	41,730	$	26,648
Net Realized and Change in Unrealized Gain (Loss) on Investments
Net change in unrealized gain (loss) on investments	(9,949)		4,056		(20,665)		9,375
Net realized gain (loss) on investments	2,699		(272)		3,365		(256)
Total Net Realized and Change in Unrealized Gain (Loss) on Investments	(7,250)		3,784		(17,300)		9,119
Net Increase in Members’ Equity Resulting from Operations	$	5,803	$	13,995	$	24,430	$	35,767

Bank of America Facility

On August 24, 2022, ORCIC JV WH LLC, a Delaware limited liability company and wholly-owned subsidiary of OCIC SLF, entered into a $400 million credit facility among the lenders party thereto, Bank of America, N.A., as administrative agent and BofA Securities, Inc., as sole lead arranger and sole book manager (the “Bank of America Facility”). The maturity date of the credit facility is August 25, 2025. In connection with the takeout of the Wise CLO 2023-1 CLO, certain of the assets held by ORCIC JV WH LLC were transferred via a master participation agreement to OCIC JV WH IV Ltd.

On August 8, 2023, OCIC JV WH IV Ltd., an exempt company based in the Cayman Islands and wholly-owned subsidiary of OCIC SLF, joined, as borrower into the Bank of America Facility. In connection with the takeout of the Wise CLO 2024-1 CLO, certain of the assets held by OCIC JV WH IV Ltd. were transferred via a master participation agreement to OCIC JV WH VI Ltd.

171

On December 28, 2023, OCIC JV WH VI Ltd., an exempt company based in the Cayman Islands and wholly-owned subsidiary of OCIC SLF, joined into the Bank of America Facility. The Bank of America Facility was transferred to the newly created Blue Owl Credit SLF LLC. entity on June 5th, 2024.

RBC Facility

On October 14, 2022, ORCIC JV WH II LLC, a Delaware limited liability company and wholly-owned subsidiary of OCIC SLF, entered into an up to $500 million revolving loan facility among the lenders party thereto, and Royal Bank of Canada (the “RBC Facility”). The maturity date of the credit facility is October 14, 2032. On November 10, 2023, OCIC JV WH V Ltd., a Delaware limited liability company and wholly-owned subsidiary of OCIC SLF, joined, as borrower, into the RBC Facility.

In connection with the takeout of the Wise CLO 2023-2 CLO, certain of the assets held by ORCIC JV WH II LLC were transferred via a master participation agreement to OCIC JV WH V Ltd. The Facility was terminated on June 5th, 2024.

Wells Fargo Facility

On June 30, 2023, ORCIC JV WH III LLC, a Delaware limited liability company and wholly-owned subsidiary of OCIC SLF, entered into an up to $200 million revolving loan facility among the lenders party thereto, and Wells Fargo Bank, N.A. (the “Wells Fargo Facility”). The maturity date of the credit facility is June 30, 2026. The Wells Fargo Facility was transferred to the newly created Blue Owl Credit SLF LLC. entity on July 11th, 2024.

Wise CLO 2023-1

On September 21, 2023, ORCIC JV WH LLC merged with Wise CLO 2023-1 Ltd., a private company incorporated and existing under the laws of Jersey, with Wise CLO 2023-1 Ltd. as the surviving entity. The merger was undertaken in order for Wise CLO 2023-1 Ltd. to act as the issuer in a collateralized loan obligation transaction (the “Wise CLO 2023-1”) using the financial assets previously acquired by it as the collateral underpinning the Wise 1 CLO transaction. On September 21, 2023, Wise CLO 2023-1 Ltd., as issuer, and Wise CLO 2023-1 LLC, a Delaware limited liability company and wholly-owned subsidiary of Wise CLO 2023-1 Ltd., as co-issuer, closed the Wise CLO 2023-1 transaction and issued $195.0 million of Class A Notes, $46.3 million of Class B-1 Notes, $14.5 million of Class B-2 Notes, $29.3 million of Class C Notes, and $97.0 million of Subordinated Notes pursuant to an Indenture dated September 21, 2023 among Wise CLO 2023-1 Ltd., as issuer, Wise CLO 2023-1 LLC, as co-issuer, and U.S. Bank Trust Company, National Association as trustee. Additionally, Wise CLO 2023-1 Ltd. and Wise CLO 2023-1 LLC incurred $75.0 million in Class A Loans pursuant to a Credit Agreement dated September 21, 2023 among Wise CLO 2023-1 Ltd., as issuer, Wise CLO 2023-1 LLC, as co-issuer, the lenders party thereto and U.S. Bank Trust Company, National Association as loan agent and collateral trustee. The notes issued and loans incurred as part of the Wise CLO 1 transaction have a stated maturity of October 10th, 2036.

Wise CLO 2023-2

On October 30, 2023, ORCIC JV WH II LLC migrated as a company incorporated in the State of Delaware to a private company incorporated and existing under the laws of Jersey. As part of the migration, ORCIC JV WH II LLC was renamed to Wise CLO 2023-2 Ltd. The migration and renaming was undertaken in order for ORCIC JV WH II LLC (now Wise CLO 2023-2 Ltd.) to act as the issuer in a collateralized loan obligation transaction (the “Wise CLO 2023-2”) using the financial assets previously acquired by it as the collateral underpinning the Wise CLO 2023-2 transaction. On December 13, 2023, Wise CLO 2023-2 Ltd., as issuer, and Wise CLO 2023-2 LLC, a Delaware limited liability company and wholly-owned subsidiary of Wise CLO 2023-2 Ltd., as co-issuer, closed the Wise CLO 2023-2 transaction and issued $240.0 million of Class A Notes, $41.0 million of Class B-1 Notes, $15.0 million of Class B-2 Notes, $24.0 million of Class C Notes, and $84.5 million of Subordinated Notes pursuant to an Indenture dated December 13, 2023 among Wise CLO 2023-2 Ltd., as issuer, Wise CLO 2023-1 LLC, as co-issuer, and U.S. Bank Trust Company, National Association as trustee. The notes issued as part of the Wise CLO 2023-2 transaction have a stated maturity of January 15th, 2037.

Wise CLO 2024-1

On July 27, 2023, OCIC JV WH IV Ltd. was incorporated as a company under the laws of the Cayman Islands. On January 19, 2024, changed its name from OCIC JV WH IV Ltd. to Wise CLO 2024-1 Ltd.. The renaming was undertaken in order for OCIC JV WH IV Ltd. (now Wise CLO 2024-1 Ltd.) to act as the issuer in a collateralized loan obligation transaction (the “Wise CLO 2024-1”) using the financial assets previously acquired by it as the collateral underpinning the Wise CLO 2024-1 transaction. On March 7, 2024, Wise CLO 2024-1 Ltd., as issuer, and Wise CLO 2024-1 LLC, a Delaware limited liability company and wholly-owned subsidiary of Wise CLO 2024-1 Ltd., as co-issuer, closed the Wise CLO 2024-1 transaction and issued $240.0 million of Class A Notes, $55.0 million of Class B-1 Notes, $5.0 million of Class B-2 Notes, $20.0 million of Class C Notes, and $88.7 million of Subordinated Notes pursuant to an Indenture dated March 7, 2024 among Wise CLO 2024-1 Ltd., as issuer, Wise CLO 2024-1 LLC, as co-issuer, and U.S. Bank Trust Company, National Association as trustee. The notes issued as part of the Wise CLO 2024-1 transaction have a stated maturity of April 15th, 2037.

172

Wise CLO 2024-2

On October 26, 2022, ORCIC JV WH III LLC was incorporated as a limited liability company under the laws of Delaware. On July 11, 2024, ORCIC JV WH III LLC merged with Wise CLO 2024-2 Ltd.. The merger was undertaken in order for ORCIC JV WH III LLC (now Wise CLO 2024-2 Ltd.) to act as the issuer in a collateralized loan obligation transaction (the “Wise CLO 2024-2”) using the financial assets previously acquired by it as the collateral underpinning the Wise CLO 2024-2 transaction. On July 11, 2024, Wise CLO 2024-2 Ltd., as issuer, and Wise CLO 2024-2 LLC, a Delaware limited liability company and wholly-owned subsidiary of Wise CLO 2024-2 Ltd., as co-issuer, closed the Wise CLO 2024-2 transaction and issued $240.0 million of Class A Notes, $52.0 million of Class B Notes, $28.0 million of Class C Notes, and $90.0 million of Subordinated Notes pursuant to an Indenture dated March 7, 2024 among Wise CLO 2024-2 Ltd., as issuer, Wise CLO 2024-2 LLC, as co-issuer, and U.S. Bank Trust Company, National Association as trustee. The notes issued as part of the Wise CLO 2024-2 transaction have a stated maturity of July 15th, 2037.

The below table represents the components of interest expense for OCIC SLF for the following periods:



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
($ in thousands)	2024			2023			2024			2023
Interest expense	$	24,617		$	9,693		$	65,444		$	22,934
Amortization of debt issuance costs	794			334			3,853			811

Total Interest Expense	$	25,411		$	10,027		$	69,297		$	23,745
Average interest rate	7.6		%	6.9		%	7.6		%	6.7		%
Average daily borrowings	$	1,306,767		$	551,301		$	1,155,149		$	459,050

Joint Venture - Blue Owl Credit SLF LLC

On May 6, 2024 Blue Owl Credit SLF LLC (“Credit SLF”), a Delaware limited liability company, was formed as a joint venture between us, Blue Owl Capital Corporation, Blue Owl Capital Corporation II, Blue Owl Capital Corporation III, Blue Owl Technology Finance Corp., Blue Owl Technology Finance Corp. II, Blue Owl Technology Income Corp. and State Teachers Retirement System of Ohio (“OSTRS”) (each, a “Credit SLF Member” and collectively, the “Credit SLF Members”). The Credit SLF Members co-manage Credit SLF. Credit SLF’s principal purpose is to make investments in senior secured loans to middle-market companies, broadly syndicated loans and senior and subordinated notes issued by collateralized loan obligations. Credit SLF is managed by a board consisting of an equal number of representatives appointed by each Credit SLF Member and which acts unanimously. Investment decisions must be approved by Credit SLF’s board. Our investment in Credit SLF is a co-investment made with its affiliates in accordance with the terms of the exemptive relief that it received from the SEC. We do not consolidate our non-controlling interest in Credit SLF.

Refer to Exhibit 99.1 for the Credit SLF's Supplemental Financial Information.

Results of Operations

The following table represents the operating results for the following periods:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
($ in thousands)	2024		2023		2024		2023
Total Investment Income	$	674,872	$	408,781	$	1,829,072	$	1,078,388
Less: Operating Expenses	315,243		193,155		848,237		504,092
Net Investment Income (Loss) Before Taxes	359,629		215,626		980,835		574,296
Less: Income taxes, including excise taxes	2,217		1,027		5,480		2,529
Net Investment Income (Loss) After Taxes	357,412		214,599		975,355		571,767
Net realized gain (loss)	(3,040)		(2,144)		(7,528)		(9,382)
Net change in unrealized gain (loss)	(22,852)		52,954		(45,547)		131,212
Net Increase (Decrease) in Net Assets Resulting from Operations	$	331,520	$	265,409	$	922,280	$	693,597

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. For the three and nine months ended September 30, 2024, our net asset value per share increased, primarily driven by earnings in excess of dividends paid. For the three and nine months ended September 30, 2023, our net asset value per share increased, primarily driven by market spreads tightening.

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Investment Income

The following table represents investment income for the following periods:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
($ in thousands)	2024		2023		2024		2023
Investment income
Interest income	$	602,119	$	357,354	$	1,612,057	$	931,597
PIK interest income	32,728		18,951		91,574		51,913
Dividend income	21,509		12,752		61,985		33,335
PIK dividend income	10,886		16,729		42,904		51,131
Other income	7,630		2,995		20,552		10,412
Total Investment Income	$	674,872	$	408,781	$	1,829,072	$	1,078,388

For the Three Months ended September 30, 2024 and 2023

Investment income increased to $674.9 million for the three months ended September 30, 2024 from $408.8 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $13.20 billion as of September 30, 2023 to $23.78 billion as of September 30, 2024. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns which are non-recurring in nature. Income generated from these fees was $15.4 million for the three months ended September 30, 2024 and $2.4 million for the three months ended September 30, 2023. For the three months ended September 30, 2024, PIK interest and PIK dividend income earned was $32.7 million and $10.9 million, respectively. PIK interest and PIK dividend income represented approximately 4.8% and 1.7% of total investment income for the three months ended September 30, 2024, respectively. For the three months ended September 30, 2023, PIK interest and PIK dividend income earned was $19.0 million and $16.7 million, respectively. PIK interest and PIK dividend income represented approximately 4.6% and 4.1% of total investment income for the three months ended September 30, 2023, respectively. Other income increased period-over-period due to an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing or as a result of episodic amendments made to the terms of our existing debt investments. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

For the Nine Months ended September 30, 2024 and 2023

Investment income increased to $1.83 billion for the nine months ended September 30, 2024 from $1.08 billion for the same period in prior year primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $13.20 billion as of September 30, 2023 to $23.78 billion as of September 30, 2024. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns which are non-recurring in nature. Income generated from these fees was $73.0 million for the nine months ended September 30, 2024 and $4.0 million for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, PIK interest and PIK dividend income earned was $91.6 million and $42.9 million, respectively. PIK interest and PIK dividend income represented approximately 5.0% and 2.4% of total investment income for the nine months ended September 30, 2024, respectively. For the nine months ended September 30, 2023, PIK interest and PIK dividend income earned was $51.9 million and $51.1 million, respectively. PIK interest and PIK dividend income represented approximately 4.8% and 4.8% of total investment income for the nine months ended September 30, 2023, respectively. Other income increased period-over-period due to an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing or as a result of episodic amendments made to the terms of our existing debt investments. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

174

Expenses

The following table represents expenses for the following periods:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
($ in thousands)	2024		2023		2024		2023

Offering costs	$	389	$	1,156	3,083		2,093
Interest expense	209,461		127,342		561,827		331,488
Management fees	37,998		21,466		99,486		57,262
Performance based incentive fees	47,376		30,803		131,771		82,050
Professional fees	5,974		4,416		16,675		10,330
Directors’ fees	320		448		966		972
Shareholder servicing fees	9,702		5,696		25,721		14,916
Other general and administrative	4,023		1,828		8,708		4,981
Total operating expenses	$	315,243	$	193,155	$	848,237	$	504,092

For the Three Months Ended September 30, 2024 and 2023

Total operating expenses increased to $315.2 million for the three months ended September 30, 2024 from $193.2 million for the same period prior year primarily due to increases in management fees, incentive fees and interest expense. The increase in management fees was driven by growth in the net asset value of the fund. The increase in incentive fees was due to higher pre-incentive fee net investment income earned during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase in interest expense was driven by an increase in average daily borrowings to $10.78 billion from $6.64 billion period over period, as well as an increase in the average interest rate to 7.5% from 7.2% period over period. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period.

For the Nine Months Ended September 30, 2024 and 2023

Total operating expenses increased to $848.2 million for the nine months ended September 30, 2024 from $504.1 million for the same period prior year primarily due to increases in management fees, incentive fees and interest expense. The increase in management fees was driven by growth in the net asset value of the fund. The increase in incentive fees was due to higher pre-incentive fee net investment income earned during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase in interest expense was driven by an increase in average daily borrowings to $9.37 billion from $6.15 billion period over period, as well as an increase in the average interest rate to 7.6% from 6.8% period over period. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period.

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from U.S. federal income taxes as corporate tax rates.

Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.

For the three and nine months ended September 30, 2024, we recorded U.S. federal excise tax of $2.2 million and $5.5 million, respectively. For the three and nine months ended September 30, 2023, we recorded U.S. federal excise tax of $1.0 million and $2.5 million, respectively.

175

Certain of our consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and nine months ended September 30, 2024, we recorded a net tax expense (benefit) of approximately $923 thousand and $913 thousand for taxable subsidiaries. For the three and nine months ended September 30, 2023, we recorded a net tax benefit of approximately $1 thousand and $3 thousand for taxable subsidiaries.

The Company recorded net deferred tax liability of $915 thousand and net deferred tax asset of $2 thousand as of September 30, 2024 and September 30, 2023, respectively, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries’ investment in certain partnership interests.

Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we reimburse the Adviser for any services performed for us by such affiliate or third party.

Net Unrealized Gains (Losses)

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. The below table represents the net unrealized gains (losses) on our investment portfolio for the following periods:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
($ in thousands)	2024		2023		2024		2023
Net change in unrealized gain (loss):

Non-controlled, non-affiliated investments	$	(23,029)	$	46,417	$	(55,717)	$	119,573
Non-controlled, affiliated investments	1,999		2,986		4,733		3,035
Controlled, affiliated investments	(1,906)		3,541		5,054		8,254
Translation of assets and liabilities in foreign currencies	1,008		4		1,299		351
Income tax (provision) benefit	(924)		6		(916)		(1)
Net change in unrealized gain (loss)	$	(22,852)	$	52,954	$	(45,547)	$	131,212

For the Three Months ended September 30, 2024 and 2023

For the three months ended September 30, 2024, the net unrealized loss was primarily driven by market conditions compared to June 30, 2024. As of September 30, 2024, the fair value of our debt investments as a percentage of principal was 98.9%, as compared to 98.8% as of June 30, 2024.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended September 30, 2024 consisted of the following:


Portfolio Company ($ in millions)	Net Change in Unrealized Gain (Loss)
OCIC SLF LLC (fka Blue Owl Credit Income Senior Loan Fund LLC)(1)	$	(7.7)
KPSKY Acquisition, Inc. (dba BluSky)	(7.3)
KWOR Acquisition, Inc. (dba Alacrity Solutions)	(6.2)
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)	5.7
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(1)	4.9
Covetrus, Inc.	(3.9)
Conair Holdings LLC	(3.5)
Barracuda Networks, Inc.	(3.5)
Pluralsight, LLC(2)	3.5
Level 3 Financing, Inc.	3.1
Remaining portfolio companies	(8.0)
Total	$	(22.9)

(1)Portfolio company is a controlled, affiliated investment.

(2)Portfolio company is a non-controlled, affiliated investment.

176

For the three months ended September 30, 2023, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to June 30, 2023. The primary drivers of our portfolio’s unrealized gains were current market conditions as compared to June 30, 2023.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended September 30, 2023 consisted of the following:


Portfolio Company ($ in millions)	Net Change in Unrealized Gain (Loss)
Notorious Topco, LLC (dba Beauty Industry Group)	$	(7.2)
Asurion, LLC	7.1
Covetrus, Inc.	4.9
Olaplex, Inc.	(4.9)
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	(4.5)
Help/Systems Holdings, Inc.	4.5
CD&R Value Building Partners I, L.P. (dba Belron)	3.9
Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)(1)	3.5
LSI Financing 1 DAC	3.0
Athenahealth Group Inc.	2.9
Remaining portfolio companies	39.7
Total	$	52.9

For the nine months ended September 30, 2024, the net unrealized loss was primarily driven by market conditions as compared to December 31, 2023. As of September 30, 2024, the fair value of our debt investments as a percentage of principal was 98.9%, as compared to 98.6% as of December 31, 2023.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the nine months ended September 30, 2024 consisted of the following:


Portfolio Company ($ in millions)	Net Change in Unrealized Gain (Loss)
Physician Partners, LLC	$	(34.0)
Fifth Season Investments LLC(2)	17.5
OCIC SLF LLC (fka Blue Owl Credit Income Senior Loan Fund LLC)(1)	(17.2)
EOS Finco S.A.R.L	(8.5)
KPSKY Acquisition, Inc. (dba BluSky)	(7.9)
Covetrus, Inc.	(7.6)
Rushmore Investment III LLC (dba Winland Foods)	6.9
KWOR Acquisition, Inc. (dba Alacrity Solutions)	(6.8)
Bamboo US BidCo LLC	5.3
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(1)	4.8
Remaining portfolio companies	1.6
Total	$	(45.9)

(1)Portfolio company is a controlled, affiliated investment.

(2)Portfolio company is a non-controlled, affiliated investment.

For the nine months ended September 30, 2023, the net unrealized loss was primarily driven by a decrease in the fair value of our investments as compared to December 31, 2022. The primary drivers of our portfolio’s unrealized losses were current market conditions, including public market volatility, and credit spreads widening across the broader markets as compared to December 31, 2022.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the nine months ended September 30, 2023 consisted of the following:

177


Portfolio Company ($ in millions)	Net Change in Unrealized Gain (Loss)
Asurion, LLC	$	16.9
Notorious Topco, LLC (dba Beauty Industry Group)	(10.4)
Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)(1)	8.2
Athenahealth Group Inc.	6.8
Rhea Parent, Inc.	5.4
CD&R Value Building Partners I, L.P. (dba Belron)	5.3
Olaplex, Inc.	(5.2)
Elliott Alto Co-Investor Aggregator L.P.	(4.7)
Dealer Tire, LLC	4.7
Delta TopCo, Inc. (dba Infoblox, Inc.)	4.3
Remaining portfolio companies	99.6
Total	$	130.9

(1)Portfolio company is a controlled, affiliated investment.

Net Realized Gains (Losses)

The table below represents the realized gains and losses on fully exited and partially exited portfolio companies during the following periods:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
($ in thousands)	2024		2023		2024		2023
Net realized gain (loss) on investments	$	(2,575)	$	(2,411)	$	(6,009)	$	(9,589)
Net realized gain (loss) on foreign currency transactions	(465)		267		(1,519)		207
Net realized gain (loss)	$	(3,040)	$	(2,144)	$	(7,528)	$	(9,382)

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the net proceeds of any offering of our common stock and from cash flows from interest, dividends and fees earned from our investments and principal repayments and proceeds from sales of our investments. The primary uses of our cash are for (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying or reimbursing our Adviser), (iii) debt service, repayment and other financing costs of any borrowings and (iv) cash distributions to the holders of our shares.

We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. Our current target leverage ratio is 0.90x-1.25x.

In addition, from time to time, we may seek to retire, repurchase, or exchange debt securities in open market purchases or by other means, including privately negotiated transactions, in each case dependent on market conditions, liquidity, contractual obligations, and other matters. The amounts involved in any such transactions, individually or in the aggregate, may be material.

As of September 30, 2024 and December 31, 2023, our asset coverage ratios were 207% and 209%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Cash as of September 30, 2024, taken together with our available debt, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of September 30, 2024 we had $1.60 billion available under our credit facilities.

Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash needs will come from unused net proceeds from financing activities. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.

178

As of September 30, 2024, we had $554.7 million in cash. During the nine months ended September 30, 2024, we used $7.24 billion in cash for operating activities, primarily as a result of funding portfolio investments of $10.92 billion, partially offset by sales and repayments of portfolio investments of $2.96 billion and other operating activities of $0.72 billion. Lastly, cash provided by financing activities was $7.38 billion during the period, which was the result of proceeds from net borrowings on our credit facilities, net of debt issuance costs, of $3.90 billion, and proceeds from the issuance of shares of $4.34 billion, partially offset by $450.2 million of distributions paid and share repurchases of $408.2 million.

Net Assets

Share Issuances

In connection with our formation, we had the authority to issue 3,000,000,000 common shares at $0.01 per share par value, 1,000,000,000 of which are classified as Class S common shares, 1,000,000,000 of which are classified as Class D common shares, and 1,000,000,000 of which are classified as Class I common shares. Pursuant to our initial public offering we offered $2,500,000,000 in any combination of shares of Class S, Class D, and Class I common stock and pursuant to our follow-on offering we are currently offering $13,500,000,000 in any combination of shares of Class S, Class D and Class I common stock.

On June 25, 2024, we filed Articles of Amendment with the State Department of Assessments and Taxation of Maryland for the purpose of amending the Company’s Second Articles of Amendment and Restatement to increase the number of authorized shares of the Company’s common stock, $0.01 par value per share, and preferred stock, $0.01 par value per share, to 4,500,000,000 Shares, consisting of 1,500,000,000 Class S Shares, 1,000,000,000 Class D Shares, 2,000,000,000 Class I Shares, and no shares of preferred stock. The Articles of Amendment became immediately effective upon filing.

We also sell shares of our Class I common stock to feeder vehicles primarily created to hold our Class I shares. The offer and sale of these shares is exempt from the registration provisions of the Securities Act of 1933 pursuant to Section 4(a)(2) and/or Regulation S.

Shares of our common stock are not listed for trading on a stock exchange or other securities market and there is no established public trading market for our common stock. Currently, the purchase price per share for each class of common stock varies, but will not be sold at a price below our net asset value per share of such class, as determined in accordance with our share pricing policy, plus applicable upfront selling commissions.

The below tables summarize transactions with respect to shares of our common stock during the following periods:


	For the Three Months Ended September 30, 2024
	Class S			Class D			Class I			Total
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares/gross proceeds from the continuous public offering	43,540,444	$	419,600	2,410,932	$	23,070	91,065,168	$	871,691	137,016,544	$	1,314,361
Shares/gross proceeds from the private placements	—	—		—	—		6,706,401	64,211		6,706,401	64,211
Share Transfers between classes(1)	(208)	(2)		—	—		207	2		(1)	—
Reinvestment of distributions	4,692,273	44,786		365,070	3,490		8,894,261	85,133		13,951,604	133,409
Repurchased shares	(4,872,698)	(46,534)		(225,274)	(2,153)		(10,756,911)	(102,943)		(15,854,883)	(151,630)
Total shares/gross proceeds	43,359,811	417,850		2,550,728	24,407		95,909,126	918,094		141,819,665	1,360,351
Sales load	—	(3,931)		—	(21)		—	—		—	(3,952)
Total shares/net proceeds	43,359,811	$	413,919	2,550,728	$	24,386	95,909,126	$	918,094	141,819,665	$	1,356,399

179


	For the Three Months Ended September 30, 2023
	Class S			Class D			Class I			Total
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares/gross proceeds from the continuous public offering	35,007,017	$	329,144	5,425,168	$	50,663	53,848,440	$	503,958	94,280,625	$	883,765
Shares/gross proceeds from the private placements	—	—		—	—		3,253,834	30,412		3,253,834	30,412
Share Transfers between classes(1)	—	—		—	—		—	—		—	—
Reinvestment of distributions	2,292,217	21,384		664,198	6,202		4,268,507	39,933		7,224,922	67,519
Repurchased shares	(1,573,405)	(14,790)		(1,379,185)	(12,978)		(8,074,185)	(76,140)		(11,026,775)	(103,908)
Total shares/gross proceeds	35,725,829	335,738		4,710,181	43,887		53,296,596	498,163		93,732,606	877,788
Sales load	—	(2,621)		—	—		—	—		—	(2,621)
Total shares/net proceeds	35,725,829	$	333,117	4,710,181	$	43,887	53,296,596	$	498,163	93,732,606	$	875,167


	For the Nine Months Ended September 30, 2024
	Class S			Class D			Class I			Total
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares/gross proceeds from the continuous public offering	148,750,251	$	1,428,771	11,017,957	$	105,060	272,940,459	$	2,605,210	432,708,667	$	4,139,041
Shares/gross proceeds from the private placements	—	—		—	—		22,712,902	216,716		22,712,902	216,716
Share Transfers between classes(1)	(247,125)	(2,359)		(35,690,399)	(338,702)		35,899,362	341,061		(38,162)	—
Reinvestment of distributions	12,163,615	115,812		1,250,469	11,909		23,186,037	221,346		36,600,121	349,067
Repurchased shares	(13,735,393)	(130,889)		(3,368,981)	(32,065)		(29,584,204)	(282,674)		(46,688,578)	(445,628)
Total shares/gross proceeds	146,931,348	1,411,335		(26,790,954)	(253,798)		325,154,556	3,101,659		445,294,950	4,259,196
Sales load	—	(12,656)		—	(122)		—	—		—	(12,778)
Total shares/net proceeds	146,931,348	$	1,398,679	(26,790,954)	$	(253,920)	325,154,556	$	3,101,659	445,294,950	$	4,246,418

180


	For the Nine Months Ended September 30, 2023
	Class S			Class D			Class I			Total
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares/gross proceeds from the continuous public offering	80,662,197	$	752,341	16,501,836	$	152,821	140,706,099	$	1,304,023	237,870,132	$	2,209,185
Shares/gross proceeds from the private placements	—	—		—	—		7,594,982	70,448		7,594,982	70,448
Share Transfers between classes(1)	(230,952)	(2,127)		—	—		230,202	2,127		(750)	—
Reinvestment of distributions	5,966,108	55,159		1,804,722	16,698		11,009,979	102,088		18,780,809	173,945
Repurchased shares	(5,687,039)	(52,800)		(3,240,174)	(30,240)		(20,384,678)	(190,235)		(29,311,891)	(273,275)
Total shares/gross proceeds	80,710,314	752,573		15,066,384	139,279		139,156,584	1,288,451		234,933,282	2,180,303
Sales load	—	(6,319)		—	(144)		—	—		—	(6,463)
Total shares/net proceeds	80,710,314	$	746,254	15,066,384	$	139,135	139,156,584	$	1,288,451	234,933,282	$	2,173,840

In accordance with our share pricing policy, we will modify our public offering prices to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that we will not sell shares at a net offering price below the net asset value per share unless we obtain the requisite approval from our shareholders.

The changes to our offering price per share for the nine months ended September 30, 2024 and 2023 were as follows:


Class S
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)






















January 1, 2023	$	9.06	$	0.32	$	9.38
February 1, 2023	$	9.24	$	0.32	$	9.56
March 1, 2023	$	9.23	$	0.32	$	9.55
April 1, 2023	$	9.21	$	0.32	$	9.53
May 1, 2023	$	9.21	$	0.32	$	9.53
June 1, 2023	$	9.18	$	0.32	$	9.50
July 1, 2023	$	9.28	$	0.32	$	9.60
August 1, 2023	$	9.33	$	0.33	$	9.66
September 1, 2023	$	9.37	$	0.33	$	9.70



January 1, 2024	$	9.48	$	0.33	$	9.81
February 1, 2024	$	9.49	$	0.33	$	9.82
March 1, 2024	$	9.49	$	0.33	$	9.82
April 1, 2024	$	9.50	$	0.33	$	9.83
May 1, 2024	$	9.51	$	0.33	$	9.84
June 1, 2024	$	9.57	$	0.33	$	9.90
July 1, 2024	$	9.53	$	0.33	$	9.86
August 1, 2024	$	9.55	$	0.33	$	9.88
September 1, 2024	$	9.56	$	0.33	$	9.89

181


Class D
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)






















January 1, 2023	$	9.07	$	0.14	$	9.21
February 1, 2023	$	9.25	$	0.14	$	9.39
March 1, 2023	$	9.24	$	0.14	$	9.38
April 1, 2023	$	9.22	$	0.14	$	9.36
May 1, 2023	$	9.22	$	0.14	$	9.36
June 1, 2023	$	9.19	$	0.14	$	9.33
July 1, 2023	$	9.29	$	0.14	$	9.43
August 1, 2023	$	9.34	$	0.14	$	9.48
September 1, 2023	$	9.38	$	0.14	$	9.52



January 1, 2024	$	9.49	$	0.14	$	9.63
February 1, 2024	$	9.50	$	0.14	$	9.64
March 1, 2024	$	9.50	$	0.14	$	9.64
April 1, 2024	$	9.51	$	0.14	$	9.65
May 1, 2024	$	9.52	$	0.14	$	9.66
June 1, 2024	$	9.58	$	0.14	$	9.72
July 1, 2024	$	9.55	$	0.14	$	9.69
August 1, 2024	$	9.56	$	0.14	$	9.70
September 1, 2024	$	9.57	$	0.14	$	9.71


Class I
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)























January 1, 2023	$	9.08	$	—	$	9.08
February 1, 2023	$	9.26	$	—	$	9.26
March 1, 2023	$	9.26	$	—	$	9.26
April 1, 2023	$	9.24	$	—	$	9.24
May 1, 2023	$	9.24	$	—	$	9.24
June 1, 2023	$	9.21	$	—	$	9.21
July 1, 2023	$	9.31	$	—	$	9.31
August 1, 2023	$	9.36	$	—	$	9.36
September 1, 2023	$	9.39	$	—	$	9.39



January 1, 2024	$	9.50	$	—	$	9.50
February 1, 2024	$	9.51	$	—	$	9.51
March 1, 2024	$	9.52	$	—	$	9.52
April 1, 2024	$	9.53	$	—	$	9.53
May 1, 2024	$	9.53	$	—	$	9.53
June 1, 2024	$	9.59	$	—	$	9.59
July 1, 2024	$	9.56	$	—	$	9.56
August 1, 2024	$	9.58	$	—	$	9.58
September 1, 2024	$	9.58	$	—	$	9.58

Distributions

182


	For the Nine Months Ended September 30, 2024
Declaration Date	Record Date	Payment Date	Distribution Per Share(1)		Distribution Amount(2)
($ in thousands, except per share amounts)					Class S		Class D		Class I
November 20, 2023	January 31, 2024	February 23, 2024	$	0.07010	$	21,517	$	2,829	$	42,089
February 21, 2024	February 29, 2024	March 22, 2024	0.07010		22,651		2,984		44,196
February 21, 2024	March 29, 2024	April 23, 2024	0.10280		35,655		4,144		67,452
February 21, 2024	April 30, 2024	May 22, 2024	0.07010		24,985		2,868		49,096
May 7, 2024	May 31, 2024	June 26, 2024	0.07010		26,216		3,105		51,937
May 7, 2024	June 28, 2024	July 24, 2024	0.10280		41,249		4,646		78,628
May 7, 2024	July 31, 2024	August 22, 2024	0.07010		28,185		3,184		56,502
August 6, 2024	August 31, 2024	September 25, 2024	0.07010		29,198		3,267		58,767
August 6, 2024	September 30, 2024	October 24, 2024	0.10280		45,420		4,903		88,490



		Total	$	0.72900	$	275,076	$	31,930	$	537,157

(1)Distributions per share are gross of shareholder servicing fees.

(2)Distribution amounts are net of shareholder servicing fees.


	For the Nine Months Ended September 30, 2023
Declaration Date	Record Date	Payment Date	Distribution Per Share(1)		Distribution Amount(2)
($ in thousands, except per share amounts)					Class S		Class D		Class I
December 5, 2022	January 31, 2023	February 24, 2023	$	0.08765	$	16,523	$	4,296	$	30,667
February 10, 2023	February 28, 2023	March 23, 2023	0.06765		12,882		3,372		24,319
February 10, 2023	March 31, 2023	April 26, 2023	0.06765		13,027		3,550		24,938
February 10, 2023	April 30, 2023	May 22, 2023	0.08765		18,233		4,956		33,691
May 9, 2023	May 31, 2023	June 26, 2023	0.06765		14,183		3,884		27,515
May 9, 2023	June 30, 2023	July 26, 2023	0.06765		14,804		3,894		28,323
May 9, 2023	July 31, 2023	August 22, 2023	0.08765		20,574		5,252		38,233
August 21, 2023	August 31, 2023	September 26, 2023	0.07010		16,878		4,262		31,886
August 21, 2023	September 30, 2023	October 26, 2023	0.07010		17,637		4,358		33,085



		Total	$	0.67375	$	144,741	$	37,824	$	272,657

(1)Distributions per share are gross of shareholder servicing fees.

(2)Distribution amounts are net of shareholder servicing fees.

We have adopted a distribution reinvestment plan which was amended and restated on May 6, 2024. The amended and restated distribution reinvestment plan provides for the reinvestment of cash distributions on behalf of shareholders who have enrolled in the distribution reinvestment plan. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have enrolled in the distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock, rather than receiving the cash distribution. We expect to use newly issued shares to implement the distribution reinvestment plan.

We may fund our cash distributions to shareholders from any source of funds available to us, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment. In no event, however, will funds be advanced or borrowed for the purpose of distributions, if the amount of such distributions would exceed our accrued and received revenues for the previous four quarters, less paid and accrued operating expenses with respect to such revenues and costs.

Prior to the termination of the Expense Support Agreement on March 7, 2023, a portion of our distributions resulted from expense support from the Adviser. The purpose of this arrangement was to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes.

183

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The below tables reflect the sources of cash distributions on a U.S. GAAP basis that we have declared on our shares of common stock during the following periods:


	For the Nine Months Ended September 30, 2024
Source of Distribution(2)	Per Share(1)		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.72900	$	844,163	100.0	%
Total	$	0.72900	$	844,163	100.0	%

(1)Distributions per share are gross of shareholder servicing fees.

(2)Data in this table is presented on a consolidated basis. Refer to “ITEM 1. - Notes to Consolidated Financial Statements - Note 11. Financial Highlights” for amounts by share class.


	For the Nine Months Ended September 30, 2023
Source of Distribution(2)	Per Share(1)		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.67375	$	455,222	100.0	%


Total	$	0.67375	$	455,222	100.0	%

(1)Distributions per share are gross of shareholder servicing fees.

(2)Data in this table is presented on a consolidated basis. Refer to “ITEM 1. - Notes to Consolidated Financial Statements - Note 11. Financial Highlights” for amounts by share class.

Share Repurchases

We have commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their shares at a price equal to the net offering price per share for the applicable class of shares on each date of repurchase.

All shares purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares.

We intend to limit the number of shares to be repurchased in each quarter to no more than 5.00% of our outstanding shares of our common stock.

Any periodic repurchase offers are subject in part to our available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While we intend to continue to conduct quarterly tender offers as described above, we are not required to do so and may suspend or terminate the share repurchase program at any time.


Offer Date	Class	Tender Offer Expiration	Tender Offer		Purchase Price per Share		Shares Repurchased


















February 28, 2023	S	March 31, 2023	$	21,643	$	9.21	2,349,994
February 28, 2023	D	March 31, 2023	$	3,453	$	9.22	374,566
February 28, 2023	I	March 31, 2023	$	68,023	$	9.24	7,361,842
May 31, 2023	S	June 30, 2023	$	16,367	$	9.28	1,763,641
May 31, 2023	D	June 30, 2023	$	13,809	$	9.29	1,486,423
May 31, 2023	I	June 30, 2023	$	46,072	$	9.31	4,948,651
August 24, 2023	S	September 30, 2023	$	14,790	$	9.40	1,573,405
August 24, 2023	D	September 30, 2023	$	12,978	$	9.41	1,379,185
August 24, 2023	I	September 30, 2023	$	76,140	$	9.43	8,074,185



February 27, 2024	S	March 31, 2024	$	33,826	$	9.50	3,560,660

184


Offer Date	Class	Tender Offer Expiration	Tender Offer		Purchase Price per Share		Shares Repurchased

February 27, 2024	D	March 31, 2024	$	26,354	$	9.51	2,771,164
February 27, 2024	I	March 31, 2024	$	81,994	$	9.53	8,603,765
May 24, 2024	S	June 28, 2024	$	50,529	$	9.53	5,302,035
May 24, 2024	D	June 28, 2024	$	3,558	$	9.55	372,544
May 24, 2024	I	June 28, 2024	$	97,737	$	9.56	10,223,527
August 30, 2024	S	September 30, 2024	$	46,534	$	9.55	4,872,698
August 30, 2024	D	September 30, 2024	$	2,153	$	9.56	225,274
August 30, 2024	I	September 30, 2024	$	102,943	$	9.57	10,756,911

Debt

Aggregate Borrowings

Our debt obligations consisted of the following as of the following periods:


	September 30, 2024
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Unamortized Debt Issuance Costs		Net Carrying Value
Revolving Credit Facility(2)	$	2,245,000	$	1,199,698	$	1,045,302	$	(15,455)	$	1,184,243
SPV Asset Facility I	525,000		300,000		38,665		(5,623)		294,377
SPV Asset Facility II	1,500,000		820,000		229,243		(12,818)		807,182
SPV Asset Facility III(2)	1,500,000		1,032,267		106,744		(14,081)		1,018,186
SPV Asset Facility IV	500,000		305,000		85,836		(3,402)		301,598
SPV Asset Facility V	300,000		210,000		15,007		(2,459)		207,541
SPV Asset Facility VI	750,000		350,000		43,041		(6,489)		343,511
SPV Asset Facility VII(2)	300,000		167,007		35,365		(2,222)		164,785
CLO VIII	290,000		290,000		—		(1,948)		288,052
CLO XI	260,000		260,000		—		(1,733)		258,267
CLO XII	260,000		260,000		—		(1,856)		258,144
CLO XV	312,000		312,000		—		(2,712)		309,288
CLO XVI	420,000		420,000		—		(2,757)		417,243
CLO XVII	325,000		325,000		—		(2,773)		322,227
CLO XVIII	260,000		260,000		—		(1,802)		258,198
March 2025 Notes	500,000		500,000		—		(1,043)		498,957
September 2026 Notes	350,000		350,000		—		(3,336)		346,664
February 2027 Notes	500,000		500,000		—		(3,731)		496,269
September 2027 Notes(3)	600,000		600,000		—		(5,625)		603,757
June 2028 Notes(3)	650,000		650,000		—		(8,572)		657,445
January 2029 Notes(3)	550,000		550,000		—		(12,054)		552,586
September 2029 Notes(3)	500,000		500,000		—		(11,266)		508,543
March 2030 Notes(3)	1,000,000		1,000,000		—		(19,954)		974,312
March 2031 Notes(3)	750,000		750,000		—		(19,853)		747,376
Total Debt	$	15,147,000	$	11,910,972	$	1,599,203	$	(163,564)	$	11,818,751

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

(3)Net Carrying Value is inclusive of change in fair market value of effective hedge.

185


	December 31, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Unamortized Debt Issuance Costs		Net Carrying Value
Revolving Credit Facility(2)	$	1,945,000	$	628,128	$	1,316,872	$	(16,732)	$	611,396
SPV Asset Facility I	525,000		475,000		50,000		(6,080)		468,920
SPV Asset Facility II	1,800,000		1,718,000		82,000		(7,255)		1,710,745
SPV Asset Facility III	1,000,000		522,000		289,180		(8,954)		513,046
SPV Asset Facility IV	500,000		250,000		61,848		(3,704)		246,296
SPV Asset Facility V	300,000		200,000		12,439		(2,995)		197,005
SPV Asset Facility VI	750,000		160,000		18,188		(7,006)		152,994
CLO VIII	290,000		290,000		—		(2,093)		287,907
CLO XI	260,000		260,000		—		(1,856)		258,144
CLO XII	260,000		260,000		—		(1,998)		258,002
March 2025 Notes	500,000		500,000		—		(3,414)		496,586
September 2026 Notes	350,000		350,000		—		(5,318)		344,682
February 2027 Notes	500,000		500,000		—		(3,301)		496,699
September 2027 Notes(3)	600,000		600,000		—		(6,869)		598,564
June 2028 Notes	650,000		650,000		—		(9,988)		640,012
January 2029 Notes(3)	550,000		550,000		—		(13,679)		546,975
Total Debt	$	10,780,000	$	7,913,128	$	1,830,527	$	(101,242)	$	7,827,973

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

(3)Net Carrying Value is inclusive of change in fair market value of effective hedge.

The below table represents the components of interest expense for the following periods:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
($ in thousands)	2024			2023			2024			2023
Interest expense	$	206,792		$	122,244		$	541,000		$	317,732
Amortization of debt issuance costs	8,242			4,596			21,575			12,727
Net change in unrealized (gain) loss on effective interest rate swaps and hedged items(1)	(5,573)			502			(748)			1,029
Total Interest Expense	$	209,461		$	127,342		$	561,827		$	331,488
Average interest rate	7.5		%	7.2		%	7.6		%	6.8		%
Average daily borrowings	$	10,779,440		$	6,636,362		$	9,368,526		$	6,150,468

(1)Refer to the September 2027, June 2028, January 2029, September 2029, March 2030, and March 2031 Notes for details on the facility’s interest rate swap.

The table below presents information about our senior securities as of the following periods:


Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)







SPV Asset Facility I
September 30, 2024 (unaudited)	$	300.0	$	2,072.9	—	N/A
December 31, 2023	$	475.0	$	2,085.2	—	N/A



SPV Asset Facility II
September 30, 2024 (unaudited)	$	820.0	$	2,072.9	—	N/A
December 31, 2023	$	1,718.0	$	2,085.2	—	N/A

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Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)

SPV Asset Facility III
September 30, 2024 (unaudited)	$	1,032.3	$	2,072.9	—	N/A
December 31, 2023	$	522.0	$	2,085.2	—	N/A



SPV Asset Facility IV
September 30, 2024 (unaudited)	$	305.0	$	2,072.9	—	N/A
December 31, 2023	$	250.0	$	2,085.2	—	N/A



SPV Asset Facility V
September 30, 2024 (unaudited)	$	210.0	$	2,072.9	—	N/A
December 31, 2023	$	200.0	$	2,085.2	—	N/A



SPV Asset Facility VI
September 30, 2024 (unaudited)	$	350.0	$	2,072.9	—	N/A
December 31, 2023	$	160.0	$	2,085.2	—	N/A



SPV Asset Facility VII
September 30, 2024 (unaudited)	$	167.0	$	2,072.9	—	N/A
CLO VIII
September 30, 2024 (unaudited)	$	290.0	$	2,072.9	—	N/A
December 31, 2023	$	290.0	$	2,085.2	—	N/A



CLO XI
September 30, 2024 (unaudited)	$	260.0	$	2,072.9	—	N/A
December 31, 2023	$	260.0	$	2,085.2	—	N/A



CLO XII
September 30, 2024 (unaudited)	$	260.0	$	2,072.9	—	N/A
December 31, 2023	$	260.0	$	2,085.2	—	N/A



CLO XV
September 30, 2024 (unaudited)	$	312.0	$	2,072.9	—	N/A
CLO XVI
September 30, 2024 (unaudited)	$	420.0	$	2,072.9	—	N/A
CLO XVII
September 30, 2024 (unaudited)	$	325.0	$	2,072.9	—	N/A
CLO XVIII
September 30, 2024 (unaudited)	$	260.0	$	2,072.9	—	N/A
Revolving Credit Facility
September 30, 2024 (unaudited)	$	1,199.7	$	2,072.9	—	N/A
December 31, 2023	$	628.1	$	2,085.2	—	N/A



September 2026 Notes
September 30, 2024 (unaudited)	$	350.0	$	2,072.9	—	N/A
December 31, 2023	$	350.0	$	2,085.2	—	N/A



February 2027 Notes
September 30, 2024 (unaudited)	$	500.0	$	2,072.9	—	N/A
December 31, 2023	$	500.0	$	2,085.2	—	N/A



September 2027 Notes
September 30, 2024 (unaudited)	$	600.0	$	2,072.9	—	N/A
December 31, 2023	$	600.0	$	2,085.2	—	N/A



June 2028 Notes
September 30, 2024 (unaudited)	$	650.0	$	2,072.9	—	N/A
December 31, 2023	$	650.0	$	2,085.2	—	N/A



March 2025 Notes

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Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)

September 30, 2024 (unaudited)	$	500.0	$	2,072.9	—	N/A
December 31, 2023	$	500.0	$	2,085.2	—	N/A



January 2029 Notes
September 30, 2024 (unaudited)	$	550.0	$	2,072.9	—	N/A
December 31, 2023	$	550.0	$	2,085.2	—	N/A



September 2029 Notes
September 30, 2024 (unaudited)	$	500.0	$	2,072.9	—	N/A
March 2030 Notes
September 30, 2024 (unaudited)	$	1,000.0	$	2,072.9	—	N/A
March 2031 Notes
September 30, 2024 (unaudited)	$	750.0	$	2,072.9	—	N/A

(1)Total amount of each class of senior securities outstanding at the end of the period presented.

(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)Average market value per unit not applicable because the senior securities are not registered for public trading.

Credit Facilities

Revolving Credit Facility

On August 11, 2022, we entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of April 14, 2021 (as amended, restated, supplemented or otherwise modified prior to August 11, 2022). The parties to the Revolving Credit Facility include us, as Borrower, the lenders from time to time parties thereto (each a “Revolving Credit Lender” and collectively, the “Revolving Credit Lenders”) and Sumitomo Mitsui Banking Corporation, as Administrative Agent. On November 2, 2023 (the “Revolving Credit Facility First Amendment Date”), the parties to the Revolving Credit Facility entered into an amendment, including to extend the availability period and maturity date for certain lenders, convert a portion of the existing revolver availability into term loan availability, reduce the credit adjustment spread for US dollar denominated term SOFR loans to 0.10% for all tenors and make various other changes. The following describes the terms of the Revolving Credit Facility as modified through September 6, 2024.

The Revolving Credit Facility is guaranteed by certain subsidiaries of ours in existence as of the Revolving Credit Facility First Amendment Date, and will be guaranteed by certain subsidiaries of ours that are formed or acquired by us in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

As of September 6, 2024, the Revolving Credit Facility provides for, on an aggregated basis, a total of outstanding term loans and revolving credit facility commitments in the principal amount of $2.25 billion, which is comprised of (a) a term loan in a principal amount of $125.0 million and (b) subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $2.12 billion (the revolving credit facility increased from $2.05 billion to $2.12 billion on September 6, 2024). The amount available for borrowing under the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. As of September 6, 2024, maximum capacity under the Revolving Credit Facility may be increased to $2.84 billion through our exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200.0 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions.

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the Revolving Credit Facility Maturity Date, we will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

We may borrow amounts in U.S. dollars or certain other permitted currencies. As of September 6, 2024, amounts drawn under the Revolving Credit Facility in U.S. dollars will bear interest at term SOFR plus any applicable credit adjustment spread plus margin of 2.00% per annum, or the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, we may elect either term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at our option, subject to certain conditions. As of September 6, 2024, amounts drawn under the Revolving Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. As of September 6, 2024, we will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to our consolidated assets and subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.

SPV Asset Facilities

Certain of our wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, we sell and contribute certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between us and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired to the wholly owned subsidiary through our ownership of the wholly owned subsidiary. The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay our debts. The SPV Asset Facilities contain customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).

SPV Asset Facility I

On September 16, 2021 (the “SPV Asset Facility I Closing Date”), Core Income Funding I LLC (“Core Income Funding I”), a Delaware limited liability company and newly formed wholly-owned subsidiary of ours entered into a Credit Agreement (the “SPV Asset Facility I”), with Core Income Funding I, as borrower, the lenders from time to time parties thereto (the “SPV Asset Facility I Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Alter Domus (US) LLC as Document Custodian. The following describes the terms of the SPV Asset Facility I as amended through June 20, 2023 (the “SPV Asset Facility I Second Amendment Date”).

From time to time, we expect to sell and contribute certain investments to Core Income Funding I pursuant to a Sale and Contribution Agreement by and between us and Core Income Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by Core Income Funding I, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding I through our ownership of Core Income Funding I. The maximum principal amount of the Credit Facility is $525.0 million (decreased from $550.0 million on the SPV Asset Facility I Second Amendment date); the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding I’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I through September 16, 2025 unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility I (the “SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on September 16, 2033 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by Core Income Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, Core Income Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

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broadly syndicated loans to middle-market loans in the collateral. From the SPV Asset Facility I Closing Date to the SPV Asset Facility I Commitment Termination Date, there is a commitment fee that steps up during the year after the SPV Asset Facility I Closing Date from 0.00% to 0.625% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility I . The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding I, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of Core Income Funding I and on any payments received by Core Income Funding I in respect of those assets. Assets pledged to the SPV Asset Facility I Lenders will not be available to pay our debts.

Borrowings of Core Income Funding I are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility II

On October 5, 2021 (the “SPV Asset Facility II Closing Date”), Core Income Funding II LLC (“Core Income Funding II”), a Delaware limited liability company entered into a loan and financing and servicing agreement (as amended through the date here of, the “SPV Asset Facility II”), with Core Income Funding II, as borrower, us, as equityholder and service provider, the lenders from time to time parties thereto (the “SPV Asset Facility II Lenders”), Deutsche Bank AG, New York Branch, as Facility Agent, State Street Bank and Trust Company, as collateral agent, and Alter Domus (US) LLC as collateral custodian. The following describes the terms of the SPV Asset Facility II as amended through August 9, 2024 (the “SPV Asset Facility II Eighth Amendment Date”).

From time to time, we expect to sell and contribute certain loan assets to Core Income Funding II pursuant to a Sale and Contribution Agreement by and between us and Core Income Funding II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by Core Income Funding II, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding II through our ownership of Core Income Funding II. The maximum principal amount of the SPV Asset Facility II is $1.50 billion (decreased from $1.80 billion to $1.50 billion on the SPV Asset Facility II Eighth Amendment Date); the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Core Income Funding II’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.

The SPV Asset Facility II provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility II until October 5, 2026 unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “SPV Asset Facility II Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility II, the SPV Asset Facility II will mature on the date that is two years after the last day of the SPV Asset Facility II Revolving Period (the “SPV Asset Facility II Termination Date”). Prior to the SPV Asset Facility II Termination Date, proceeds received by Core Income Funding II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility II Termination Date, Core Income Funding II must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to us.

Amounts drawn under the SPV Asset Facility II bear interest at Term SOFR (or, in the case of certain SPV Asset Facility II Lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) Term SOFR, such Term SOFR not to be lower than zero) plus a spread equal to 2.15% per annum, which spread will increase (a) on and after the end of the SPV Asset Facility II Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “SPV Asset Facility II Applicable Margin”). Term SOFR may be replaced as a base rate under certain circumstances. During the SPV Asset Facility II Revolving Period, Core Income Funding II will pay an undrawn fee ranging from 0.00% to 0.25% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. During the SPV Asset Facility II Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 20% and increasing in stages to 35%, 50% and 70%) of the total commitments under the SPV Asset Facility II, Core Income Funding II will also pay a make-whole fee equal to the SPV Asset Facility II Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. Core Income Funding II will also pay Deutsche Bank AG, New York Branch, certain fees (and reimburse certain expenses) in connection with its role as facility agent. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of Core Income Funding II and on any payments received by Core Income Funding II in respect of those assets. Assets pledged to the SPV Asset Facility II Lenders will not be available to pay our debts.

Borrowings of Core Income Funding II are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

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SPV Asset Facility III

On March 24, 2022 (the “SPV Asset Facility III Closing Date”), Core Income Funding III LLC (“Core Income Funding III”), a Delaware limited liability company entered into a Credit Agreement (the “SPV Asset Facility III”), with Core Income Funding III, as borrower, the Adviser, as servicer, the lenders from time to time parties thereto (the “SPV Asset Facility III Lenders”), Bank of America, N.A., as administrative agent, State Street Bank and Trust Company, as collateral agent, Alter Domus (US) LLC as collateral custodian and Bank of America, N.A., as sole lead arranger and sole book manager. On November 21, 2023, the parties to the SPV Asset Facility III entered into an amendment, including to increase the maximum principal amount available under the facility, extend the availability period and maturity date, change the interest rate, replace Alter Domus (US) as collateral custodian with State Street Bank and Trust Company and make various other changes. The following describes the terms of SPV Asset Facility III amended through July 30, 2024 (the “SPV Asset Facility III Second Amendment Date”).

From time to time, we expect to sell and contribute certain investments to Core Income Funding III pursuant to a Sale and Contribution Agreement, dated as of the SPV Asset Facility III Closing Date, by and between the Company and Core Income Funding III. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility III will be used to finance the origination and acquisition of eligible assets by Core Income Funding III, including the purchase of such assets from the Company. We retain a residual interest in assets contributed to or acquired by Core Income Funding III through our ownership of Core Income Funding III. The maximum principal amount of the SPV Asset Facility III is $1.50 billion (increased from $1.0 billion to $1.50 billion on the SPV Asset Facility III Second Amendment Date), which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Core Income Funding III’s assets from time to time, and satisfaction of certain conditions, including certain portfolio criteria.

The SPV Asset Facility III provides for the ability to draw and redraw revolving loans under the SPV Asset Facility III for a period of up to three years after the SPV Asset Facility III Second Amendment Date unless the commitments are terminated sooner as provided in the SPV Asset Facility III (the “SPV Asset Facility III Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility III will mature on July 30, 2029 (the “SPV Asset Facility III Stated Maturity”). To the extent the commitments are terminated or permanently reduced during the first two years following the SPV Asset Facility III Closing Date, Core Income Funding III may owe a prepayment penalty. Prior to the SPV Asset Facility III Stated Maturity, proceeds received by Core Income Funding III from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility III Stated Maturity, Core Income Funding III must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

Amounts drawn in U.S. dollars are benchmarked to Daily SOFR, amounts drawn in British pounds are benchmarked to SONIA plus an adjustment of 0.11930%, amounts drawn in Canadian dollars are benchmarked to CORRA plus an adjustment of 0.29547%, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Margin. As of the SPV Asset Facility III Second Amendment Date, the “Applicable Margin” ranges from 1.60% to 2.60% depending on the composition of the collateral. The SPV Asset Facility III also allows for amounts drawn in U.S. dollars to bear interest at an alternate base rate without a spread.

Borrowings of Core Income Funding III are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility IV

On March 16, 2022 (the “SPV Facility IV Closing Date”), Core Income Funding IV LLC (“Core Income Funding IV”), a Delaware limited liability company entered into a Credit Agreement (the “SPV Asset Facility IV”), with Core Income Funding IV, as Borrower, the lenders from time to time parties thereto (the “SPV Asset Facility IV Lenders”), Sumitomo Mitsui Banking Corporation, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and Alter Domus (US) LLC as Document Custodian.

From time to time, we expect to sell and contribute certain investments to Core Income Funding IV pursuant to a Sale and Contribution Agreement, dated as of the SPV Asset Facility IV Closing Date, by and between us and Core Income Funding IV. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Facility IV will be used to finance the

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origination and acquisition of eligible assets by Core Income Funding IV, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding IV through our ownership of Core Income Funding IV. The maximum principal amount of the SPV Facility IV is $500.0 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding IV’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Facility IV provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Facility IV for a period of up to three years after the SPV Facility IV Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Facility IV (the “SPV Facility IV Commitment Termination Date”). Unless otherwise terminated, the SPV Facility IV will mature on March 16, 2033 (the “SPV Facility IV Stated Maturity”). Prior to the SPV Facility IV Stated Maturity, proceeds received by Core Income Funding IV from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Facility IV Stated Maturity, Core Income Funding IV must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

Borrowings of Core Income Funding IV are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility V

On March 9, 2023 (the “SPV Facility V Closing Date”), Core Income Funding V LLC (“Core Income Funding V”), a Delaware limited liability company entered into a loan and security agreement (the “SPV Asset Facility V”), with Core Income Funding V, as Borrower, us, as Servicer and Equityholder, the lenders from time to time parties thereto (the “SPV Asset Facility V Lenders”), Wells Fargo Bank, National Association, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, and Alter Domus (US) LLC as Collateral Custodian. The following describes the terms of SPV Asset Facility V as amended through June 28, 2024 (the “SPV Asset Facility V First Amendment Date”).

From time to time, we expect to sell and contribute certain loan assets to Core Income Funding V pursuant to a Sale and Contribution Agreement, dated as of the SPV Facility V Closing Date, by and between us and Core Income Funding V. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Facility V will be used to finance the origination and acquisition of eligible assets by Core Income Funding V, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding V through our ownership of Core Income Funding V. The maximum principal amount of the SPV Facility V is $300.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Core Income Funding V’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits and other portfolio tests.

The SPV Facility V provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Facility V for a period of up to three years after the SPV Facility V Closing Date unless such period is extended or accelerated under the terms of the SPV Facility V (the “SPV Facility V Reinvestment Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Facility V, the SPV Facility V will mature on the date that is two years after the last day of the SPV Facility V Reinvestment Period (the “SPV Facility V Maturity Date”). Prior to the SPV Facility V Maturity Date, proceeds received by Core Income Funding V from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to us, subject to certain conditions. On the SPV Facility V Maturity Date, Core Income Funding V must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to us.

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to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Facility V that are not subject to the separate, higher fee described below. On and after the six-month anniversary of the SPV Facility V Closing Date and during the SPV Facility V Reinvestment Period, if the undrawn commitments are in excess of a certain portion (initially 50% and decreasing to 30%) of the total commitments under the SPV Facility V, such portion will not be subject to the undrawn fee described above, but Core Income Funding V will pay a separate fee on this portion of the undrawn commitments equal to 1.50% multiplied by such excess undrawn commitment amount over 50% or 30% of the total commitments, as applicable. The SPV Facility V contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding V, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Facility V is secured by a perfected first priority security interest in the assets of Core Income Funding V and on any payments received by Core Income Funding V in respect of those assets. Assets pledged to the Lenders will not be available to pay our debts.

Borrowings of Core Income Funding V are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility VI

On August 29, 2023 (the “SPV Asset Facility VI Closing Date”), Core Income Funding VI LLC (“Core Income Funding VI”), a Delaware limited liability company and newly formed subsidiary of ours, entered into a Credit Agreement (the “SPV Asset Facility VI”), with Core Income Funding VI LLC, as Borrower, the lenders from time to time parties thereto (the “SPV Asset Facility VI Lenders”), The Bank of Nova Scotia, as Agent, State Street Bank and Trust Company as Collateral Agent and Alter Domus (US) LLC as Document Custodian. On March 1, 2024 (the “SPV Asset Facility VI First Amendment Date”), the parties to the SPV Asset Facility VI entered into Amendment No. 1 (the “SPV Asset Facility VI Amendment No. 1”) in order to, among other changes, convert a portion of the existing revolver availability into term loan availability, modify the eligibility criteria and concentration limitations for the assets that are included in the borrowing base calculations under the SPV Asset Facility VI. On the SPV Asset Facility VI First Amendment Date, we also consented to the assignment of the term commitment under the SPV Asset Facility VI, and all of the outstanding term loans, to Hamburg Commercial Bank AG, Luxembourg Branch.

From time to time, we expect to sell and contribute certain investments to Core Income Funding VI pursuant to a Sale and Contribution Agreement by and between us and Core Income Funding VI. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility VI will be used to finance the origination and acquisition of eligible assets by Core Income Funding VI, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding VI through our ownership of Core Income Funding VI. The maximum principal amount of the SPV Asset Facility VI is $750.0 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding VI’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Asset Facility VI provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility VI for a period of up to two years after the SPV Asset Facility VI Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility VI (the “SPV Asset Facility VI Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility VI will mature on August 29, 2032 (the “SPV Asset Facility VI Stated Maturity”). Prior to the SPV Asset Facility VI Stated Maturity, proceeds received by Core Income Funding VI from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility VI Stated Maturity, Core Income Funding VI must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

Borrowings of Core Income Funding VI are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

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SPV Asset Facility VII

On May 21, 2024 (the “SPV Asset Facility VII Closing Date”), Core Income Funding VII LLC (“Core Income Funding VII”), a Delaware limited liability company and newly formed subsidiary of ours, entered into a Credit Agreement (the “SPV Asset Facility VII”), with Core Income Funding VII LLC, as Borrower, the lenders from time to time parties thereto (the “SPV Asset Facility VII Lenders”), Citibank, N.A., as Administrative Agent, State Street Bank and Trust Company as Custodian, Collateral Agent and Collateral Administrator.

From time to time, we expect to sell and contribute certain investments to Core Income Funding VII pursuant to a Sale and Contribution Agreement by and between us and Core Income Funding VII, dated as of the SPV Asset Facility VII Closing Date. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility VII will be used to finance the origination and acquisition of eligible assets by Core Income Funding VII, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding VII through its ownership of Core Income Funding VII. The maximum principal amount of the SPV Asset Facility VII is $300.0 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to a borrowing base test (which is based on the value of Core Income Funding VII’s assets from time to time, an advance rate and concentration limitations) and satisfaction of certain conditions, including collateral quality tests.

The SPV Asset Facility VII provides for the ability to draw and redraw revolving loans under the SPV Asset Facility VII for a period of up to three years after the SPV Asset Facility VII Closing Date (the “SPV Asset Facility VII Reinvestment Period”) unless the SPV Asset Facility VII Reinvestment Period is terminated sooner as provided in the SPV Asset Facility VII. Unless otherwise terminated, the SPV Asset Facility VII will mature two years after the last day of the SPV Asset Facility VII Reinvestment Period (the “SPV Asset Facility VII Stated Maturity”). To the extent the commitments are terminated or permanently reduced during the first two years following the SPV Asset Facility Closing Date, Core Income Funding VII may owe a prepayment penalty. Prior to the SPV Asset Facility VII Stated Maturity, proceeds received by Core Income Funding VII from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility VII Stated Maturity, Core Income Funding VII must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

Borrowings of Core Income Funding VII are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

Debt Securitization Transactions

CLO VIII

On October 21, 2022 (the “CLO VIII Closing Date”), we completed a $391.7 million term debt securitization transaction (the “CLO VIII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO VIII Transaction and the secured loan borrowed in the CLO VIII Transaction were issued and incurred, as applicable, by our consolidated subsidiary Owl Rock CLO VIII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO VIII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO VIII Issuer.

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floating rate Class A-L loans (the “Class A-L Loans” and together with the CLO VIII Secured Notes, the “CLO VIII Debt”). The Class A-L Loans bear interest at three-month term SOFR plus 2.50%. The Class A-L Loans were borrowed under a loan agreement (the “A-L Loan Agreement”), dated as of the CLO VIII Closing Date, by and among the CLO VIII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO VIII Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO VIII Issuer. The CLO VIII Debt is scheduled to mature on the Payment Date (as defined in the CLO VIII Indenture) in November, 2034. The CLO VIII Secured Notes were privately placed by Natixis Securities Americas LLC as placement agent.

Concurrently with the issuance of the CLO VIII Secured Notes and the borrowing under the Class A-L Loans, the CLO VIII Issuer issued approximately $101.7 million of subordinated securities in the form of 101,675 preferred shares at an issue price of U.S.$1,000 per share (the “CLO VIII Preferred Shares”). The CLO VIII Preferred Shares were issued by the CLO VIII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VIII Debt. We purchased all of the CLO VIII Preferred Shares. We act as retention holder in connection with the CLO VIII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VIII Preferred Shares.

As part of the CLO VIII Transaction, we entered into a loan sale agreement with the CLO VIII Issuer dated as of the CLO VIII Closing Date, which provided for the sale and contribution of approximately $143.1 million funded par amount of middle-market loans from us to the CLO VIII Issuer on the CLO VIII Closing Date and for future sales from us to the CLO VIII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO VIII Debt. The remainder of the initial portfolio assets securing the CLO VIII Debt consisted of approximately $113.0 million funded par amount of middle-market loans purchased by the CLO VIII Issuer from Core Income Funding I LLC, our wholly-owned subsidiary, under an additional loan sale agreement executed on the CLO VIII Closing Date between the CLO VIII Issuer and Core Income Funding I LLC. No gain or loss was recognized as a result of these sales and contributions. We and Core Income Funding I LLC each made customary representations, warranties, and covenants to the CLO VIII Issuer under the applicable loan sale agreement.

Through November 20, 2026, a portion of the proceeds received by the CLO VIII Issuer from the loans securing the CLO VIII Debt may be used by the CLO VIII Issuer to purchase additional middle-market loans under the direction of the Adviser in its capacity as collateral manager for the CLO VIII Issuer and in accordance with our investing strategy and ability to originate eligible middle-market loans.

The Adviser will serve as collateral manager for the CLO VIII Issuer under a collateral management agreement dated as of the CLO VIII Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO VIII Issuer’s equity or notes owned by us.

CLO XI

On May 24, 2023 (the “CLO XI Closing Date”), we completed a $395.8 million term debt securitization transaction (the “CLO XI Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO XI Transaction and the secured loan borrowed in the CLO XI Transaction were issued and incurred, as applicable, by our consolidated subsidiary Owl Rock CLO XI, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XI Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XI Issuer.

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Trust Company, as collateral trustee and loan agent. The CLO XI Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the Issuer. The CLO XI Debt is scheduled to mature on the Payment Date (as defined in the CLO XI Indenture) in May, 2035. The CLO XI Secured Notes were privately placed by SMBC Nikko Securities America, Inc. as Initial Purchaser.

We act as retention holder in connection with the CLO XI Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XI Preferred Shares.

As part of the CLO XI Transaction, we entered into a loan sale agreement with the CLO XI Issuer dated as of the CLO XI Closing Date, which provided for the contribution of approximately $96.4 million funded par amount of middle-market loans from us to the CLO XI Issuer on the CLO XI Closing Date and for future sales from us to the CLO XI Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XI Debt. No gain or loss was recognized as a result of these sales and contributions. The remainder of the initial portfolio assets securing the CLO XI Debt consisted of approximately $260.6 million funded par amount of middle-market loans purchased by the CLO XI Issuer from Core Income Funding IV LLC, our wholly-owned subsidiary, under an additional loan sale agreement executed on the CLO XI Closing Date between the CLO XI Issuer and Core Income Funding IV LLC (the “Core Income Funding IV Loan Sale Agreement”). We and Core Income Funding IV LLC each made customary representations, warranties, and covenants to the CLO XI Issuer under the applicable loan sale agreement.

Through May 15, 2027, a portion of the proceeds received by the CLO XI Issuer from the loans securing the CLO XI Debt may be used by the CLO XI Issuer to purchase additional middle-market loans under the direction of Blue Owl Credit Advisors LLC (“OCA”), our investment advisor, in its capacity as collateral manager for the CLO XI Issuer and in accordance with our investing strategy and ability to originate eligible middle-market loans.

The Adviser will serve as collateral manager for the CLO XI Issuer under a collateral management agreement dated as of the CLO XI Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO XI Issuer’s equity or notes owned by us.

CLO XII

On July 18, 2023 (the “CLO XII Closing Date”), we completed a $396.5 million term debt securitization transaction (the “CLO XII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO XII Transaction and the secured loan borrowed in the CLO XII Transaction were issued and incurred, as applicable, by our consolidated subsidiary Owl Rock CLO XII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XII Issuer.

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middle-market loans and other assets of the CLO XII Issuer. The CLO XII Debt is scheduled to mature on the Payment Date (as defined in the CLO XII Indenture) in July, 2034. The CLO XII Secured Notes were privately placed by BofA Securities, Inc. as Initial Purchaser.

Concurrently with the issuance of the CLO XII Secured Notes and the borrowing under the CLO XII Class A-1L Loans, the CLO XII Issuer issued approximately $136.5 million of subordinated securities in the form of 136,500 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XII Preferred Shares”). The CLO XII Preferred Shares were issued by the CLO XII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XII Debt. We purchased all of the CLO XII Preferred Shares. We act as retention holder in connection with the CLO XII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XII Preferred Shares.

As part of the CLO XII Transaction, we entered into a loan sale agreement with the CLO XII Issuer dated as of the CLO XII Closing Date (the “CLO XII OCIC Loan Sale Agreement”), which provided for the contribution of approximately $78.0 million funded par amount of middle-market loans from us to the CLO XII Issuer on the CLO XII Closing Date and for future sales from us to the CLO XII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XII Debt. The remainder of the initial portfolio assets securing the CLO XII Debt consisted of approximately $295.7 million funded par amount of middle-market loans purchased by the CLO XII Issuer from Core Income Funding III LLC, a wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the CLO XII Closing Date between the CLO XII Issuer and Core Income Funding III LLC (the “CLO XII Core Income Funding III Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. We and Core Income Funding III LLC each made customary representations, warranties, and covenants to the CLO XII Issuer under the applicable loan sale agreement.

Through July 20, 2026, a portion of the proceeds received by the CLO XII Issuer from the loans securing the CLO XII Debt may be used by the CLO XII Issuer to purchase additional middle-market loans under the direction of the Adviser in its capacity as collateral manager for the CLO XII Issuer and in accordance with our investing strategy and ability to originate eligible middle-market loans.

The Adviser will serve as collateral manager for the CLO XII Issuer under a collateral management agreement dated as of the CLO XII Closing Date (the “Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO XII Issuer’s equity or notes owned by us.

CLO XV

On January 30, 2024 (the “CLO XV Closing Date”), we completed a $478.0 million term debt securitization transaction (the “CLO XV Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO XV Transaction and the secured loan borrowed in the CLO XV Transaction were issued and incurred, as applicable, by our consolidated subsidiary Owl Rock CLO XV, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XV Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XV Issuer.

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the collateral securing the CLO XV Secured Notes. We purchased all of the CLO XV Preferred Shares. We act as retention holder in connection with the CLO XV Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XV Preferred Shares.

As part of the CLO XV Transaction, we entered into a loan sale agreement with the CLO XV Issuer dated as of the CLO XV Closing Date (the “CLO XV OCIC Loan Sale Agreement”), which provided for the contribution of approximately $115.4 million funded par amount of middle-market loans from us to the CLO XV Issuer on the CLO XV Closing Date and for future sales from us to the CLO XV Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XV Secured Notes. The remainder of the initial portfolio assets securing the CLO XV Secured Notes consisted of approximately $329.7 million funded par amount of middle-market loans purchased by the CLO XV Issuer from Core Income Funding I LLC, our wholly-owned subsidiary, under an additional loan sale agreement executed on the CLO XV Closing Date between the CLO XV Issuer and Core Income Funding I LLC (the “CLO XV Core Income Funding I Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. We and Core Income Funding I LLC each made customary representations, warranties, and covenants to the CLO XV Issuer under the applicable loan sale agreement.

Through January 20, 2028, a portion of the proceeds received by the CLO XV Issuer from the loans securing the CLO XV Secured Notes may be used by the CLO XV Issuer to purchase additional middle-market loans under the direction of the Adviser in its capacity as collateral manager for the CLO XV Issuer and in accordance with our investing strategy and ability to originate eligible middle-market loans.

The CLO XV Secured Notes is the secured obligation of the CLO XV Issuer, and the CLO XV Indenture each include customary covenants and events of default. The CLO XV Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XV Issuer under a collateral management agreement dated as of the CLO XV Closing Date (the “Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO XV Issuer’s equity or notes owned by us.

CLO XVI

On March 7, 2024 (the “CLO XVI Closing Date”), we completed a $597.0 million term debt securitization transaction (the “CLO XVI Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO XVI Transaction and the secured loan borrowed in the CLO XVI Transaction were issued and incurred, as applicable, by our consolidated subsidiary Owl Rock CLO XVI, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XVI Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XVI Issuer.

The CLO XVI Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO XVI Closing Date (the “CLO XVI Indenture”), by and among the CLO XVI Issuer and State Street Bank and Trust Company: (i) $342.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.00%, (ii) $48.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 2.50% and (iii) $30.0 million of A(sf) Class C Notes, which bear interest at three-month term SOFR plus 3.30% (together, the “CLO XVI Secured Notes”). The CLO XVI Secured Notes are secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XVI Issuer. The CLO XVI Debt is scheduled to mature on the Payment Date (as defined in the CLO XVI Indenture) in April, 2036. The CLO XVI Secured Notes were privately placed by Deutsche Bank Securities Inc. as Initial Purchaser.

Concurrently with the issuance of the CLO XVI Secured Notes, the CLO XVI Issuer issued approximately $177.0 million of subordinated securities in the form of 177,000 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XVI Preferred Shares”). The CLO XVI Preferred Shares were issued by the CLO XVI Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XVI Debt. We purchased all of the CLO XVI Preferred Shares. We act as retention holder in connection with the CLO XVI Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XVI Preferred Shares.

As part of the CLO XVI Transaction, we entered into a loan sale agreement with the CLO XVI Issuer dated as of the CLO XVI Closing Date (the “OCIC CLO XVI Loan Sale Agreement”), which provided for the contribution of approximately $206.6 million

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funded par amount of middle-market loans from us to the CLO XVI Issuer on the CLO XVI Closing Date and for future sales from us to the CLO XVI Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XVI Secured Notes. The remainder of the initial portfolio assets secured the CLO XVI Secured Notes consisted of approximately $356.5 million funded par amount of middle-market loans purchased by the CLO XVI Issuer from Core Income Funding II LLC, our wholly-owned subsidiary, under an additional loan sale agreement executed on the CLO XVI Closing Date between the CLO XVI Issuer and Core Income Funding II LLC (the “CLO XVI Core Income Funding II Loan Sale Agreement”). We and Core Income Funding II LLC each made customary representations, warranties, and covenants to the CLO XVI Issuer under the applicable loan sale agreement. No gain or loss was recognized as a result of these sales and contributions.

Through April 20, 2028, a portion of the proceeds received by the CLO XVI Issuer from the loans securing the CLO XVI Secured Notes may be used by the CLO XVI Issuer to purchase additional middle-market loans under the direction of the Adviser in its capacity as collateral manager for the CLO XVI Issuer and in accordance with our investing strategy and ability to originate eligible middle-market loans.

The Adviser will serve as collateral manager for the CLO XVI Issuer under a collateral management agreement dated as of the CLO XVI Closing Date (the “Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO XVI Issuer’s equity or notes owned by us.

CLO XVII

On July 18, 2024 (the “CLO XVII Closing Date”), we completed a $500.59 million term debt securitization transaction (the “CLO XVII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO XVII Transaction and the secured loan borrowed in the CLO XVII Transaction were issued and incurred, as applicable, by our consolidated subsidiary Owl Rock CLO XVII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XVII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XVII Issuer.

Concurrently with the issuance of the CLO XVII Secured Notes, the CLO XVII Issuer issued approximately $175.59 million of subordinated securities in the form of 177,590 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XVII Preferred Shares”). The CLO XVII Preferred Shares were issued by the CLO XVII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XVII Debt. We purchased all of the CLO XVII Preferred Shares. We act as retention holder in connection with the CLO XVII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XVII Preferred Shares.

As part of the CLO XVII Transaction, we entered into a loan sale agreement with the CLO XVII Issuer dated as of the CLO XVII Closing Date (the “CLO XVII OCIC Loan Sale Agreement”), which provided for the contribution of approximately $463.204 million funded par amount of middle-market loans from us to the CLO XVII Issuer on the CLO XVII Closing Date and for future sales from us to the CLO XVII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XVII Secured Notes. The remainder of the initial portfolio assets secured the CLO XVII Secured Notes consisted of approximately $11.987 million funded par amount of middle-market loans purchased by the CLO XVII Issuer from Core Income Funding I LLC, a wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the CLO XVII Closing Date between the CLO XVII

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Issuer and Core Income Funding I LLC (the “CLO XVII Core Income Funding I Loan Sale Agreement”). We and Core Income Funding I LLC each made customary representations, warranties, and covenants to the CLO XVII Issuer under the applicable loan sale agreement. No gain or loss was recognized as a result of these sales and contributions.

Through the Payment Date in July 2028, a portion of the proceeds received by the CLO XVII Issuer from the loans securing the CLO XVII Secured Notes may be used by the CLO XVII Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO XVII Issuer and in accordance with our investing strategy and ability to originate eligible middle-market loans.

The CLO XVII Secured Notes are the secured obligation of the CLO XVII Issuer, and the CLO XVII Indenture includes customary covenants and events of default. The CLO XVII Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XVII Issuer under a collateral management agreement dated as of the CLO XVII Closing Date (the “CLO XVII Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO XVII Issuer’s equity or notes owned by us.

CLO XVIII

On July 12, 2024 (the “CLO XVIII Closing Date”), we completed a $399.80 million term debt securitization transaction (the “CLO XVIII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO XVIII Transaction and the secured loan borrowed in the CLO XVIII Transaction were issued and incurred, as applicable, by our consolidated subsidiary Owl Rock CLO XVIII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XVIII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XVIII Issuer.

Concurrently with the issuance of the CLO XVIII Secured Notes, the CLO XVIII Issuer issued approximately $139.8 million of subordinated securities in the form of 139,800 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XVIII Preferred Shares”). The CLO XVIII Preferred Shares were issued by the CLO XVIII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XVIII Debt. We purchased all of the CLO XVIII Preferred Shares. We acts as retention holder in connection with the CLO XVIII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XVIII Preferred Shares.

As part of the CLO XVIII Transaction, we entered into a loan sale agreement with the CLO XVIII Issuer dated as of the CLO XVIII Closing Date (the “CLO XVIII OCIC Loan Sale Agreement”), which provided for the contribution of approximately $246.228 million funded par amount of middle-market loans from us to the CLO XVIII Issuer on the CLO XVIII Closing Date and for future sales from us to the CLO XVIII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XVIII Secured Notes. The remainder of the initial portfolio assets secured the CLO XVIII Secured Notes consisted of approximately $146.385 million funded par amount of middle-market loans purchased by the CLO XVIII Issuer from Core Income Funding IV LLC, a wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the CLO XVIII Closing Date between the CLO XVIII Issuer and Core Income Funding IV LLC (the “CLO XVIII Core Income Funding IV Loan Sale

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Agreement”). We and Core Income Funding IV LLC each made customary representations, warranties, and covenants to the CLO XVIII Issuer under the applicable loan sale agreement. No gain or loss was recognized as a result of these sales and contributions.

Through the Payment Date in July 2029, a portion of the proceeds received by the CLO XVIII Issuer from the loans securing the CLO XVIII Debt may be used by the CLO XVIII Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO XVIII Issuer and in accordance with our investing strategy and ability to originate eligible middle-market loans.

The Adviser will serve as collateral manager for the CLO XVIII Issuer under a collateral management agreement dated as of the CLO XVIII Closing Date (the “CLO XVIII Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO XVIII Issuer’s equity or notes owned by us.

Unsecured Notes

On November 30, 2022, we entered into an agreement of removal, appointment and acceptance (the “Tripartite Agreement”), with Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (the “Retiring Trustee”) and Trust Bank (the “Successor Trustee”), with respect to the Indenture, dated September 23, 2021 between us and the Retiring Trustee (the “Base Indenture”), the first supplemental indenture, dated September 23, 2021 (the “First Supplemental Indenture”) between us and the Retiring Trustee, the second supplemental indenture, dated February 8, 2022 (the “Second Supplemental Indenture”) between us and the Retiring Trustee, the third supplemental indenture, dated March 29, 2022 (the “Third Supplemental Indenture”) between us and the Retiring Trustee, and the fourth Supplemental Indenture, dated September 16, 2022 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”) between us and the Retiring Trustee.

September 2026 Notes

On September 23, 2021, we issued $350.0 million aggregate principal amount of 3.125% notes due 2026 (the notes initially issued on September 23, 2021, together with the registered notes issued in the exchange offer described below, the “September 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. When initially issued, the September 2026 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.

The September 2026 Notes were issued pursuant to the Base Indenture, and the First Supplemental Indenture (together, the “September 2026 Indenture”). The September 2026 Notes will mature on September 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the September 2026 Indenture. The September 2026 Notes initially bear interest at a rate of 3.125% per year payable semi-annually on March 23 and September 23 of each year, commencing on March 23, 2022. Concurrent with the issuance of the September 2026 Notes, we entered into a Registration Rights (the “September 2026 Registration Rights Agreement”) Agreement for the benefit of the purchasers of the September 2026 Notes. Pursuant to the terms of the September 2026 Registration Rights Agreement, we filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the notes initially issued on September 23, 2021 for newly issuer registered notes with substantially similar terms, which expired on August 23, 2022 and was completed promptly thereafter.

The September 2026 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the September 2026 Notes. The

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September 2026 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior. The September 2026 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The September 2026 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The September 2026 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2026 Notes and the Successor Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the September 2026 Indenture.

In addition, if a change of control repurchase event, as defined in the September 2026 Indenture, occurs prior to maturity, holders of the September 2026 Notes will have the right, at their option, to require us to repurchase for cash some or all of the September 2026 Notes at a repurchase price equal to 100% of the aggregate principal amount of the September 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

February 2027 Notes

On February 8, 2022, we issued $500.0 million aggregate principal amount of 4.70% notes due 2027 (the notes initially issued on February 8, 2022, together with the registered notes issued in the exchange offer described below, the “February 2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. When initially issued, the February 2027 Notes were not been registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.

The February 2027 Notes were issued pursuant to the Base Indenture and the Second Supplemental Indenture (together, the “February 2027 Indenture”). The February 2027 Notes will mature on February 8, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the February 2027 Indenture. The February 2027 Notes initially bear interest at a rate of 4.70% per year payable semi-annually on February 8 and August 8 of each year, commencing on August 8, 2022. Concurrent with the issuance of the February 2027 Notes we entered into a Registration Rights Agreement (the “February 2027 Registration Rights Agreement”) for the benefit of the purchasers of the February 2027 Notes. Pursuant to the terms of the February 2027 Registration Rights Agreement we filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the notes initially issued on February 8, 2022 for newly issuer registered notes with substantially similar terms, which expired on August 23, 2022 and was completed promptly thereafter.

The February 2027 Notes are our direct, general unsecured obligations and will rank senior in right of payment to all of its future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the February 2027 Notes. The February 2027 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the 2027 Notes. The February 2027 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The February 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The February 2027 Indenture contains certain covenants, including covenants requiring us to (i) comply with asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the February 2027 Notes and the Successor Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture. In addition, if a change of control repurchase event, as defined in the February 2027 Indenture, occurs prior to maturity, holders of the February 2027 Notes will have the right, at their option, to require us to repurchase for cash some or all of the February 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

March 2025 Notes

On March 29, 2022, we issued $500.0 million aggregate principal amount of its 5.500% notes due 2025 (the notes initially issued on March 29, 2022, together with the registered notes issued in the exchange offer described below, the “March 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchasers to persons they reasonably believe to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. When initially issued, the March 2025 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.

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The March 2025 Notes were issued pursuant to the Base Indenture and the Third Supplemental Indenture (together, the “March 2025 Indenture”). The March 2025 Notes will mature on March 21, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the March 2025 Indenture. The March 2025 Notes bear interest at a rate of 5.500% per year payable semi-annually on March 21 and September 21 of each year, commencing on September 21, 2022. Concurrent with the issuance of the March 2025 Notes, we in connection with the offering, we entered into a Registration Rights Agreement, dated as of March 29, 2022 (the “March 2025 Registration Rights Agreement”), for the benefit of the purchasers of the March 2025 Notes. Pursuant to the terms of the March 2025 Registration Rights Agreement, we filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the notes initially issued on March 29, 2022 for newly issuer registered notes with substantially similar terms, which expired on August 23, 2022 and was completed promptly thereafter.

The March 2025 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the March 2025 Notes. The March 2025 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the March 2025 Notes. The March 2025 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we secures) to the extent of the value of the assets securing such indebtedness. The March 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The March 2025 Indenture contains certain covenants, including covenants requiring us to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the March 2025 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2025 Notes and the Successor Trustee if the we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the March 2025 Indenture. In addition, if a change of control repurchase event, as defined in the March 2025 Indenture, occurs prior to maturity, holders of the March 2025 Notes will have the right, at their option, to require us to repurchase for cash some or all of the March 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the March 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

September 2027 Notes

On September 16, 2022, we issued $600.0 million aggregate principal amount of 7.750% notes due 2027 (the notes initially issued on September 16, 2022, together with the registered notes issued in the exchange offer described below, the “September 2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. When initially issued, the September 2027 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.

The September 2027 Notes were issued pursuant to the Base Indenture and the Fourth Supplemental Indenture (together, the “September 2027 Indenture”). The September 2027 Notes will mature on September 16, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the September 2027 Indenture. The September 2027 Notes bear interest at a rate of 7.750% per year payable semi-annually on March 16 and September 16 of each year, commencing on March 16, 2023. Concurrent with the issuance of the September 2027 Notes, we entered into a Registration Rights Agreement (the “September 2027 Registration Rights Agreement”) for the benefit of the purchasers of the September 2027 Notes. Pursuant to the terms of the September 2027 Registration Rights Agreement, we filed a registration statement with the SEC and, on July 12, 2023, commenced an offer to exchange the notes initially issued on September 16, 2022 for newly issuer registered notes with substantially similar terms, which expired on August 23, 2023 and was completed promptly thereafter.

The September 2027 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the September 2027 Notes. The September 2027 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the September 2027 Notes. The September 2027 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The September 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The September 2027 Indenture contains certain covenants, including covenants requiring us to (i) comply with Section 18(a)(1)(A) of the 1940 Act whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2027 Notes and the Successor Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the September 2027 Indenture.

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In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the September 2027 Notes will have the right, at their option, to require us to repurchase for cash some or all of the September 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the September 2027 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the September 2027 Notes, on October 18, 2022 we entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $600.0 million. We will receive fixed rate interest at 7.750% and pay variable rate interest based on SOFR plus 3.84%. The interest rate swaps mature on September 16, 2027. For the three months ended September 30, 2024, we made periodic payments of $4.8 million and for the nine months ended September 30, 2024, we made periodic payments of $9.5 million. For the three months ended September 30, 2023, we made periodic payments of $4.2 million and for the nine months ended September 30, 2023, we made periodic payments of $4.9 million. The interest expense related to the September 2027 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $11.3 million ($1.9 million net of the present value of the cash flows of the September 2027 Notes). As of December 31, 2023, the interest rate swap had a fair value of $6.5 million ($1.1 million net of the present value of the cash flows of the September 2027 Notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on our Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the September 2027 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 5. Debt.”

June 2028 Notes

On June 13, 2023, we issued $500.0 million aggregate principal amount of our 7.950% notes due 2028 and on July 14, we issued an additional $150.0 million aggregate principal amount of our 7.950% notes due 2028 (together, the “June 2028 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The June 2028 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The June 2028 Notes were issued pursuant to the Base Indenture and the Fifth Supplemental Indenture (together with the Base Indenture, the “June 2028 Indenture”), between us and the Trustee. The June 2028 Notes will mature on June 13, 2028 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the June 2028 Indenture. The June 2028 Notes bear interest at a rate of 7.950% per year payable semi-annually on June 13 and December 13 of each year, commencing on December 13, 2023. Concurrent with the issuance of the June 2028 Notes, we entered into a Registration Rights Agreement (the “June 2028 Registration Rights Agreement”) for the benefit of the purchasers of the June 2028 Notes. Pursuant to the June 2028 Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the June 2028 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the June 2028 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use our commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the June 2028 Notes. If we fail to satisfy our registration obligations under the June 2028 Registration Rights Agreement, we will be required to pay additional interest to the holders of the June 2028 Notes. We filed a registration statement with the SEC and, on April 18, 2024, commenced an offer to exchange the June 2028 Notes for newly issued registered notes with substantially similar terms. See Note 12. “Subsequent Events.”

The June 2028 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the June 2028 Notes. The June 2028 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the June 2028 Notes. The June 2028 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The June 2028 Notes will rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The June 2028 Indenture contains certain covenants, including covenants requiring us to (i) comply with Section 18(a)(1)(A) of the 1940 Act whether or not we are subject to those requirements, and (ii) provide financial information to the holders of the June 2028 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the June 2028 Indenture.

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equal to 100% of the aggregate principal amount of the June 2028 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the June 2028 Notes, on February 16, 2024 we entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $650.0 million. We will receive fixed rate interest at 7.950% and pay variable rate interest based on SOFR plus 3.79%. The interest rate swaps mature on May 13, 2028. For the three and nine months ended September 30, 2024, we made periodic payments of $2.6 million. The interest expense related to the June 2028 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $17.3 million ($1.3 million net of the present value of the cash flows of the June 2028 Notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on our Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the June 2028 Notes, with the remaining difference included as a component of interest expense on our Consolidated Statements of Operations.

January 2029 Notes

On December 4, 2023, we issued $550.0 million aggregate principal amount of our 7.750% notes due 2029 (the “January 2029 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The January 2029 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The January 2029 Notes were issued pursuant to the Base Indenture and a Sixth Supplemental Indenture, dated as of December 4, 2023 (the “Sixth Supplemental Indenture” and together with the Base Indenture, the “January 2029 Indenture”), between us and the Trustee. The January 2029 Notes will mature on January 15, 2029 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the January 2029 Indenture. The January 2029 Notes bear interest at a rate of 7.750% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2024. Concurrent with the issuance of the January 2029 Notes, we entered into a Registration Rights Agreement (the “January 2029 Registration Rights Agreement”) for the benefit of the purchasers of the January 2029 Notes. Pursuant to the January 2029 Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the January 2029 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the January 2029 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use our commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the January 2029 Notes. If we fail to satisfy our registration obligations under the January 2029 Registration Rights Agreement, we will be required to pay additional interest to the holders of the January 2029 Notes. We filed a registration statement with the SEC and, on April 18, 2024, commenced an offer to exchange the January 2029 Notes for newly issued registered notes with substantially similar terms. See Note 12. “Subsequent Events.”

The January 2029 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the January 2029 Notes. The January 2029 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior, to the January 2029 Notes. The January 2029 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The January 2029 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The January 2029 Indenture contains certain covenants, including covenants requiring us to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the January 2029 Notes are outstanding, whether or not we are subject to those requirements, and (ii) provide financial information to the holders of the January 2029 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the January 2029 Indenture.

In addition, if a change of control repurchase event, as defined in the January 2029 Indenture, occurs prior to maturity, holders of the January 2029 Notes will have the right, at their option, to require us to repurchase for cash some or all of the January 2029 Notes at a repurchase price equal to 100% of the aggregate principal amount of the January 2029 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the January 2029 Notes, on November 28, 2023 we entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $550.0 million. We will receive fixed rate interest at 7.750% and pay variable

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rate interest based on SOFR plus 3.647%. The interest rate swaps mature on January 15, 2029. For the three and nine months ended September 30, 2024, we made periodic payments of $4.8 million. The interest expense related to the January 2029 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $16.6 million ($1.9 million net of the present value of the cash flows of the January 2029 Notes). As of December 31, 2023, the interest rate swap had a fair value of $12.1 million ($1.5 million net of the present value of the cash flows of the January 2029 notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on our Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the January 2029 Notes, with the remaining difference included as a component of interest expense on our Consolidated Statements of Operations.

September 2029 Notes

On May 14, 2024, we issued $500.0 million aggregate principal amount of its 6.600% notes due 2029 (the “September 2029 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act and non-U.S> persons outside the United States in compliance with Regulation S under the Securities Act. The September 2029 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The September 2029 Notes were issued pursuant to the Base Indenture and an Eighth Supplemental Indenture, dated as of May 14, 2024 (the “Eighth Supplemental Indenture” and together with the Base Indenture, the “September 2029 Indenture”), between us and the Trustee. The September 2029 Notes will mature on September 15, 2029 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the September 2029 Indenture. The September 2029 Notes bear interest at a rate of 6.600% per year payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2024. Concurrent with the issuance of the September 2029 Notes, we entered into a Registration Rights Agreement (the “September 2029 Registration Rights Agreement”) for the benefit of the purchasers of the September 2029 Notes. Pursuant to the September 2029 Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the September 2029 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the September 2029 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the September 2029 Notes. If we fail to satisfy its registration obligations under the September 2029 Registration Rights Agreement, it will be required to pay additional interest to the holders of the September 2029 Notes.

The September 2029 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the September 2029 Notes. The September 2029 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior, to the September 2029 Notes. The September 2029 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The September 2029 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The September 2029 Indenture contains certain covenants, including covenants requiring us to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the September 2029 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2029 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the September 2029 Indenture.

In addition, if a change of control repurchase event, as defined in the September 2029 Indenture, occurs prior to maturity, holders of the September 2029 Notes will have the right, at their option, to require us to repurchase for cash some or all of the September 2029 Notes at a repurchase price equal to 100% of the aggregate principal amount of the September 2029 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the September 2029 Notes, on May 14, 2024 we entered into a bilateral interest rate swap. The notional amount of the interest rate swap is $500.0 million. We will receive fixed rate interest at 6.600% and pay variable rate interest based on SOFR plus 2.337%. The interest rate swap matures on August 15, 2029. For the three and nine months ended September 30, 2024, we made periodic payments of $2.2 million. The interest expense related to the September 2029 Notes is equally offset by the proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $21.6 million ($1.8 million net of the present value of the cash flows of the September 2029 Notes). Depending on the nature of the balance at

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period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on our Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the September 2029 Notes, with the remaining difference included as a component of interest expense on our Consolidated Statements of Operations.

March 2030 Notes

On September 13, 2024, we issued $1.00 billion aggregate principal amount of its 5.800% notes due 2030 (the “March 2030 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant Rule 144A under the Securities Act and non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The March 2030 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The March 2030 Notes were issued pursuant to the Base Indenture and a Ninth Supplemental Indenture, dated as of September 13, 2024 (the “Ninth Supplemental Indenture” and together with the Base Indenture, the “March 2030 Indenture”), between the us and the Trustee. The March 2030 Notes will mature on March 15, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the March 2030 Indenture. The March 2030 Notes bear interest at a rate of 5.800% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2025. Concurrent with the issuance of the March 2030 Notes, we entered into a Registration Rights Agreement (the “March 2030 Registration Rights Agreement”) for the benefit of the purchasers of the March 2030 Notes. Pursuant to the March 2030 Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the March 2030 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the March 2030 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the March 2030 Notes. If we fail to satisfy its registration obligations under the March 2030 Registration Rights Agreement, it will be required to pay additional interest to the holders of the March 2030 Notes.

The March 2030 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of the our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the March 2030 Notes. The March 2030 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior, to the March 2030 Notes. The March 2030 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secures) to the extent of the value of the assets securing such indebtedness. The March 2030 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The March 2030 Indenture contains certain covenants, including covenants requiring us to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the March 2030 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the March 2030 Indenture.

In addition, if a change of control repurchase event, as defined in the March 2030 Indenture, occurs prior to maturity, holders of the March 2030 Notes will have the right, at their option, to require us to repurchase for cash some or all of the March 2030 Notes at a repurchase price equal to 100% of the aggregate principal amount of the March 2030 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the March 2030 Notes, on September 10, 2024 we entered into a bilateral interest rate swaps. The notional amount of the interest rate swaps is $1.00 billion. We will receive fixed rate interest at 5.800% and pay variable rate interest based on SOFR plus 2.619%. The interest rate swaps mature on February 15, 2030. For the three and nine months ended September 30, 2024, we did not make a periodic payment. The interest expense related to the March 2030 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $(10.4) million ($(4.6) million net of the present value of the cash flows of the March 2030 Notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on our Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the March 2030 Notes, with the remaining difference included as a component of interest expense on our Consolidated Statements of Operations.

207

March 2031 Notes

On February 1, 2024, we issued $750.0 million aggregate principal amount of its 6.650% notes due 2031 (the “March 2031 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The March 2031 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The March 2031 Notes were issued pursuant to the Base Indenture and a Seventh Supplemental Indenture, dated as of February 1, 2024 (the “Seventh Supplemental Indenture” and together with the Base Indenture, the “March 2031 Indenture”), between us and the Trustee. The March 2031 Notes will mature on March 15, 2031 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the March 2031 Indenture. The March 2031 Notes bear interest at a rate of 6.650% per year payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2024. Concurrent with the issuance of the March 2031 Notes, we entered into a Registration Rights Agreement (the “March 2031 Registration Rights Agreement”) for the benefit of the purchasers of the March 2031 Notes. Pursuant to the March 2031 Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the March 2031 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the March 2031 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the March 2031 Notes. If we fail to satisfy its registration obligations under the March 2031 Registration Rights Agreement, it will be required to pay additional interest to the holders of the March 2031 Notes. The Company filed a registration statement with the SEC and, on April 18, 2024, commenced an offer to exchange the March 2031 Notes for newly issued registered notes with substantially similar terms. See Note 12. “Subsequent Events.”

The March 2031 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the March 2031 Notes. The March 2031 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior, to the March 2031 Notes. The March 2031 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secures) to the extent of the value of the assets securing such indebtedness. The March 2031 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The March 2031 Indenture contains certain covenants, including covenants requiring us to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the March 2031 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2031 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the March 2031 Indenture.

In addition, if a change of control repurchase event, as defined in the March 2031 Indenture, occurs prior to maturity, holders of the March 2031 Notes will have the right, at their option, to require us to repurchase for cash some or all of the March 2031 Notes at a repurchase price equal to 100% of the aggregate principal amount of the March 2031 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the March 2031 Notes, on January 29, 2024 we entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $750.0 million. We will receive fixed rate interest at 6.650% and pay variable rate interest based on SOFR plus 2.902%. The interest rate swaps mature on January 15, 2031. For the three and nine months ended September 30, 2024, we made periodic payments of $8.5 million. The interest expense related to the March 2031 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $18.2 million ($0.9 million net of the present value of the cash flows of the March 2031 Notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on our Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the March 2031 Notes, with the remaining difference included as a component of interest expense on our Consolidated Statements of Operations.

208

Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, we may enter into commitments to fund investments. As of the following periods, we had the following outstanding commitments to fund investments in current portfolio companies:


Portfolio Company	Investment	September 30, 2024		December 31, 2023
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	$	61,262	$	8,444
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	41,184		309
ACR Group Borrower, LLC	First lien senior secured delayed draw term loan	835		—
ACR Group Borrower, LLC	First lien senior secured revolving loan	687		425
Activate Holdings (US) Corp. (dba Absolute Software)	First lien senior secured revolving loan	352		282
Aerosmith Bidco Limited (dba Audiotonix)	First lien senior secured multi-draw term loan	34,135		—
Aerosmith Bidco Limited (dba Audiotonix)	First lien senior secured multi-draw term loan	74,206		—
Aerosmith Bidco Limited (dba Audiotonix)	First lien senior secured multi-currency revolving loan	44,919		—
AI Titan Parent, Inc. (dba Prometheus Group)	First lien senior secured delayed draw term loan	6,792		—
AI Titan Parent, Inc. (dba Prometheus Group)	First lien senior secured revolving loan	4,245		—
Alera Group, Inc.	First lien senior secured delayed draw term loan	31,871		45,858
Allied Benefit Systems Intermediate LLC	First lien senior secured delayed draw term loan	—		3,247
AlphaSense, Inc.	First lien senior secured delayed draw term loan	716		—
AlphaSense, Inc.	First lien senior secured delayed draw term loan	707		—
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	22,244		26,966
AmeriLife Holdings LLC	First lien senior secured revolving loan	16,273		16,273
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	—		5,457
Anaplan, Inc.	First lien senior secured revolving loan	16,528		16,528
Apex Service Partners, LLC	First lien senior secured revolving loan	4,002		7,080
Apex Service Partners, LLC	First lien senior secured delayed draw term loan	—		17,957
Appfire Technologies, LLC	First lien senior secured delayed draw term loan	6,550		10,587
Appfire Technologies, LLC	First lien senior secured delayed draw term loan	2,688		—
Appfire Technologies, LLC	First lien senior secured revolving loan	1,633		1,260
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured delayed draw term loan	9,925		—
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured revolving loan	7,282		—
Aramsco, Inc.	First lien senior secured delayed draw term loan	7,797		7,797

209


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Arctic Holdco, LLC (dba Novvia Group)	First lien senior secured delayed draw term loan	2,422	9,688
Artifact Bidco, Inc. (dba Avetta)	First lien senior secured delayed draw term loan	3,793	—
Artifact Bidco, Inc. (dba Avetta)	First lien senior secured revolving loan	754	—
Artifact Bidco, Inc. (dba Avetta)	First lien senior secured revolving loan	1,956	—
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	3,404	3,404
Associations, Inc.	First lien senior secured delayed draw term loan	31,686	507
Associations, Inc.	First lien senior secured revolving loan	25,388	3,123
Aurelia Netherlands Midco 2 B.V. (f/k/a Adevinta)	First lien senior secured NOK term loan	—	31,898
Aurelia Netherlands Midco 2 B.V. (f/k/a Adevinta)	First lien senior secured EUR term loan	—	30,482
Aurelia Netherlands Midco 2 B.V. (f/k/a Adevinta)	First lien senior secured EUR revolving loan	—	3,387
Avalara, Inc.	First lien senior secured revolving loan	7,045	7,045
AWP Group Holdings, Inc.	First lien senior secured delayed draw term loan	3,723	7,024
AWP Group Holdings, Inc.	First lien senior secured revolving loan	5,805	4,557
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured delayed draw term loan	4,489	—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured revolving loan	1,995	—
Baker Tilly Advisory Group, L.P.	First lien senior secured delayed draw term loan	14,940	—
Baker Tilly Advisory Group, L.P.	First lien senior secured revolving loan	20,935	—
Bamboo US BidCo LLC	First lien senior secured delayed draw term loan	7,820	14,060
Bamboo US BidCo LLC	First lien senior secured revolving loan	20,128	20,128
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	1,593	1,275
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	21,926	26,528
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	2,172	3,207
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	161	161
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured delayed draw term loan	11,083	7,980
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured revolving loan	6,650	6,650
Blast Bidco Inc. (dba Bazooka Candy Brands)	First lien senior secured revolving loan	4,179	4,179
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured revolving loan	—	13,901
BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC)	First lien senior secured delayed draw term loan	5,161	13,641
Brightway Holdings, LLC	First lien senior secured revolving loan	2,105	1,158
Broadcast Music, Inc. (fka Otis Merger Sub, Inc.)	First lien senior secured revolving loan	6,271	—

210


Portfolio Company	Investment	September 30, 2024	December 31, 2023
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured delayed draw term loan	119	468
BTRS Holdings Inc. (dba Billtrust)	First lien senior secured revolving loan	723	868
Canadian Hospital Specialties Limited	First lien senior secured revolving loan	132	75
Capstone Acquisition Holdings, Inc.	First lien senior secured delayed draw term loan	1,789	—
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	577	577
Certinia, Inc.	First lien senior secured revolving loan	4,412	4,412
Chrysaor Bidco s.à r.l. (dba AlterDomus)	First lien senior secured delayed draw term loan	689	—
CivicPlus, LLC	First lien senior secured revolving loan	2,244	1,481
Community Brands ParentCo, LLC	First lien senior secured delayed draw term loan	—	3,750
Community Brands ParentCo, LLC	First lien senior secured revolving loan	—	1,875
Computer Services, Inc. (dba CSI)	First lien senior secured delayed draw term loan	25,566	—
CoreTrust Purchasing Group LLC	First lien senior secured delayed draw term loan	23,639	14,183
CoreTrust Purchasing Group LLC	First lien senior secured revolving loan	14,183	14,183
Coupa Holdings, LLC	First lien senior secured delayed draw term loan	2,174	2,174
Coupa Holdings, LLC	First lien senior secured revolving loan	1,664	1,664
CPM Holdings, Inc.	First lien senior secured revolving loan	4,850	5,000
Cresset Capital Management, LLC	First lien senior secured delayed draw term loan	7,612	—
Cresset Capital Management, LLC	First lien senior secured delayed draw term loan	4,478	—
Cresset Capital Management, LLC	First lien senior secured revolving loan	2,239	—
Crewline Buyer, Inc. (dba New Relic)	First lien senior secured revolving loan	17,226	17,226
CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)	First lien senior secured delayed draw term loan	12,046	—
CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)	First lien senior secured revolving loan	30,115	—
DCG ACQUISITION CORP. (dba DuBois Chemical)	First lien senior secured delayed draw term loan	15,899	—
DCG ACQUISITION CORP. (dba DuBois Chemical)	First lien senior secured revolving loan	15,899	—
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured revolving loan	9,963	9,963
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)	First lien senior secured revolving loan	91	91
Dresser Utility Solutions, LLC	First lien senior secured delayed draw term loan	7,537	—
Dresser Utility Solutions, LLC	First lien senior secured revolving loan	10,552	—
DuraServ LLC	First lien senior secured delayed draw term loan	45,148	—
DuraServ LLC	First lien senior secured revolving loan	24,256	—

211


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Eagle Family Foods Group LLC	First lien senior secured revolving loan	17,631	—
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured delayed draw term loan	8,523	—
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	3,387	2,710
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan	8,048	8,048
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan	—	20,926
Entertainment Benefits Group, LLC	First lien senior secured revolving loan	—	6,960
Entrata, Inc.	First lien senior secured revolving loan	513	513
EOS U.S. Finco LLC	First lien senior secured delayed draw term loan	9,830	9,830
Essential Services Holding Corporation (dba Turnpoint)	First lien senior secured delayed draw term loan	6,970	—
Essential Services Holding Corporation (dba Turnpoint)	First lien senior secured revolving loan	4,357	—
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured delayed draw term loan	3,671	4,405
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan	676	676
Faraday Buyer, LLC (dba MacLean Power Systems)	First lien senior secured delayed draw term loan	14,307	14,307
Fiesta Purchaser, Inc. (dba Shearer's Foods)	First lien senior secured revolving loan	16,228	—
Finastra USA, Inc.	First lien senior secured revolving loan	9,175	12,568
Forescout Technologies, Inc.	First lien senior secured revolving loan	1,320	—
Formerra, LLC	First lien senior secured revolving loan	421	526
Fortis Solutions Group, LLC	First lien senior secured revolving loan	4,948	6,409
FR Vision Holdings, Inc. (dba CHA Consulting)	First lien senior secured delayed draw term loan	10,915	—
FR Vision Holdings, Inc. (dba CHA Consulting)	First lien senior secured revolving loan	3,692	—
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	140	1,961
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	96	1,250
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	5,000	—
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	1,250	—
Fullsteam Operations, LLC	First lien senior secured revolving loan	500	500
Galls, LLC	First lien senior secured delayed draw term loan	34,926	—
Galls, LLC	First lien senior secured revolving loan	11,380	—
Galway Borrower LLC	First lien senior secured delayed draw term loan	49,734	—
Galway Borrower LLC	First lien senior secured revolving loan	4,622	—
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	636	791

212


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	—	3,182
Gehl Foods, LLC	First lien senior secured delayed draw term loan	9,097	—
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	8,404	—
GI Apple Midco LLC (dba Atlas Technical Consultants)	First lien senior secured delayed draw term loan	14,089	14,090
GI Apple Midco LLC (dba Atlas Technical Consultants)	First lien senior secured revolving loan	7,123	4,908
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	1,673	669
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured delayed draw term loan	—	7,600
Global Music Rights, LLC	First lien senior secured revolving loan	12,415	7,500
Granicus, Inc.	First lien senior secured revolving loan	4,633	127
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan	327	—
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured revolving loan	215	—
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured revolving loan	96	96
HISSHO PARENT, LLC	First lien senior secured revolving loan	11,009	8,745
Home Service TopCo IV, Inc.	First lien senior secured delayed draw term loan	8,397	8,397
Home Service TopCo IV, Inc.	First lien senior secured revolving loan	3,359	3,359
Hyland Software, Inc.	First lien senior secured revolving loan	6,978	6,978
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured revolving loan	2,749	—
Iconic IMO Merger Sub, Inc.	First lien senior secured revolving loan	2,482	2,382
Ideal Image Development, LLC	First lien senior secured revolving loan	183	—
Ideal Image Development, LLC	First lien senior secured delayed draw term loan	—	329
Ideal Tridon Holdings, Inc.	First lien senior secured revolving loan	8,630	8,630
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	4,866	3,613
IMO Investor Holdings, Inc.	First lien senior secured delayed draw term loan	—	3,127
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured delayed draw term loan	13,434	—
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured revolving loan	12,700	7,620
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured delayed draw term loan	6,570	6,570
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured revolving loan	3,003	4,693
Integrated Specialty Coverages, LLC	First lien senior secured delayed draw term loan	1,780	12,716
Integrated Specialty Coverages, LLC	First lien senior secured revolving loan	5,934	5,934
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan	58,316	21,923

213


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	17,886	5,450
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured delayed draw term loan	5,079	—
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	4,140	3,490
IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.))	First lien senior secured revolving loan	6,278	11,699
JS Parent, Inc. (dba Jama Software)	First lien senior secured revolving loan	88	—
Kaseya Inc.	First lien senior secured delayed draw term loan	3,230	4,077
Kaseya Inc.	First lien senior secured revolving loan	3,256	3,256
KENE Acquisition, Inc. (dba Entrust Solutions Group)	First lien senior secured delayed draw term loan	7,472	—
KENE Acquisition, Inc. (dba Entrust Solutions Group)	First lien senior secured revolving loan	2,242	—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan	6,054	6,054
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured revolving loan	10,944	10,944
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured delayed draw term loan	—	12,134
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)	First lien senior secured revolving loan	19,534	15,627
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured revolving loan	—	1,946
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured delayed draw term loan	—	6,360
Lakefield Acquisition Corp. (dba Lakefield Veterinary Group)	First lien senior secured delayed draw term loan	51,600	—
Lakefield Acquisition Corp. (dba Lakefield Veterinary Group)	First lien senior secured revolving loan	8,600	—
Lightbeam Bidco, Inc. (dba Lazer Spot)	First lien senior secured delayed draw term loan	27,285	40,928
Lightbeam Bidco, Inc. (dba Lazer Spot)	First lien senior secured revolving loan	11,685	11,685
Lignetics Investment Corp.	First lien senior secured revolving loan	574	1,912
Litera Bidco LLC	First lien senior secured delayed draw term loan	5,067	—
Litera Bidco LLC	First lien senior secured delayed draw term loan	3,981	—
Litera Bidco LLC	First lien senior secured revolving loan	2,266	—
LSI Financing 1 DAC	Preferred equity	130,818	—
Magnet Forensics, LLC (f/k/a Grayshift, LLC)	First lien senior secured revolving loan	2,419	2,419
ManTech International Corporation	First lien senior secured delayed draw term loan	2,164	2,164
ManTech International Corporation	First lien senior secured revolving loan	1,806	1,806
Maple Acquisition, LLC (dba Medicus)	First lien senior secured delayed draw term loan	20,448	—
Maple Acquisition, LLC (dba Medicus)	First lien senior secured revolving loan	15,336	—
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan	24,114	21,702

214


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan	7,234	5,627
Medline Borrower, LP	First lien senior secured revolving loan	—	2,020
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan	3,571	3,571
Milan Laser Holdings LLC	First lien senior secured revolving loan	1,702	2,553
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	4,746	2,215
Minotaur Acquisition, Inc. (dba Inspira Financial)	First lien senior secured delayed draw term loan	41,960	—
Minotaur Acquisition, Inc. (dba Inspira Financial)	First lien senior secured revolving loan	25,814	—
Mitnick Corporate Purchaser, Inc.	First lien senior secured revolving loan	9,375	9,375
Monotype Imaging Holdings Inc.	First lien senior secured delayed draw term loan	14,027	—
Monotype Imaging Holdings Inc.	First lien senior secured revolving loan	21,041	—
Natural Partners, LLC	First lien senior secured revolving loan	5,063	5,063
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR revolving loan	4,494	—
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR delayed draw term loan	24,090	—
Nelipak Holding Company	First lien senior secured delayed draw term loan	11,787	—
Nelipak Holding Company	First lien senior secured revolving loan	5,454	—
Neptune Holdings, Inc. (dba NexTech)	First lien senior secured revolving loan	4,118	4,118
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	558	558
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	5,282	4,930
OAC Holdings I Corp. (dba Omega Holdings)	First lien senior secured revolving loan	2,572	2,572
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	7,993	4,902
Ocala Bidco, Inc.	First lien senior secured delayed draw term loan	—	8,469
Ole Smoky Distillery, LLC	First lien senior secured revolving loan	3,302	3,302
Omnia Partners, LLC	First lien senior secured delayed draw term loan	—	172
OneOncology LLC	First lien senior secured delayed draw term loan	—	26,752
OneOncology, LLC	First lien senior secured delayed draw term loan	18,371	—
OneOncology, LLC	First lien senior secured revolving loan	14,269	14,267
Oranje Holdco, Inc. (dba KnowBe4)	First lien senior secured revolving loan	10,148	10,148
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	—	17,905
Park Place Technologies, LLC	First lien senior secured delayed draw term loan	13,490	—

215


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Park Place Technologies, LLC	First lien senior secured revolving loan	8,499	—
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured delayed draw term loan	10,286	—
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	88	70
PDI TA Holdings, Inc.	First lien senior secured delayed draw term loan	14,911	—
PDI TA Holdings, Inc.	First lien senior secured revolving loan	6,560	—
PerkinElmer U.S. LLC	First lien senior secured delayed draw term loan	7,141	—
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	2,570	2,570
PetVet Care Centers, LLC	First lien senior secured delayed draw term loan	31,691	31,691
PetVet Care Centers, LLC	First lien senior secured revolving loan	33,258	33,258
Phantom Purchaser, Inc.	First lien senior secured revolving loan	11,437	—
Ping Identity Holding Corp.	First lien senior secured revolving loan	4,779	2,182
Plasma Buyer LLC (dba PathGroup)	First lien senior secured delayed draw term loan	1,632	28,553
Plasma Buyer LLC (dba PathGroup)	First lien senior secured revolving loan	5,384	8,158
Pluralsight, LLC	First lien senior secured delayed draw term loan	496	—
Pluralsight, LLC	First lien senior secured revolving loan	198	87
PPV Intermediate Holdings, LLC	First lien senior secured delayed draw term loan	3,778	10,076
PPV Intermediate Holdings, LLC	First lien senior secured revolving loan	11,854	11,854
Premise Health Holding Corp.	First lien senior secured revolving loan	8,191	—
Pye-Barker Fire & Safety, LLC	First lien senior secured delayed draw term loan	64,856	—
Pye-Barker Fire & Safety, LLC	First lien senior secured delayed draw term loan	85,120	—
Pye-Barker Fire & Safety, LLC	First lien senior secured revolving loan	29,489	—
QAD, Inc.	First lien senior secured revolving loan	6,000	6,000
Quva Pharma, Inc.	First lien senior secured revolving loan	218	455
Relativity ODA LLC	First lien senior secured revolving loan	2,797	435
RL Datix Holdings (USA), Inc.	First lien senior secured delayed draw term loan	14,908	—
RL Datix Holdings (USA), Inc.	First lien senior secured revolving loan	13,053	—
SailPoint Technologies Holdings, Inc.	First lien senior secured revolving loan	5,718	5,718
Salinger Bidco Inc. (dba Surgical Information Systems)	First lien senior secured delayed draw term loan	5,742	—
Salinger Bidco Inc. (dba Surgical Information Systems)	First lien senior secured revolving loan	5,742	—
Securonix, Inc.	First lien senior secured revolving loan	5,219	5,339

216


Portfolio Company	Investment	September 30, 2024	December 31, 2023
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured delayed draw term loan	4,777	—
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	8,620	9,077
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured EUR delayed draw term loan	1,084	—
Simplisafe Holding Corporation	First lien senior secured delayed draw term loan	—	11,770
Smarsh Inc.	First lien senior secured delayed draw term loan	10,381	10,381
Smarsh Inc.	First lien senior secured revolving loan	830	830
Soliant Lower Intermediate, LLC (dba Soliant)	First lien senior secured revolving loan	14,389	—
Sonny's Enterprises, LLC	First lien senior secured delayed draw term loan	41,416	15,212
Sonny's Enterprises, LLC	First lien senior secured revolving loan	25,901	25,158
Southern Air & Heat Holdings, LLC	First lien senior secured delayed draw term loan	20,889	28,751
Southern Air & Heat Holdings, LLC	First lien senior secured revolving loan	220	259
Spotless Brands, LLC	First lien senior secured revolving loan	898	1,146
Summit Acquisition Inc. (dba K2 Insurance Services)	First lien senior secured delayed draw term loan	12,267	12,267
Summit Acquisition Inc. (dba K2 Insurance Services)	First lien senior secured revolving loan	6,133	6,133
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured revolving loan	3,626	5,579
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	5,336	5,336
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured delayed draw term loan	—	2,360
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	16,473	7,768
Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured revolving loan	4,643	3,508
The Shade Store, LLC	First lien senior secured delayed draw term loan	10,580	—
The Shade Store, LLC	First lien senior secured revolving loan	3,457	2,455
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	194	418
Troon Golf, LLC	First lien senior secured delayed draw term loan	54,899	—
Troon Golf, LLC	First lien senior secured revolving loan	27,449	7,207
Truist Insurance Holdings, LLC	First lien senior secured revolving loan	6,720	—
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	1,300	2,000
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	46,663	41,400
Unified Women's Healthcare, LP	First lien senior secured revolving loan	8,120	8,120
USIC Holdings, Inc.	First lien senior secured delayed draw term loan	2,179	—

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Portfolio Company	Investment	September 30, 2024		December 31, 2023
USIC Holdings, Inc.	First lien senior secured revolving loan	2,483		—
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured delayed draw term loan	13,971		—
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan	4,975		1,096
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	142		124
Vensure Employer Services, Inc.	First lien senior secured delayed draw term loan	44,226		—
Vessco Midco Holdings, LLC	First lien senior secured delayed draw term loan	20,382		—
Vessco Midco Holdings, LLC	First lien senior secured revolving loan	7,962		—
Vital Bidco AB (dba Vitamin Well)	First lien senior secured loan	399,590		—
Vital Bidco AB (dba Vitamin Well)	First lien senior secured delayed draw term loan	34,475		—
Vital Bidco AB (dba Vitamin Well)	First lien senior secured revolving loan	68,950		—
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	67		833
When I Work, Inc.	First lien senior secured revolving loan	4,164		4,164
XRL 1 LLC (dba XOMA)	First lien senior secured delayed draw term loan	4,500		4,500
Zendesk, Inc.	First lien senior secured delayed draw term loan	35,425		30,080
Zendesk, Inc.	First lien senior secured revolving loan	14,587		12,386
Total Unfunded Portfolio Company Commitments		$	3,393,382	$	1,394,947

We maintain sufficient borrowing capacity to cover outstanding unfunded portfolio company commitments that we may be required to fund. We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding portfolio company unfunded commitments we are required to fund.

Organizational and Offering Costs

The Adviser has incurred organization and offering costs on behalf of us in the amount of $2.9 million for the period from April 22, 2020 (Inception) to September 30, 2024, of which $2.9 million has been charged to us pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in our continuous public offering until all organization and offering costs paid by the Adviser have been recovered.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of September 30, 2024, management was not aware of any pending or threatened litigation.

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Contractual Obligations

A summary of our contractual payment obligations under our credit facilities and notes as of September 30, 2024, is as follows:


($ in thousands)	Total		Less than 1 year		1-3 Years		3-5 Years		After 5 years
Revolving Credit Facility	$	1,199,698	$	—	$	—	$	1,199,698	$	—
SPV Asset Facility I	300,000		—		—		—		300,000
SPV Asset Facility II	820,000		—		—		820,000		—
SPV Asset Facility III	1,032,267		—		—		1,032,267		—
SPV Asset Facility IV	305,000		—		—		—		305,000
SPV Asset Facility V	210,000		—		—		210,000		—
SPV Asset Facility VI	350,000		—		—		—		350,000
SPV Asset Facility VII	167,007		—		—		167,007		—
CLO VIII	290,000		—		—		—		290,000
CLO XI	260,000		—		—		—		260,000
CLO XII	260,000		—		—		—		260,000
CLO XV	312,000		—		—		—		312,000
CLO XVI	420,000		—		—		—		420,000
CLO XVII	325,000		—		—		—		325,000
CLO XVIII	260,000		—		—		—		260,000
March 2025 Notes	500,000		500,000		—		—		—
September 2026 Notes	350,000		—		350,000		—		—
February 2027 Notes	500,000		—		500,000		—		—
September 2027 Notes	600,000		—		600,000		—		—
June 2028 Notes	650,000		—		—		650,000		—
January 2029 Notes	550,000		—		—		550,000		—
September 2029 Notes	500,000		—		—		500,000		—
March 2030 Notes	1,000,000		—		—		—		1,000,000
March 2031 Notes	750,000		—		—		—		750,000
Total Contractual Obligations	$	11,910,972	$	500,000	$	1,450,000	$	5,128,972	$	4,832,000

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•the Investment Advisory Agreement;

•the Administration Agreement;

•the Expense Support Agreement;

•the Dealer Manager Agreement; and

•the License Agreement.

In addition to the aforementioned agreements, we rely on exemptive relief that has been granted to our Adviser and certain affiliates to co-invest with other funds managed by the Adviser or its Affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.

We invest in Amergin AssetCo, Fifth Season and OCIC SLF, controlled affiliated investments, and LSI Financing and Credit SLF, non-controlled affiliated investment, as defined in the 1940 Act. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.

Critical Accounting Policies

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in

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connection with our risk factors described in our Form 10-K for the fiscal year ended December 31, 2023 in “ITEM 1A. – RISK FACTORS.”

Investments at Fair Value

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as our valuation designee to perform fair value determinations relating to the value of assets we held for which market quotations are not readily available.

Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by our Adviser, as the valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of our Adviser.

As part of the valuation process, our Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of our investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Adviser, as valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.

Our Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:

•With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;

•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;

•Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;

•Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and

•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.

We conduct this valuation process on a quarterly basis.

We apply Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:

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•Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.

•Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurred. In addition to using the above inputs in investment valuations, we apply the valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, our Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), we subject those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, our Adviser, as the valuation designee, or the independent valuation firm(s), review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize amounts that are different from the amounts presented and such differences could be material.

Financial and Derivative Instruments

Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. We currently qualify as a “limited derivatives user” and expects to continue to do so. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We have adopted a derivatives policy and complies with the recordkeeping requirements of Rule 18f-4.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization and accretion of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends, the majority of which is structured at initial underwriting. PIK interest or dividends represent accrued interest or dividends that are added to the principal amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a certain liquidation event. Discounts to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. Premiums to par value on securities purchased are amortized to first call date. The amortized cost of investments represents the original cost adjusted for the amortization or accretion of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in

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management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Distributions

We have elected to be treated for U.S. federal income tax purposes, and intend to continue to qualify annually as a RIC under Subchapter M of the Code. To obtain and maintain our tax treatment as a RIC, we must distribute (or be deemed to distribute) in each taxable year distributions for tax purposes equal to at least the sum of:

•90% of our investment company taxable income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and

•90% of our net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for such taxable year.

As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal tax on investment company taxable income and net capital gains that we distribute to our shareholders.

We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to U.S. federal income tax at corporate rates. We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current year dividend distributions, and pay the U.S. federal excise tax as described below.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) during each calendar year an amount at least equal to the sum of:

•98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;

•98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and

•100% of any income or gains recognized, but not distributed, in preceding years.

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed and as a result, in such cases, the excise tax will be imposed. In such an event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.

We intend to pay monthly distributions to our shareholders out of assets legally available for distribution. All distributions will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.

To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.

With respect to distributions we have adopted a distribution reinvestment plan which was amended and restated on May 6, 2024. The amended and restated distribution reinvestment plan provides for the reinvestment of cash distributions on behalf of shareholders who have enrolled in the distribution reinvestment plan. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have enrolled in the distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock, rather than receiving the cash distribution. We expect to use newly issued shares to implement the distribution reinvestment plan. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

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Income Taxes

We have elected to be treated as a BDC under the 1940 Act. We also have elected to be treated as a RIC under the Code beginning with our taxable year ended December 31, 2020, and intend to qualify for tax treatment as a RIC. As a RIC, we generally will not pay U.S. federal income taxes at corporate rates on any ordinary income or capital gains that we distribute at least annually to our shareholders as distributions. Rather, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we generally must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income” for that year, which is generally our ordinary income plus the excess of our realized net short- term capital gains over our realized net long-term capital losses. In addition, a RIC may, in certain cases, satisfy this distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of Subchapter M. In order for us to not be subject to U.S. federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. We, at our discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. excise tax on this income.

We evaluate tax positions taken or expected to be taken in the course of preparing our consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2023. As applicable, the Company’s prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.

Recent Developments

Core Income Funding V Amendment

CLO XIX

On October 29, 2024, we completed a $401.3 million term debt securitization transaction by our consolidated subsidiary, Owl Rock CLO XIX, LLC (the “CLO XIX Issuer”). As part of the transaction, the CLO XIX Issuer (x) issued the following classes of notes: (i) $153.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 1.65% and (ii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 1.90% and (y) borrowed (i) $50.0 million under floating rate Class A-1L-1 loans which bear interest at three-month term SOFR plus 1.65% and (ii) $25 million under floating rate Class A-1L-2 loans which bear interest at three-month term SOFR plus 1.65%. The CLO XIX Issuer also issued approximately $141.3 million of subordinated securities, in the form of 141,300 preferred shares at an issue price of U.S.$1,000 per share held by the Company. All classes of notes and loans are scheduled to mature on the payment date in July 2036.

Revolving Credit Facility Amendment

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amounts drawn under the Revolving Credit Facility in other permitted currencies, from 2.00% to 1.875% per annum and (vii) reset the minimum shareholders’ equity test.

Revolving Credit Facility Commitment Increase

Core Income Funding VII Amendment

Australian Debt Issuance Program

On October 21, 2024, we issued A$450.0 million aggregate principal amount of 6.500% notes due October 23, 2027 (the “AUD 2027 Notes”), pursuant to Regulation S under the Securities Act. The AUD 2027 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. In connection with the issuance of the AUD 2027 Notes, we entered into bilateral interest rate swaps, for a notional amount of A$450.0 million (of which A$379.0 million was a cross-currency swap). We received fixed rate interest of 6.50% and paid variable rate interest based on one-month SOFR plus 2.67%.

Equity Raise

As of November 7, 2024, we have issued 489,932,994 shares of Class S common stock, 88,112,810 shares of Class D common stock, and 886,349,789 shares of Class I common stock and have raised total gross proceeds of $4.61 billion, $0.82 billion, and $8.29 billion, respectively, including seed capital of $1,000 contributed by our Adviser in September 2020 and approximately $25.0 million in gross proceeds raised from an entity affiliated with the Adviser. In addition, we received $433.5 million in gross subscription payments which we accepted on November 1, 2024 and which is pending our determination of the net asset value per share applicable to such purchase.

Dividend

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including valuation risk, interest rate risk, currency risk, credit risk, and inflation risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by the Adviser, as our valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser, as our valuation designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference

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between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.

In a prolonged low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below.

As of September 30, 2024, 98.0% of our debt investments based on fair value were at floating rates. Additionally, the weighted average floor, based on fair value, of our debt investments was 0.7%.

Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month reference rate election and there are no changes in our investment and borrowing structure.


($ in millions)	Interest Income		Interest Expense(1)		Net Income(2)
Up 300 basis points	$	701.4	$	(314.0)	$	387.4
Up 200 basis points	$	467.6	$	(209.3)	$	258.3
Up 100 basis points	$	233.8	$	(104.7)	$	129.1

Down 100 basis points	$	(233.8)	$	104.7	$	(129.1)
Down 200 basis points	$	(467.6)	$	209.3	$	(258.3)
Down 300 basis points	$	(701.4)	$	314.0	$	(387.4)

(1)Includes the impact of our interest rate swaps as a result of interest rate changes.

(2)Excludes the impact of income based fees. See “ITEM 1. — Notes to Consolidated Financial Statements - Note 3. Agreements and Related Party Transactions” of our consolidated financial statements for more information on the income based fees.

We may hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options, and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates.

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency, borrow in certain foreign currencies under our credit facilities or issue notes in certain foreign currencies. These investments, borrowings and issuances are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may utilize instruments such as, but not limited to, forward contracts or cross currency swaps to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. Instead of entering into a foreign currency forward contract in connection with loans or other investments denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan, issuance or investment. To the extent the loan, issuance or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may utilize interest rate derivatives to hedge our exposure to changes in the associated rate.

Credit Risk

We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. As of September 30, 2024 and December 31, 2023, we held the majority of our cash balances with a single highly rated money center bank and such balances are in excess of Federal Deposit Insurance Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions.

Inflation Risk

Inflation is likely to continue in the near to medium-term, particularly in the United States, and monetary policy may continue to tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins.

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Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, as amended, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b)Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither we nor the Adviser are currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “ITEM 1A. RISK FACTORS” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 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 and adversely affect our business, financial condition and/or operating results.

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

Other than the shares issued pursuant to our dividend reinvestment plan, we did not sell any unregistered equity securities, except as previously disclosed in certain 8-Ks filed with the SEC. In order to satisfy the reinvestment portion of our dividends for the nine months ended September 30, 2024, we issued the following shares of common stock to stockholders of record on the dates noted below who did not opt out of our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act.


Date of Issuance	Record Date	Number of Shares	Purchase Price		Share Class












































































February 23, 2024	January 31, 2024	986,339	$	9.49	Class S
February 23, 2024	January 31, 2024	105,022	$	9.50	Class D
February 23, 2024	January 31, 2024	1,929,115	$	9.51	Class I
March 22, 2024	February 29, 2024	1,050,203	$	9.49	Class S
March 22, 2024	February 29, 2024	97,632	$	9.50	Class D
March 22, 2024	February 29, 2024	2,041,894	$	9.52	Class I
April 23, 2024	March 31, 2024	1,643,184	$	9.50	Class S
April 23, 2024	March 31, 2024	135,877	$	9.51	Class D
April 23, 2024	March 31, 2024	3,161,145	$	9.53	Class I
May 22, 2024	April 30, 2024	1,158,120	$	9.51	Class S
May 22, 2024	April 30, 2024	97,576	$	9.52	Class D
May 22, 2024	April 30, 2024	2,282,542	$	9.53	Class I
June 26, 2024	May 31, 2024	1,221,693	$	9.57	Class S
June 26, 2024	May 31, 2024	100,230	$	9.58	Class D
June 26, 2024	May 31, 2024	2,402,194	$	9.59	Class I
July 24, 2024	June 28, 2024	1,950,018	$	9.53	Class S
July 24, 2024	June 28, 2024	151,042	$	9.55	Class D
July 24, 2024	June 28, 2024	3,643,898	$	9.56	Class I
August 22, 2024	July 31, 2024	1,345,002	$	9.55	Class S
August 22, 2024	July 31, 2024	104,770	$	9.56	Class D
August 22, 2024	July 31, 2024	2,598,854	$	9.58	Class I
September 25, 2024	August 31, 2024	1,397,253	$	9.56	Class S
September 25, 2024	August 31, 2024	109,258	$	9.57	Class D
September 25, 2024	August 31, 2024	2,651,509	$	9.58	Class I
October 24, 2024	September 30, 2024	2,196,411	$	9.55	Class S
October 24, 2024	September 30, 2024	161,552	$	9.56	Class D
October 24, 2024	September 30, 2024	3,998,405	$	9.57	Class I

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We commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their shares at a price equal to the net offering price per share for the applicable class of shares on each date of repurchase.

Our Board has complete discretion to determine whether we will engage in any share repurchase, and if so, the terms of such repurchase. At the discretion of our Board, we may use cash on hand, cash available from borrowings, and cash from the sale of our investments as of the end of the applicable period to repurchase shares. All shares purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares. The purpose of the offers to repurchase is to provide shareholders with the potential for a measure of liquidity since there is otherwise no public market for shares of our common stock.

We intend to limit the number of shares to be repurchased in each quarter to no more than 5.00% of our outstanding shares of common stock.


Offer Date	Class	Tender Offer Expiration	Tender Offer		Purchase Price per Share		Shares Repurchased





























February 27, 2024	S	March 31, 2024	$	33,826	$	9.50	3,560,660
February 27, 2024	D	March 31, 2024	$	26,354	$	9.51	2,771,164
February 27, 2024	I	March 31, 2024	$	81,994	$	9.53	8,603,765
May 24, 2024	S	June 28, 2024	$	50,529	$	9.53	5,302,035
May 24, 2024	D	June 28, 2024	$	3,558	$	9.55	372,544
May 24, 2024	I	June 28, 2024	$	97,737	$	9.56	10,223,527
August 30, 2024	S	September 30, 2024	$	46,534	$	9.55	4,872,698
August 30, 2024	D	September 30, 2024	$	2,153	$	9.56	225,274
August 30, 2024	I	September 30, 2024	$	102,943	$	9.57	10,756,911

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Appointment of Officer

On November 5, 2024, our Board appointed Jonathan Lamm to serve as our Chief Financial Officer and Chief Operating Officer effective as of November 11, 2024. The roles of Chief Financial Officer and Chief Operating Officer were previously held by Bryan Cole who serves as the Head of Operations for Blue Owl Capital Inc., an affiliate of our Adviser.

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Item 6. Exhibits, Financial Statement Schedules.


Exhibit Number						Description of Exhibits

3.1						Articles of Amendment and Restatement, dated February 23, 2021, as amended June 22, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 10, 2023).

3.2						Articles of Amendment, dated June 24, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 26, 2024).

3.3						Amended and Restated Bylaws, dated November 6, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on June 22, 2023).

4.1						Ninth Supplemental Indenture, dated as of September 13, 2024, relating to the 5.800% notes due 2030, by and between the Company and Truist Bank, as successor to Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on September 13, 2024).

4.2						Form of 5.800% notes due 2030 sold in reliance on Rule 144A of the Securities Act (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on September 13, 2024).

4.3						Form of 5.800% notes due 2030 sold in reliance on Regulation S of the Securities Act (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed on September 13, 2024).

4.4						Registration Rights Agreement, dated as of September 13, 2024, by and among the Company and Wells Fargo Securities, LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K, filed on September 13, 2024).

10.1						Indenture, dated as of July 12, 2024, by and between Owl Rock CLO XVIII, LLC, as Issuer and State Street Bank and Trust Company, as Collateral Trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 17, 2024).

10.2						Collateral Management Agreement, dated as of July 12, 2024, between Owl Rock CLO XVIII, LLC and Blue Owl Credit Advisors LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 17, 2024).

10.3						Loan Sale Agreement, dated as of July 12, 2024, between Blue Owl Credit Income Corp., as Seller and Owl Rock CLO XVIII, LLC, as Purchaser (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on July 17, 2024).

10.4						Loan Sale Agreement, dated as of July 12, 2024, between Core Income Funding IV LLC, as Seller and Owl Rock CLO XVIII, LLC, as Purchaser (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on July 17, 2024).

10.5						Class A-1L Loan Agreement, dated as of July 12, 2024, among Owl Rock CLO XVIII, LLC as Borrower, the Lenders party thereto and State Street Bank and Trust Company as Loan Agent and as Collateral Trustee (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on July 17, 2024).

10.6						Indenture, dated as of July 18, 2024, by and between Owl Rock CLO XVII, LLC, as Issuer and State Street Bank and Trust Company, as Collateral Trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 23, 2024).

10.7						Collateral Management Agreement, dated as of July 18, 2024, between Owl Rock CLO XVII, LLC and Blue Owl Credit Advisors LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 23, 2024).

10.8						Loan Sale Agreement, dated as of July 18, 2024, between Blue Owl Credit Income Corp., as Seller and Owl Rock CLO XVII, LLC, as Purchaser (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on July 23, 2024).

10.9						Loan Sale Agreement, dated as of July 18, 2024, between Core Income Funding I LLC, as Seller and Owl Rock CLO XVII, LLC, as Purchaser (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on July 23, 2024

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10.10						Second Amendment to Credit Agreement, dated as of July 30, 2024, among Core Income Funding III LLC, as Borrower, Blue Owl Credit Advisors LLC, as Servicer, the Lenders from time to time parties thereto, Bank of America, N.A., as Administrative Agent, State Street Bank and Trust Company, as Successor Collateral Custodian, and Alter Domus (US) LLC as Resigning Collateral Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 1, 2024).

10.11						Amendment No. 8 to the Loan Financing and Servicing Agreement, dated as of August 9, 2024, among Core Income Funding II, as Borrower, Blue Owl Credit Income Corp., as Equityholder and Services Provider, the Lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Facility Agent, the other parties thereto, State Street Bank and Trust Company, as Collateral Agent and Alter Domus (US) LLC, as Collateral Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 15, 2024).

21.1*						Subsidiary List

31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1*						Supplemental Financial Information of Blue Owl Credit SLF LLC (unaudited) as of and for the period ended September 30, 2024.

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

230

SIGNATURES

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.


	Blue Owl Credit Income Corp.

Date: November 7, 2024	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

Date: November 7, 2024	By:	/s/ Bryan Cole
		Bryan Cole
		Chief Operating Officer and Chief Financial Officer

231