Exhibit 99.1

 

Fortress Reports Third Quarter 2017 Results

 

 

New York, NY. November 9, 2017 – Fortress Investment Group LLC (NYSE: FIG) (“Fortress” or the “Company”) today reported its third quarter 2017 financial results.

FINANCIAL SUMMARY

 

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Management Fee Paying Assets Under Management (“AUM”) of $36.1 billion as of September 30, 2017, down 2% compared to the previous quarter’s AUM, adjusted to exclude the Logan Circle business which Fortress sold in September 2017

 

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GAAP net income of $190 million, or $0.37 per diluted Class A share, for the third quarter of 2017, compared to GAAP net income of $58 million, or $0.07 per diluted Class A share, for the third quarter of 2016

 

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GAAP net income of $215 million, or $0.43 per diluted Class A share, for the first nine months of 2017, compared to GAAP net income of $16 million, or $0.02 per diluted Class A share, for the first nine months of 2016

 

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Pre-tax distributable earnings (“DE”) of $291 million, or $0.73 per dividend paying share, for the third quarter of 2017, compared to pre-tax DE of $90 million, or $0.23 per dividend paying share, for the third quarter of 2016

 

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Pre-tax DE of $451 million, or $1.14 per dividend paying share, for the first nine months of 2017, compared to pre-tax DE of $255 million, or $0.64 per dividend paying share, for the first nine months of 2016

 

•

Net cash and investments of $1.4 billion, or $3.54 per dividend paying share, as of September 30, 2017

 

•

$1.4 billion of gross embedded incentive income across funds and permanent capital vehicles as of September 30, 2017, that has not yet been recognized in DE

 

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Total uncalled capital, or “dry powder,” of $7.5 billion as of September 30, 2017, including $4.5 billion available for general investment purposes

BUSINESS HIGHLIGHTS

 

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Completed the sale of Logan Circle Partners, L.P. (“Logan Circle”) to MetLife, Inc. (“MetLife”)

 

•

Raised $1.8 billion of capital across alternative investment businesses in the first nine months of 2017

 

•

Investment performance summary as of September 30, 2017:

 

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Annualized inception-to-date net IRRs for Credit Opportunities Fund (“FCO”), FCO II and FCO III of 22.9%, 15.6% and 10.3%, respectively

 

•

Third quarter and year-to-date 2017 net returns of 2.0% and 5.6%, respectively, for the Drawbridge Special Opportunities Fund (“DBSO”) LP

 

 

Note: This release contains certain Non-GAAP financial measures. Fortress urges you to read the “Non-GAAP Information” section below and to review the exhibits in this release for reconciliations of these measures to the comparable GAAP measures.

 

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PROPOSED ACQUISITION BY SOFTBANK

On July 12, 2017, Fortress announced that, at its special meeting of shareholders, the Company’s shareholders had voted, among other things, in favor of the proposal to adopt the previously announced merger agreement pursuant to which certain subsidiaries of SoftBank Group Corp. (“SoftBank”) will acquire Fortress for approximately $3.3 billion in cash. Of the votes cast in respect of the proposal to adopt the merger agreement, approximately 99.7% of shares voted in favor. The transaction is anticipated to close in the fourth quarter of 2017, subject to certain regulatory approvals and other customary closing conditions, after which Fortress will operate as an independent business within SoftBank under the continuing leadership of Fortress Principals Pete Briger, Wes Edens and Randy Nardone.

SUMMARY FINANCIAL RESULTS

Fortress’s business model is highly diversified, and management believes that this positions the Company to capitalize on opportunities for investing, capital formation and harvesting profits that can occur at different points in any cycle for our individual businesses. Fortress’s business model generates stable and predictable management fees, which is a function of the majority of Fortress’s alternative AUM residing in long-term investment structures. Fortress’s alternative investment businesses also generate variable incentive income based on performance, and this incentive income can contribute meaningfully to financial results. Balance sheet investments represent a third component of Fortress’s business model, and the Company has built substantial value in these investments, which are made in Fortress funds alongside the funds’ limited partners. The table below summarizes Fortress’s operating results for the three months ended September 30, 2017. The condensed consolidated GAAP statement of operations and balance sheet are presented on pages 10-11 of this press release.

 

		3Q				2Q				3Q				% Change								YTD				YTD				% Change
		2017				2017				2016				QoQ				YoY				2017				2016				QoQ
(in millions, except per share amount)
GAAP
Revenues		$	254			$	247			$	261				3	%			(3	)%		$	734			$	725				1	%
Expenses			248				210				225				18	%			10	%			699				671				4	%
Other Income (loss)			231				8				29				N/A				N/A				240				(27	)			N/A
Net income (loss)			190				32				58				494	%			228	%			215				16				N/A
Net income (loss) attributable to Class A Shareholders			89				15				31				493	%			187	%			100				8				N/A
Per diluted share		$	0.37			$	0.06			$	0.07				N/A				N/A			$	0.43			$	0.02				N/A
Weighted average Class A shares outstanding, diluted			394				395				390												394				390
Distributable Earnings
Fund management DE		$	100			$	82			$	88				22	%			14	%		$	243			$	249				(2	)%
Pre-tax DE			291				86				90				238	%			223	%			451				255				77	%
Per dividend paying share/unit		$	0.73			$	0.22			$	0.23				232	%			217	%		$	1.14			$	0.64				78	%
Weighted average dividend paying shares and units outstanding			396				397				394												397				396
Assets Under Management
Private Equity and Permanent Capital		$	14,172			$	14,682			$	13,917				(3	)%			2	%		$	14,172			$	13,917				2	%
Credit1			16,816				17,708				18,287				(5	)%			(8	)%			16,816				18,287				(8	)%
Liquid Markets2			5,121				4,558				4,541				12	%			13	%			5,121				4,541				13	%
Logan Circle3			—				35,483				33,386				N/A				N/A				—				33,386				N/A
Total Assets Under Management		$	36,109			$	72,431			$	70,131				(50	)%			(49	)%		$	36,109			$	70,131				(49	)%

 

 

1	The Assets Under Management presented for Credit includes $1,371 million of AUM related to co-managed funds as of 3Q 2017.

2	The Assets Under Management presented for Liquid Markets includes $5,083 million of AUM related to the Affiliated Manager as of 3Q 2017.

3	Fortress sold the Logan Circle business in September 2017.

 

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GAAP RESULTS

Fortress recorded GAAP net income of $190 million, or $0.37 per diluted Class A share, for the third quarter of 2017, compared to GAAP net income of $58 million, or $0.07 per diluted Class A share, for the third quarter of 2016. Our diluted earnings per share includes the income tax effects to net income (loss) attributable to Class A shareholders from the assumed conversion of Fortress Operating Group units to Class A shares in periods when the effect is dilutive.

The year-over-year change in Fortress’s third quarter 2017 GAAP net income was primarily driven by a $202 million increase in other income, partially offset by a $40 million increase in income tax expense, a $23 million increase in expenses and a $7 million decrease in revenues.

The $202 million increase in other income was primarily due to the completed sale of Logan Circle, which resulted in a gain on sale of $189 million, net of selling expenses.

The $23 million increase in expenses was primarily related to higher compensation and benefits expense.

The $7 million decrease in revenues was primarily related to lower incentive income from non-affiliates, lower other revenues and lower management fees from affiliates and non-affiliates, partially offset by higher incentive income from affiliates.

 

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SEGMENT RESULTS (NON-GAAP)

This section provides information about each of Fortress’s businesses: (i) Credit Hedge Funds and Credit PE Funds, (ii) Private Equity Funds and Permanent Capital Vehicles, (iii) Liquid Hedge Funds, and (iv) Logan Circle. Fortress uses DE as the primary metric to manage its businesses and gauge the Company’s performance, and it uses DE exclusively to report segment results. All DE figures are presented on a pre-tax basis. Consolidated segment results are non-GAAP information and are not presented as a substitute for Fortress’s GAAP results. Fortress urges you to read “Non-GAAP Information” below.

 

		As of September 30, 2017
						Private Equity								Credit Funds								Liquid Hedge Funds				Logan Circle Partners10
(in millions)		Total				Funds				Permanent Capital Vehicles				Hedge Funds				PE Funds
Assets Under Management4		$	36,109			$	6,249			$	7,923			$	8,452			$	8,364			$	5,121			$	—
Dry Powder		$	7,484			$	627			$	—			$	365			$	6,492				N/A				N/A
Average Management Fee Rate5							1.2	%			1.5	%			2.0	%			1.3	%			1.0	%			N/A
Incentive Eligible NAV Above Incentive Income Threshold6		$	22,123			$	1,973			$	4,840			$	6,042			$	9,268			$	—			$	—
Undistributed Incentive Income: Unrecognized		$	1,402			$	254			$	56			$	69			$	1,023			$	—			$	—
Undistributed Incentive Income: Recognized		$	98				—				34				64				—				—				—
Undistributed Incentive Income7		$	1,500			$	254			$	90			$	133			$	1,023			$	—			$	—
		Three Months Ended September 30, 2017
						Private Equity								Credit Funds								Liquid Hedge Funds				Logan Circle Partners10
(in millions)		Total				Funds				Permanent Capital Vehicles				Hedge Funds				PE Funds
Third-Party Capital Raised		$	242			$	—			$	—			$	242			$	—			$	—			$	—
Segment Revenues
Management fees		$	131			$	20			$	31			$	37			$	29			$	1			$	13
Incentive income			140				11				58				28				42				1				—
Total			271				31				89				65				71				2				13
Segment Expenses
Operating expenses8			(122	)			(7	)			(34	)			(27	)			(32	)			(2	)			(15	)
Profit sharing compensation expenses			(41	)			(3	)			(3	)			(13	)			(22	)			—				—
Total			(163	)			(10	)			(37	)			(40	)			(54	)			(2	)			(15	)
Earnings From Affiliated Manager			4				—				—				—				—				4				—
Principal Performance Payments			(12	)			(2	)			(6	)			(2	)			(2	)			—				—
Fund Management DE8		$	100			$	19			$	46			$	23			$	15			$	4			$	(2	)
Net Investment Income9			191				15				—				1				6				—				170
Pre-tax Distributable Earnings8,9		$	291			$	34			$	46			$	24			$	21			$	4			$	168

 

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The Assets Under Management presented for the Credit Hedge Funds includes $1,371 million related to co-managed funds and $743 million related to the third party originated JP Funds and Value Recovery Funds. The Assets Under Management presented for the Liquid Hedge Funds includes $5,083 million related to the Affiliated Manager.

5	The Average Management Fee Rate presented for the Credit Hedge Funds excludes the co-managed funds and third-party originated JP Funds and Value Recovery Funds (see footnote 4 above). The Average Management Fee Rate presented for the Liquid Hedge Funds excludes the Affiliated Manager.

6

The Incentive Eligible NAV Above Incentive Income Threshold presented for Credit Hedge Funds excludes co-managed funds, certain third party originated funds and sidepocket investments and for Liquid Hedge Funds, excludes the Affiliated Manager and sidepocket investments. The Incentive Eligible NAV Above Incentive Income Threshold presented for Private Equity Funds and Credit PE Funds (except for a portion of Long Dated Value Fund I, whose capital was above the incentive income threshold as of September 30, 2017), represents total fund NAV. The Incentive Eligible NAV Above Incentive Income Threshold presented for the Permanent Capital Vehicles represents the equity basis that is used to calculate incentive income.

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Undistributed Incentive Income—Recognized represents the results of the main fund investments for the Credit Hedge Funds including the impact of realized gains and losses and unrealized losses on sidepocket investments. Undistributed Incentive Income—Unrecognized represents the results of the Private Equity Funds, Credit PE Funds and Liquid and Credit Hedge Fund sidepocket and redeeming capital account (RCA) investments which have not been recognized in Distributable Earnings and will be recognized when realized. The Undistributed Incentive Income presented for the Credit Hedge Funds excludes co-managed funds and certain third party originated funds and for Liquid Hedge Funds, excludes the Affiliated Manager. Undistributed Incentive Income for Credit PE Funds includes $5 million of net unrealized gains that would have been recorded in Distributable Earnings if Fortress had settled Japanese Yen foreign exchange derivative contracts used to economically hedge estimated future incentive income it had outstanding as of September 30, 2017. Undistributed Incentive Income for Permanent Capital Vehicles includes $56 million of incentive income that would have been recorded in Distributable Earnings if Fortress had (i) exercised all of its in-the-money options it holds in the Permanent Capital Vehicles and sold all of the resulting shares, (ii) sold all of its Permanent Capital Vehicle common shares which it received as incentive income and (iii) sold all of its Permanent Capital Vehicle common shares which it received from previously exercised Permanent Capital Vehicle options, based on their respective September 30, 2017 closing prices.

8	Includes Unallocated Expenses of $5 million incurred by Fortress related to the proposed acquisition by SoftBank.

9	Includes Unallocated Investment Income of $1 million and Unallocated Expenses of $2 million.

10	Fortress sold the Logan Circle business in September 2017.

 

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Pre-tax DE was $291 million in the third quarter of 2017, up from $90 million in the third quarter of 2016, primarily due to higher investment income and incentive income, partially offset by higher operating expenses and lower management fees.

Management fees were $131 million in the third quarter of 2017, down from $136 million in the third quarter of 2016. The decrease was primarily due to lower management fees from the Credit PE Funds, Credit Hedge Funds, Logan Circle and Private Equity Funds, partially offset by higher management fees from the Permanent Capital Vehicles.    

Incentive income in the third quarter of 2017 totaled $140 million, up from $113 million in the third quarter of 2016, primarily due to higher incentive income from the Permanent Capital Vehicles and Private Equity Funds, partially offset by lower incentive income from the Credit PE Funds and Credit Hedge Funds.

Earnings from the Affiliated Manager totaled $4 million in the third quarter of 2017, up from $3 million in the third quarter of 2016.

The Company’s segment revenues and distributable earnings will fluctuate materially depending upon the performance of its funds and the realization events within its private equity businesses, as well as other factors. Accordingly, the revenues and distributable earnings in any particular period should not be expected to be indicative of future results.

ASSETS UNDER MANAGEMENT

As of September 30, 2017, AUM totaled $36.1 billion. As of quarter end, approximately 85% of AUM was in funds with long-term investment structures.

During the quarter, Fortress’s AUM decreased primarily due to (i) the sale of Logan Circle which had $37.1 billion of AUM, (ii) $2.1 billion of capital distributions to investors, (iii) $0.2 billion in distributions to investors in redeeming capital accounts, and (iv) a $0.2 billion capital reset adjustment. These decreases to AUM were partially offset by (i) $0.6 billion in market-driven valuation gains, (ii) a $0.5 billion increase in the AUM of the Affiliated Manager and co-managed funds, (iii) a $0.3 billion increase in invested capital, and (iv) $0.2 billion of new capital raised that was directly added to AUM.

As of September 30, 2017, the Credit Funds and Private Equity Funds had $6.9 billion and $0.6 billion of uncalled capital, respectively, that will become AUM if called. Uncalled capital or dry powder – capital committed to the funds but not invested and generating management fees – includes $3.0 billion that is only available for follow-on investments, management fees and other fund expenses.

 

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BUSINESS SEGMENT RESULTS

Below is a discussion of third quarter 2017 segment results and business highlights.

Credit:

 

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DBSO LP had third quarter and year-to-date 2017 net returns of 2.0% and 5.6%, respectively

 

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DBSO Ltd had third quarter and year-to-date 2017 net returns of 2.6% and 5.8%, respectively

 

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FCO, FCO II, FCO III, FJOF and FJOF II (Yen) recorded annualized inception-to-date net IRRs of 22.9%, 15.6%, 10.3%, 27.7% and 27.8%, respectively, through September 30, 2017

 

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Nearly $1.2 billion of gross embedded incentive income that has not yet been recognized in DE

(See supplemental data on pages 17-18 for more detail on Credit results)

The Credit business, which includes our Credit PE Funds and Credit Hedge Funds, generated pre-tax DE of $45 million in the third quarter of 2017, down from $68 million in the third quarter of 2016. The year-over-year decrease in DE was primarily driven by lower incentive income, partially offset by lower profit sharing expense.

The Credit Hedge Funds generated pre-tax DE of $24 million for the quarter, down from $36 million in the third quarter of 2016, primarily due to lower incentive income. Fortress’s flagship credit hedge fund, DBSO LP, had net returns of 2.0% for the quarter and annualized inception to date net returns of 10.6% as of September 30, 2017.

The Credit PE Funds generated pre-tax DE of $21 million in the quarter, compared to $32 million in the third quarter of 2016, primarily due to lower incentive income. Over the last twelve months, the Credit PE Funds have recognized $161 million of gross incentive income, while gross unrecognized Credit PE incentive income has increased $129 million year-over-year to $1.0 billion as of September 30, 2017.

Private Equity and Permanent Capital Vehicles:

 

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Permanent Capital Vehicles generated $58 million of incentive income in the quarter

 

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PE Fund valuations appreciated 3.2% in the quarter

(See supplemental data on pages 15-16 for more detail on Private Equity results)

The Private Equity business recorded pre-tax DE of $80 million in the third quarter of 2017, up from $27 million in the third quarter of 2016. The year-over-year increase was primarily driven by higher incentive income and higher investment income.

The Permanent Capital Vehicles generated pre-tax DE of $46 million in the quarter, up from $14 million in the third quarter of 2016, primarily due to higher incentive income. The Private Equity Funds generated pre-tax DE of $34 million, up from $13 million in the third quarter of 2016, primarily due to higher investment income and higher incentive income.

 

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Liquid Hedge Funds:

 

•

Earnings from the Affiliated Manager totaled $4 million in the quarter

(See supplemental data on page 19 for more detail on Liquid Hedge Funds results)

The Liquid Hedge Funds recorded pre-tax DE of $4 million in the third quarter of 2017, up from a $5 million pre-tax DE loss in the third quarter of 2016. The year-over-year increase was due to higher earnings from the Affiliated Manager and lower operating expenses.

Logan Circle:

 

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Completed the sale of Logan Circle to MetLife

(See supplemental data on page 20 for more detail on Logan Circle results)

Logan Circle recorded $168 million of pre-tax DE for the third quarter of 2017, including $170 million of investment income primarily related to the completed sale of Logan Circle to MetLife in September 2017.

LIQUIDITY & CAPITAL

As of September 30, 2017, Fortress had cash and cash equivalents of $666 million and debt obligations of $105 million.

As of September 30, 2017, Fortress had approximately $0.9 billion of investments in Fortress funds and options in publicly traded permanent capital vehicles and a total of $183 million in outstanding commitments to its funds. In addition, the NAV of Fortress’s investments in its own funds exceeded its segment cost basis by $507 million at quarter end, representing net unrealized gains that have not yet been recognized for segment reporting purposes.

DIVIDEND

In connection with the proposed merger between Fortress and an affiliate of SoftBank, Fortress has contractually agreed that it will not pay any dividends with respect to periods ending after March 31, 2017 while the merger agreement remains in effect.

NON-GAAP INFORMATION

DE is a supplemental metric used by management to measure Fortress’s operating performance. DE is a measure that management uses to manage, and thus report on, Fortress’s segments, namely: Private Equity, Permanent Capital Vehicles, Credit Hedge Funds, Credit PE Funds, Liquid Hedge Funds and Logan Circle. DE differs from GAAP net income in a number of material ways. For a detailed description of the calculation of pre-tax DE and fund management DE, see Exhibit 3 to this release and note 10 to the financial statements included in the Company’s most recent quarterly report on Form 10-Q.

 

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Fortress aggregates its segment results to report consolidated segment results, as shown in the table under “Summary Financial Results” and in the “Total” column of the table under “Consolidated Segment Results (Non-GAAP).” The consolidated segment results are non-GAAP financial information. Management believes that consolidated segment results provide a meaningful basis for comparison among present and future periods. However, consolidated segment results should not be considered a substitute for Fortress’s consolidated GAAP results. The exhibits to this release contain reconciliations of the components of Fortress’s consolidated segment results to the comparable GAAP measures, and Fortress urges you to review these exhibits. Fortress also uses weighted average dividend paying shares and units outstanding (used to calculate pre-tax DE per dividend paying share) and net cash and investments. The exhibits to this release contain reconciliations of these measures to the comparable GAAP measures, and Fortress urges you to review these exhibits.

INVESTOR & MEDIA RELATIONS CONTACT

Gordon E. Runté

Fortress Investment Group    

+1-212-798-6082

grunte@fortress.com

ABOUT FORTRESS

Fortress Investment Group LLC is a leading, highly diversified global investment firm with $36.1 billion in assets under management as of September 30, 2017. Founded in 1998, Fortress manages assets on behalf of over 1,750 institutional clients and private investors worldwide across a range of credit, real estate, permanent capital and private equity investment strategies. Fortress is publicly traded on the New York Stock Exchange (NYSE:FIG). For more information regarding Fortress Investment Group LLC or to be added to its e-mail distribution list, please visit www.fortress.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are generally identified by the use of words such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “could,” “would,” “seek,” “approximately,” “predict,” “intend,” “plan,” “estimate,” “anticipate,” “opportunity,” “pipeline,” “comfortable,” “assume,” “remain,” “maintain,” “sustain,” “achieve” or the negative version of those words or other comparable words. Forward-looking statements are not historical facts, but instead represent only Fortress’s beliefs as of the date of this communication regarding future events, many of which, by their nature, are inherently uncertain and outside of Fortress’s control. Numerous factors could cause actual events to differ from these forward-looking statements, and any such differences could cause our actual results to differ materially from the results expressed or implied by these forward-looking statements. Such factors include but are not limited to the following: (1) conditions to the closing of the merger, including the obtaining of required regulatory approvals, may not be satisfied; (2) the merger may involve unexpected costs, liabilities or delays; (3) the business of Fortress may suffer as a result of uncertainty surrounding the merger; (4) the outcome of any legal proceedings related to the merger; (5) Fortress may be adversely affected by other economic, business, and/or competitive factors, including the net asset value of assets in certain of Fortress’s funds; (6) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (7) risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (8) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all; and (9) the risks described from time to time in Fortress’s reports filed with the SEC under the heading “Risk Factors,” including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in other of Fortress’s filings with the SEC. In addition, new risks and uncertainties emerge from time to time, and it is not possible for Fortress to predict or assess the impact of every factor that may cause its actual results to differ from those expressed or implied in any forward-looking statements.

 

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Accordingly, you should not place undue reliance on any forward-looking statements contained in this communication, and you should not regard any forward-looking statement as a representation by Fortress or any other person that the future plans, estimates or expectations currently contemplated by Fortress will be achieved. Fortress can give no assurance that the expectations of any forward-looking statement will be obtained. Such forward-looking statements speak only as of the date of this communication. Fortress expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Fortress’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

 

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Fortress Investment Group LLC

Condensed Consolidated Statements of Operations (Unaudited)

(dollars in thousands, except per share data)

 

		Three Months Ended September 30,								Nine Months Ended June 30,
		2017				2016				2017				2016
Revenues
Management fees: affiliates		$	117,229			$	123,491			$	363,108			$	377,269
Management fees: non-affiliates			12,435				14,455				41,132				42,066
Incentive income: affiliates			59,434				17,396				145,219				71,334
Incentive income: non-affiliates			570				31,000				1,761				40,862
Expense reimbursements: affiliates			55,073				54,602				167,860				166,041
Expense reimbursements: non-affiliates			271				1,258				1,182				4,064
Other revenues			9,351				18,943				13,318				23,832
Total Revenues			254,363				261,145				733,580				725,468
Expenses
Compensation and benefits			200,645				184,159				546,037				539,643
General, administrative and other			41,048				33,046				133,573				104,942
Depreciation and amortization			4,135				5,275				13,010				17,362
Interest expense			2,246				2,643				6,451				8,662
Total Expenses			248,074				225,123				699,071				670,609
Other Income (Loss)
Gains (losses)			19,640				1,862				21,706				(22,077	)
Tax receivable agreement liability adjustment			—				—				—				(2,699	)
Earnings (losses) from equity method investees			22,577				27,467				29,221				(2,420	)
Gain on sale of Logan Circle			188,638				—				188,638				—
Total Other Income (Loss)			230,855				29,329				239,565				(27,196	)
Income (Loss) Before Income Taxes			237,144				65,351				274,074				27,663
Income tax benefit (expense)			(46,840	)			(7,008	)			(58,795	)			(11,863	)
Net Income (Loss)		$	190,304			$	58,343			$	215,279			$	15,800
Allocation of Net Income (Loss)
Principals’ and Others’ Interests in Income (Loss) of Consolidated Subsidiaries			101,484				27,181				115,200				7,609
Net Income (Loss) Attributable to Class A Shareholders			88,820				31,162				100,079				8,191
		$	190,304			$	58,343			$	215,279			$	15,800
Earnings (Loss) Per Class A Share
Net income (loss) per Class A share, basic		$	0.39			$	0.14			$	0.44			$	0.03
Net income (loss) per Class A share, diluted		$	0.37			$	0.07			$	0.43			$	0.02
Weighted average number of Class A shares outstanding, basic			219,388,077				216,913,032				220,044,051				218,160,131
Weighted average number of Class A shares outstanding, diluted			394,250,689				390,293,844				394,234,346				390,240,731

 

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Fortress Investment Group LLC

Condensed Consolidated Balance Sheets

(dollars in thousands)

 

		September 30, 2017 (Unaudited)				December 31, 2016
Assets
Cash and cash equivalents		$	665,566			$	397,125
Due from affiliates			240,122				320,633
Investments			842,421				880,001
Investments in options			69,414				53,206
Deferred tax asset, net			408,560				424,244
Other assets			91,393				126,165
Total Assets		$	2,317,476			$	2,201,374
Liabilities and Equity
Liabilities
Accrued compensation and benefits		$	304,042			$	370,413
Due to affiliates			391,271				360,769
Deferred incentive income			398,211				330,354
Debt obligations payable			105,000				182,838
Other liabilities			125,784				69,255
Total Liabilities			1,324,308				1,313,629
Commitments and Contingencies
Equity
Class A shares, no par value, 1,000,000,000 shares authorized, 219,367,912 and 216,891,601 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively			—				—
Class B shares, no par value, 750,000,000 shares authorized, 169,207,335 issued and outstanding at September 30, 2017 and December 31, 2016, respectively			—				—
Paid-in capital			1,874,340				1,899,163
Retained earnings (accumulated deficit)			(1,234,351	)			(1,333,828	)
Accumulated other comprehensive income (loss)			(2,643	)			(1,094	)
Total Fortress shareholders’ equity			637,346				564,241
Principals’ and others’ interests in equity of consolidated subsidiaries			355,822				323,504
Total Equity			993,168				887,745
		$	2,317,476			$	2,201,374

 

11

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Fortress Investment Group LLC

Exhibit 1-a

Supplemental Data for the Three Months Ended September 30, 2017 and 2016

 

		Three Months Ended September 30, 2017
						Private Equity								Credit Funds
(in millions)		Total				Funds				Permanent Capital Vehicles				Hedge Funds				PE Funds				Liquid Hedge Funds				Logan Circle
Assets Under Management
AUM—July 1, 2017		$	72,431			$	6,850			$	7,832			$	8,310			$	9,398			$	4,558			$	35,483
Capital raised			199				—				—				199				—				—				—
Equity raised (Permanent Capital Vehicles)			—				—				—				—				—				—				—
Increase in invested capital			332				111				—				—				219				2				—
Redemptions			(17	)			—				—				(17	)			—				—				—
RCA distributions11			(178	)			—				—				(178	)			—				—				—
Return of capital distributions			(2,056	)			(964	)			(36	)			1				(1,057	)			—				—
Adjustment for capital reset			(183	)			—				—				—				(183	)			—				—
Crystallized Incentive Income			(3	)			—				—				(3	)			—				—				—
Change in AUM of Affiliated Manager and co-managed funds			505				—				—				(62	)			—				567				—
Divested Businesses			(37,098	)			—				—				—				—				—				(37,098	)
Net Client Flows			888				—				—				—				—				—				888
Income (loss) and foreign exchange			1,289				252				127				202				(13	)			(6	)			727
AUM—Ending Balance		$	36,109			$	6,249			$	7,923			$	8,452			$	8,364			$	5,121			$	—
Third-Party Capital Raised		$	242			$	—			$	—			$	242			$	—			$	—			$	—
Segment Revenues
Management fees		$	131			$	20			$	31			$	37			$	29			$	1			$	13
Incentive income			140				11				58				28				42				1				—
Total			271				31				89				65				71				2				13
Segment Expenses
Operating expenses12			(122	)			(7	)			(34	)			(27	)			(32	)			(2	)			(15	)
Profit sharing compensation expenses			(41	)			(3	)			(3	)			(13	)			(22	)			—				—
Total			(163	)			(10	)			(37	)			(40	)			(54	)			(2	)			(15	)
Earnings From Affiliated Manager			4				—				—				—				—				4				—
Fund Management DE (before Principal Performance Payments)			112				21				52				25				17				4				(2	)
Principal Performance Payments			(12	)			(2	)			(6	)			(2	)			(2	)			—				—
Fund Management DE			100				19				46				23				15				4				(2	)
Investment Income			192				15				—				1				6				—				170
Unallocated Investment Income			1
Unallocated Expenses			(2	)
Pre-tax Distributable Earnings		$	291			$	34			$	46			$	24			$	21			$	4			$	168
Pre-tax Distributable Earnings per Dividend Paying Share		$	0.73

 

		Three Months Ended September 30, 2016
						Private Equity								Credit Funds
(in millions)		Total				Funds				Permanent Capital Vehicles				Hedge Funds				PE Funds				Liquid Hedge Funds				Logan Circle
Assets Under Management
AUM—July 1, 2016		$	70,195			$	6,640			$	6,644			$	8,966			$	9,243			$	4,622			$	34,080
Capital raised			120				—				—				—				120				—				—
Equity raised (Permanent Capital Vehicles)			279				—				279				—				—				—				—
Increase in invested capital			335				1				—				—				334				—				—
Redemptions			(209	)			—				—				(1	)			—				(208	)			—
RCA distributions11			(141	)			—				—				(141	)			—				—				—
Return of capital distributions			(408	)			(115	)			(45	)			—				(248	)			—				—
Crystallized Incentive Income			(6	)			—				—				(6	)			—				—				—
Change in AUM of Affiliated Manager and co-managed funds			(113	)			—				—				(240	)			—				127				—
Net Client Flows			(1,453	)			—				—				—				—				—				(1,453	)
Income (loss) and foreign exchange			1,532				545				(32	)			226				34				—				759
AUM—Ending Balance		$	70,131			$	7,071			$	6,846			$	8,804			$	9,483			$	4,541			$	33,386
Third-Party Capital Raised		$	399			$	—			$	279			$	—			$	120			$	—			$	—
Segment Revenues
Management fees		$	136			$	21			$	28			$	39			$	32			$	1			$	15
Incentive income			113				—				10				44				59				—				—
Total			249				21				38				83				91				1				15
Segment Expenses
Operating expenses			(104	)			(8	)			(17	)			(25	)			(34	)			(7	)			(13	)
Profit sharing compensation expenses			(50	)			—				(5	)			(16	)			(29	)			—				—
Total			(154	)			(8	)			(22	)			(41	)			(63	)			(7	)			(13	)
Earnings From Affiliated Manager			3				—				—				—				—				3				—
Fund Management DE (before Principal Performance Payments)			98				13				16				42				28				(3	)			2
Principal Performance Payments			(10	)			—				(2	)			(8	)			—				—				—
Fund Management DE			88				13				14				34				28				(3	)			2
Investment Income			4				—				—				2				4				(2	)			—
Unallocated Expenses			(2	)
Pre-tax Distributable Earnings		$	90			$	13			$	14			$	36			$	32			$	(5	)		$	2
Pre-tax Distributable Earnings per Dividend Paying Share		$	0.23

 

11	Represents distributions from (i) assets held by redeeming capital accounts in the Drawbridge Special Opportunities Funds, and (ii) the Value Recovery Funds.

12	Includes Unallocated Expenses of $5 million incurred by Fortress related to the proposed acquisition by SoftBank.

 

12

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Fortress Investment Group LLC

Exhibit 1-a

Supplemental Data for the Nine Months Ended September 30, 2017 and 2016

 

		Nine Months Ended September 30, 2017
						Private Equity								Credit Funds
(in millions)		Total				Funds				Permanent Capital Vehicles				Hedge Funds				PE Funds				Liquid Hedge Funds				Logan Circle
Assets Under Management
AUM—January 1, 2017		$	69,627			$	6,532			$	6,961			$	8,803			$	9,306			$	4,589			$	33,436
Capital raised			226				—				—				226				—				—				—
Equity raised (Permanent Capital Vehicles)			835				—				835				—				—				—				—
Increase in invested capital			1,073				133				—				44				894				2				—
Redemptions			(160	)			—				—				(160	)			—				—				—
RCA distributions13			(497	)			—				—				(497	)			—				—				—
Return of capital distributions			(3,040	)			(1,083	)			(150	)			(7	)			(1,630	)			(170	)			—
Adjustment for capital reset			(183	)			—				—				—				(183	)			—				—
Crystallized Incentive Income			(111	)			—				—				(111	)			—				—				—
Equity buyback			(5	)			—				(5	)			—				—				—				—
Change in AUM of Affiliated Manager and co-managed funds			393				—				—				(325	)			—				718				—
Divested Businesses			(37,098	)			—				—				—				—				—				(37,098	)
Net Client Flows			1,230				—				—				—				—				—				1,230
Income (loss) and foreign exchange			3,819				667				282				479				(23	)			(18	)			2,432
AUM—Ending Balance		$	36,109			$	6,249			$	7,923			$	8,452			$	8,364			$	5,121			$	—
Third-Party Capital Raised		$	1,846			$	—			$	835			$	309			$	702			$	—			$	—
Segment Revenues
Management fees		$	398			$	60			$	92			$	112			$	89			$	2			$	43
Incentive income			327				12				122				75				117				1				—
Total			725				72				214				187				206				3				43
Segment Expenses
Operating expenses14			(365	)			(22	)			(87	)			(82	)			(95	)			(7	)			(44	)
Profit sharing compensation expenses			(98	)			(3	)			(3	)			(32	)			(60	)			—				—
Total			(463	)			(25	)			(90	)			(114	)			(155	)			(7	)			(44	)
Earnings From Affiliated Manager			11				—				—				—				—				11				—
Fund Management DE (before Principal Performance Payments)			273				47				124				73				51				7				(1	)
Principal Performance Payments			(30	)			(2	)			(16	)			(7	)			(5	)			—				—
Fund Management DE			243				45				108				66				46				7				(1	)
Investment Income			212				15				2				4				10				11				170
Unallocated Investment Income			2
Unallocated Expenses			(6	)
Pre-tax Distributable Earnings		$	451			$	60			$	110			$	70			$	56			$	18			$	169
Pre-tax Distributable Earnings per Dividend Paying Share		$	1.14

 

		Nine Months Ended September 30, 2016
						Private Equity								Credit Funds
(in millions)		Total				Funds				Permanent Capital Vehicles				Hedge Funds				PE Funds				Liquid Hedge Funds				Logan Circle
Assets Under Management
AUM—January 1, 2016		$	70,501			$	8,991			$	6,816			$	8,799			$	9,308			$	5,409			$	31,178
Capital raised			523				—				—				268				176				79				—
Equity raised (Permanent Capital Vehicles)			279				—				279				—				—				—				—
Increase in invested capital			765				19				—				66				680				—				—
Capital acquisitions			682				—				—				682				—				—				—
Redemptions			(532	)			—				—				(65	)			—				(467	)			—
RCA distributions13			(314	)			—				—				(314	)			—				—				—
Return of capital distributions			(1,834	)			(717	)			(105	)			(4	)			(979	)			(29	)			—
Adjustment for capital reset			(650	)			(650	)			—				—				—				—				—
Crystallized Incentive Income			(63	)			—				—				(63	)			—				—				—
Equity buyback			(125	)			—				(125	)			—				—				—				—
Change in AUM of Affiliated Manager and co-managed funds			(1,271	)			—				—				(1,015	)			—				(256	)			—
Divested Businesses			(177	)			—				—				—				—				(177	)			—
Net Client Flows			(1,174	)			—				—				—				—				—				(1,174	)
Income (loss) and foreign exchange			3,521				(572	)			(19	)			450				298				(18	)			3,382
AUM—Ending Balance		$	70,131			$	7,071			$	6,846			$	8,804			$	9,483			$	4,541			$	33,386
Third-Party Capital Raised		$	833			$	—			$	279			$	299			$	176			$	79			$	—
Segment Revenues
Management fees		$	418			$	73			$	82			$	113			$	94			$	13			$	43
Incentive income			308				—				26				84				197				1				—
Total			726				73				108				197				291				14				43
Segment Expenses
Operating expenses			(319	)			(28	)			(54	)			(80	)			(95	)			(23	)			(39	)
Profit sharing compensation expenses			(139	)			—				(9	)			(30	)			(99	)			(1	)			—
Total			(458	)			(28	)			(63	)			(110	)			(194	)			(24	)			(39	)
Earnings From Affiliated Manager			5				—				—				—				—				5				—
Fund Management DE (before Principal Performance Payments)			273				45				45				87				97				(5	)			4
Principal Performance Payments			(24	)			—				(6	)			(14	)			(4	)			—				—
Fund Management DE			249				45				39				73				93				(5	)			4
Investment Income			15				(1	)			2				3				14				(4	)			1
Unallocated Expenses			(9	)
Pre-tax Distributable Earnings		$	255			$	44			$	41			$	76			$	107			$	(9	)		$	5
Pre-tax Distributable Earnings per Dividend Paying Share		$	0.64

 

 

 

13	Represents distributions from (i) assets held by redeeming capital accounts in the Drawbridge Special Opportunities Funds, and (ii) the Value Recovery Funds.

14	Includes Unallocated Expenses of $28 million incurred by Fortress related to the proposed acquisition by SoftBank.

 

13

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Fortress Investment Group LLC

Exhibit 2-a

Assets Under Management and Fund Management DE

(dollars in millions)

 

		Three Months Ended																Full Year 2016				Three Months Ended												Nine Months Ended September 30, 2017
Fortress		March 31, 2016				June 30, 2016				September 30, 2016				December 31, 2016								March 31, 2017				June 30, 2017				September 30, 2017
Assets Under Management
Private Equity Funds		$	7,179			$	6,640			$	7,071			$	6,532			$	6,532			$	6,695			$	6,850			$	6,249			$	6,249
Permanent Capital Vehicles			6,773				6,644				6,846				6,961				6,961				7,816				7,832				7,923				7,923
Credit Hedge Funds15			9,336				8,966				8,804				8,803				8,803				8,633				8,310				8,452				8,452
Credit Private Equity Funds			9,353				9,243				9,483				9,306				9,306				9,098				9,398				8,364				8,364
Liquid Hedge Funds16			5,195				4,622				4,541				4,589				4,589				4,198				4,558				5,121				5,121
Logan Circle17			32,801				34,080				33,386				33,436				33,436				33,719				35,483				—				—
AUM—Ending Balance		$	70,637			$	70,195			$	70,131			$	69,627			$	69,627			$	70,159			$	72,431			$	36,109			$	36,109
Third-Party Capital Raised		$	348			$	86			$	399			$	437			$	1,270			$	1,550			$	54			$	242			$	1,846
Segment Revenues
Management fees		$	141			$	141			$	136			$	133			$	551			$	133			$	134			$	131			$	398
Incentive income			64				131				113				133				441				103				84				140				327
Total			205				272				249				266				992				236				218				271				725
Segment Expenses
Operating expenses18			(109	)			(106	)			(104	)			(119	)			(438	)			(127	)			(116	)			(122	)			(365	)
Profit sharing compensation expenses			(31	)			(58	)			(50	)			(49	)			(188	)			(40	)			(17	)			(41	)			(98	)
Total			(140	)			(164	)			(154	)			(168	)			(626	)			(167	)			(133	)			(163	)			(463	)
Earnings From Affiliated Manager			1				1				3				10				15				1				6				4				11
Fund Management DE (before Principal Performance Payments)			66				109				98				108				381				70				91				112				273
Principal Performance Payments			(3	)			(11	)			(10	)			(12	)			(36	)			(9	)			(9	)			(12	)			(30	)
Fund Management DE		$	63			$	98			$	88			$	96			$	345			$	61			$	82			$	100			$	243
Net Investment Income			1				3				2				11				17				13				4				191				208
Pre-tax Distributable Earnings		$	64			$	101			$	90			$	107			$	362			$	74			$	86			$	291			$	451

 

 

15	The Assets Under Management presented for the Credit Hedge Funds includes $1,371 million related to co-managed funds as of 3Q 2017.

16	The Assets Under Management presented for the Liquid Hedge Funds includes $5,083 million related to the Affiliated Manager as of 3Q 2017.

17	Fortress sold the Logan Circle business in September 2017.

18	Includes Unallocated Expenses of $21 million, $2 million and $5 million incurred by Fortress related to the proposed acquisition by SoftBank in 1Q 2017, 2Q 2017 and 3Q 2017, respectively.

 

14

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Fortress Investment Group LLC

Exhibit 2-b

Assets Under Management and Fund Management DE

(dollars in millions)

 

		Three Months Ended																Full Year 2016				Three Months Ended												Nine Months Ended September 30, 2017
Private Equity Funds		March 31, 2016				June 30, 2016				September 30, 2016				December 31, 2016								March 31, 2017				June 30, 2017				September 30, 2017
Assets Under Management
Main Funds19		$	4,907			$	4,479			$	4,980			$	4,502			$	4,502			$	4,676			$	4,660			$	4,234			$	4,234
Coinvestment Funds20			1,552				1,463				1,412				1,374				1,374				1,378				1,617				1,464				1,464
MSR Opportunities Funds21			333				309				285				261				261				239				220				203				203
Italian NPL Opportunities Fund			231				225				228				213				213				216				163				151				151
Fortress Equity Partners			156				164				166				182				182				186				190				197				197
AUM—Ending Balance		$	7,179			$	6,640			$	7,071			$	6,532			$	6,532			$	6,695			$	6,850			$	6,249			$	6,249
Third-Party Capital Raised		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Segment Revenues
Management fees		$	26			$	26			$	21			$	21			$	94			$	20			$	20			$	20			$	60
Incentive income			—				—				—				—				—				—				1				11				12
Total			26				26				21				21				94				20				21				31				72
Segment Expenses
Operating expenses			(10	)			(10	)			(8	)			(8	)			(36	)			(8	)			(7	)			(7	)			(22	)
Profit sharing compensation expenses			—				—				—				—				—				—				—				(3	)			(3	)
Total			(10	)			(10	)			(8	)			(8	)			(36	)			(8	)			(7	)			(10	)			(25	)
Fund Management DE (before Principal Performance Payments)			16				16				13				13				58				12				14				21				47
Principal Performance Payments			—				—				—				—				—				—				—				(2	)			(2	)
Fund Management DE		$	16			$	16			$	13			$	13			$	58			$	12			$	14			$	19			$	45
Net Investment Income			(2	)			1				—				2				1				—				—				15				15
Pre-tax Distributable Earnings		$	14			$	17			$	13			$	15			$	59			$	12			$	14			$	34			$	60

 

19	Combined AUM for Fund IV and Fund V.

20	Combined AUM for Fund IV Coinvestment, Fund V Coinvestment, FHIF and FECI.

21	Combined AUM for MSR Opportunities Fund I A, MSR Opportunities Fund I B, MSR Opportunities Fund II A, MSR Opportunities Fund II B and MSR Opportunities Fund MA I.

 

15

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Fortress Investment Group LLC

Exhibit 2-c

Assets Under Management and Fund Management DE

(dollars in millions)

 

		Three Months Ended																Full Year 2016				Three Months Ended												Nine Months Ended September 30, 2017
Permanent Capital Vehicles		March 31, 2016				June 30, 2016				September 30, 2016				December 31, 2016								March 31, 2017				June 30, 2017				September 30, 2017
Assets Under Management
Drive Shack Inc.		$	680			$	680			$	680			$	680			$	680			$	680			$	681			$	681			$	681
New Residential Investment Corp.			2,689				2,689				2,948				2,948				2,948				3,782				3,782				3,782				3,782
Eurocastle Investment Limited			608				510				486				488				488				587				627				745				745
New Media Investment Group Inc.			637				637				637				772				772				712				707				707				707
New Senior Investment Group Inc.			1,024				1,024				1,024				1,024				1,024				1,020				1,020				1,020				1,020
Fortress Transportation and Infrastructure Investors LLC			1,135				1,104				1,071				1,049				1,049				1,035				1,015				988				988
AUM—Ending Balance		$	6,773			$	6,644			$	6,846			$	6,961			$	6,961			$	7,816			$	7,832			$	7,923			$	7,923
Third-Party Capital Raised		$	—			$	—			$	279			$	135			$	414			$	835			$	—			$	—			$	835
Segment Revenues
Management fees		$	27			$	27			$	28			$	28			$	110			$	31			$	30			$	31			$	92
Incentive income			2				14				10				41				67				16				48				58				122
Total			29				41				38				69				177				47				78				89				214
Segment Expenses
Operating expenses			(19	)			(18	)			(17	)			(26	)			(80	)			(24	)			(29	)			(34	)			(87	)
Profit sharing compensation expenses			(1	)			(3	)			(5	)			(6	)			(15	)			—				—				(3	)			(3	)
Total			(20	)			(21	)			(22	)			(32	)			(95	)			(24	)			(29	)			(37	)			(90	)
Fund Management DE (before Principal Performance Payments)			9				20				16				37				82				23				49				52				124
Principal Performance Payments			(1	)			(3	)			(2	)			(6	)			(12	)			(4	)			(6	)			(6	)			(16	)
Fund Management DE		$	8			$	17			$	14			$	31			$	70			$	19			$	43			$	46			$	108
Net Investment Income			1				1				—				1				3				1				1				—				2
Pre-tax Distributable Earnings		$	9			$	18			$	14			$	32			$	73			$	20			$	44			$	46			$	110

 

16

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Fortress Investment Group LLC

Exhibit 2-d

Assets Under Management and Fund Management DE

(dollars in millions)

 

		Three Months Ended																Full Year 2016				Three Months Ended												Nine Months Ended September 30, 2017
Credit Hedge Funds		March 31, 2016				June 30, 2016				September 30, 2016				December 31, 2016								March 31, 2017				June 30, 2017				September 30, 2017
Assets Under Management
Drawbridge Special Opportunities Funds22		$	5,816			$	5,928			$	6,019			$	6,153			$	6,153			$	6,054			$	6,010			$	6,047			$	6,047
Third Party Originated Funds23			815				837				821				840				840				831				706				743				743
Japan Income Fund			116				123				125				114				114				143				161				163				163
Asset-Based Income Fund			—				—				—				—				—				—				—				128				128
Co-Managed Funds24			2,589				2,078				1,838				1,696				1,696				1,605				1,433				1,371				1,371
AUM-Ending Balance		$	9,336			$	8,966			$	8,804			$	8,803			$	8,803			$	8,633			$	8,310			$	8,452			$	8,452
Third-Party Capital Raised		$	272			$	27			$	—			$	—			$	299			$	13			$	54			$	242			$	309
Segment Revenues
Management fees		$	37			$	37			$	39			$	37			$	150			$	37			$	38			$	37			$	112
Incentive income			7				33				44				47				131				32				15				28				75
Total			44				70				83				84				281				69				53				65				187
Segment Expenses
Operating expenses			(26	)			(29	)			(25	)			(27	)			(107	)			(27	)			(28	)			(27	)			(82	)
Profit sharing compensation expenses			(3	)			(11	)			(16	)			(20	)			(50	)			(13	)			(6	)			(13	)			(32	)
Total			(29	)			(40	)			(41	)			(47	)			(157	)			(40	)			(34	)			(40	)			(114	)
Fund Management DE (before Principal Performance Payments)			15				30				42				37				124				29				19				25				73
Principal Performance Payments			(1	)			(5	)			(8	)			(5	)			(19	)			(2	)			(3	)			(2	)			(7	)
Fund Management DE		$	14			$	25			$	34			$	32			$	105			$	27			$	16			$	23			$	66
Net Investment Income			—				1				2				3				6				1				2				1				4
Pre-tax Distributable Earnings		$	14			$	26			$	36			$	35			$	111			$	28			$	18			$	24			$	70
Net Returns25
Drawbridge Special Opportunities Fund LP			0.6	%			2.8	%			2.7	%			3.3	%			9.7	%			2.4	%			1.2	%			2.0	%			5.6	%
Drawbridge Special Opportunities Fund Ltd			(1.3	%)			1.5	%			3.1	%			2.6	%			5.9	%			2.2	%			1.0	%			2.6	%			5.8	%

 

22	Combined AUM for Drawbridge Special Opportunities Fund LP, Drawbridge Special Opportunities Fund Ltd, Drawbridge Special Opportunities Fund managed accounts, Worden Fund LP and Worden Fund II LP. Worden Fund II LP was closed in 1Q 2016.

23	Combined AUM for the third party originated JP Funds and third party originated Value Recovery Funds.

24	Combined AUM for the Mount Kellett investment funds and related accounts.

25

The performance data contained herein reflects returns for a “new issue eligible,” single investor class as of the close of business on the last day of the relevant period. Net returns reflect performance data after taking into account management fees borne by the Fund and incentive allocations. The returns for the Drawbridge Special Opportunities Funds reflect the performance of each fund excluding special investments and the performance of the redeeming capital accounts which relate to December 31, 2009, December 31, 2010, December 31, 2011, December 31, 2012, December 31, 2013, December 31, 2014, December 31, 2015 and December 31, 2016 redemptions.

 

17

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Fortress Investment Group LLC

Exhibit 2-e

Assets Under Management and Fund Management DE

(dollars in millions)

 

		Three Months Ended																Full Year 2016				Three Months Ended												Nine Months Ended September 30, 2017
Credit Private Equity Funds		March 31, 2016				June 30, 2016				September 30, 2016				December 31, 2016								March 31, 2017				June 30, 2017				September 30, 2017
Assets Under Management
Long Dated Value Funds26		$	292			$	203			$	186			$	186			$	186			$	186			$	186			$	186			$	186
Real Assets Funds			50				33				33				33				33				33				—				—				—
Fortress Credit Opportunities Funds27			6,894				6,765				7,031				7,112				7,112				6,773				7,145				6,133				6,133
Japan Opportunity Funds28			2,117				2,242				2,234				1,975				1,975				2,107				2,067				2,045				2,045
AUM-Ending Balance		$	9,353			$	9,243			$	9,483			$	9,306			$	9,306			$	9,098			$	9,398			$	8,364			$	8,364
Third-Party Capital Raised		$	13			$	43			$	120			$	302			$	478			$	702			$	—			$	—			$	702
Segment Revenues
Management fees		$	31			$	31			$	32			$	32			$	126			$	30			$	30			$	29			$	89
Incentive income			53				85				59				44				241				55				20				42				117
Total			84				116				91				76				367				85				50				71				206
Segment Expenses
Operating expenses			(32	)			(29	)			(34	)			(38	)			(133	)			(31	)			(32	)			(32	)			(95	)
Profit sharing compensation expenses			(26	)			(44	)			(29	)			(23	)			(122	)			(27	)			(11	)			(22	)			(60	)
Total			(58	)			(73	)			(63	)			(61	)			(255	)			(58	)			(43	)			(54	)			(155	)
Fund Management DE (before Principal Performance Payments)			26				43				28				15				112				27				7				17				51
Principal Performance Payments			(1	)			(3	)			—				(1	)			(5	)			(3	)			—				(2	)			(5	)
Fund Management DE		$	25			$	40			$	28			$	14			$	107			$	24			$	7			$	15			$	46
Net Investment Income			3				7				4				6				20				3				1				6				10
Pre-tax Distributable Earnings		$	28			$	47			$	32			$	20			$	127			$	27			$	8			$	21			$	56

 

26	Combined AUM for Long Dated Value Fund I, Long Dated Value Fund II, Long Dated Value Fund III and LDVF Patent Fund.

27

Combined AUM for Credit Opportunities Fund, Credit Opportunities Fund II, Credit Opportunities Fund III, Credit Opportunities Fund IV, FCO Managed Accounts, Global Opportunities Funds, Life Settlements Fund, Life Settlements Fund MA, SIP managed account, Real Estate Opportunities Fund, Real Estate Opportunities Fund II, Real Estate Opportunities REOC Fund and Secured Lending Fund I.

28	Combined AUM for Japan Opportunity Fund, Japan Opportunity Fund II (Dollar), Japan Opportunity Fund II (Yen), Japan Opportunity Fund III (Dollar), Japan Opportunity Fund III (Yen), FJOF3 Residential Coinvestment Fund (Dollar) and FJOF3 Residential Coinvestment Fund (Yen).

 

18

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Fortress Investment Group LLC

Exhibit 2-f

Assets Under Management and Fund Management DE

(dollars in millions)

 

		Three Months Ended																Full Year 2016				Three Months Ended												Nine Months Ended September 30, 2017
Liquid Hedge Funds		March 31, 2016				June 30, 2016				September 30, 2016				December 31, 2016								March 31, 2017				June 30, 2017				September 30, 2017
Assets Under Management
Drawbridge Global Macro Funds29			116				112				101				39				39				39				35				38				38
Fortress Convex Asia Funds30			176				—				—				—				—				—				—				—				—
Fortress Centaurus Global Funds31			206				182				—				—				—				—				—				—				—
Fortress Partners Funds32			228				215				199				186				186				9				7				—				—
Affiliated Manager33			4,469				4,113				4,240				4,365				4,365				4,150				4,516				5,083				5,083
AUM-Ending Balance		$	5,195			$	4,622			$	4,541			$	4,589			$	4,589			$	4,198			$	4,558			$	5,121			$	5,121
Third-Party Capital Raised		$	63			$	16			$	—			$	—			$	79			$	—			$	—			$	—			$	—
Segment Revenues
Management fees		$	6			$	6			$	1			$	1			$	14			$	—			$	1			$	1			$	2
Incentive income			2				(1	)			—				—				1				—				—				1				1
Total			8				5				1				1				15				—				1				2				3
Segment Expenses
Operating expenses			(9	)			(7	)			(7	)			(5	)			(28	)			(2	)			(3	)			(2	)			(7	)
Profit sharing compensation expenses			(1	)			—				—				—				(1	)			—				—				—				—
Total			(10	)			(7	)			(7	)			(5	)			(29	)			(2	)			(3	)			(2	)			(7	)
Earnings From Affiliated Manager			1				1				3				10				15				1				6				4				11
Fund Management DE (before Principal Performance Payments)			(1	)			(1	)			(3	)			6				1				(1	)			4				4				7
Principal Performance Payments			—				—				—				—				—				—				—				—				—
Fund Management DE		$	(1	)		$	(1	)		$	(3	)		$	6			$	1			$	(1	)		$	4			$	4			$	7
Net Investment Income			3				(5	)			(2	)			1				(3	)			9				2				—				11
Pre-tax Distributable Earnings		$	2			$	(6	)		$	(5	)		$	7			$	(2	)		$	8			$	6			$	4			$	18
Net Returns34
Fortress Convex Asia Fund Ltd			1.5	%			(1.2	%)			N/A				N/A				0.3	%			N/A				N/A				N/A				N/A
Fortress Centaurus Global Fund Ltd			1.9	%			(6.1	%)			(3.3	%)			N/A				(7.5	%)			N/A				N/A				N/A				N/A

 

29	Combined AUM for Drawbridge Global Macro Fund LP and Drawbridge Global Macro Intermediate Fund LP.

30	Combined AUM for Fortress Convex Asia Fund LP, Fortress Convex Asia Fund Ltd, Fortress Convex Asia Fund PF LP and Fortress Convex Asia Fund PF Ltd. In 2Q 2016, Fortress transferred its interests as general partner and investment manager of the Fortress Convex Asia Funds to a third party.

31	Combined AUM for Fortress Centaurus Global Fund LP and Fortress Centaurus Global Fund Ltd. In 3Q 2016, Fortress closed the Fortress Centaurus Global Funds.

32	Combined AUM for Fortress Partners Fund LP and Fortress Partners Offshore Fund LP.

33	In 1Q 2015, the Fortress Asia Macro Funds and related managed accounts transitioned to Graticule Asset Management and became an Affiliated Manager.

34	The performance data contained herein reflects returns for a “new issue eligible,” single investor class as of the close of business on the last day of the relevant period. Net returns reflect performance data after taking into account management fees borne by the Fund and incentive allocations.

 

19

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Fortress Investment Group LLC

Exhibit 2-g

Assets Under Management and Fund Management DE

(dollars in millions)

 

		Three Months Ended																Full Year  2016				Three Months Ended												Nine Months Ended September 30, 2017
Logan Circle35		March 31, 2016				June 30, 2016				September 30, 2016				December 31, 2016								March 31, 2017				June 30, 2017				September 30, 2017
Assets Under Management
AUM - Ending Balance		$	32,801			$	34,080			$	33,386			$	33,436			$	33,436			$	33,719			$	35,483			$	—			$	—
Net Client Flows		$	261			$	18			$	(1,453	)		$	1,049			$	(125	)		$	(362	)		$	704			$	888			$	1,230
Segment Revenues
Management fees		$	14			$	14			$	15			$	14			$	57			$	15			$	15			$	13			$	43
Incentive income			—				—				—				1				1				—				—				—				—
Total			14				14				15				15				58				15				15				13				43
Segment Expenses
Operating expenses			(13	)			(13	)			(13	)			(15	)			(54	)			(14	)			(15	)			(15	)			(44	)
Profit sharing compensation expenses			—				—				—				—				—				—				—				—				—
Total			(13	)			(13	)			(13	)			(15	)			(54	)			(14	)			(15	)			(15	)			(44	)
Fund Management DE		$	1			$	1			$	2			$	—			$	4			$	1			$	—			$	(2	)		$	(1	)
Net Investment Income			—				1				—				(1	)			—				—				—				170				170
Pre-tax Distributable Earnings		$	1			$	2			$	2			$	(1	)		$	4			$	1			$	—			$	168			$	169

 

35	Fortress sold the Logan Circle business in September 2017.

 

20

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Fortress Investment Group LLC

Exhibit 3

Reconciliation of GAAP Net Income (Loss) to Pre-tax Distributable Earnings and Fund Management DE,

Reconciliation of GAAP Revenues to Segment Revenues and Reconciliation of GAAP Expenses to Segment Expenses

(dollars in millions)

 

		Three Months Ended																				Three Months Ended
		March 31, 2016				June 30, 2016				September 30, 2016				December 31, 2016				Full Year 2016				March 31, 2017				June 30, 2017				September 30, 2017				Nine Months Ended September 30, 2017
GAAP Net Income (Loss)		$	(16	)		$	(27	)		$	58			$	165			$	181			$	(7	)		$	32			$	190			$	215
Principals’ and Others’ Interests in (Income) Loss of Consolidated Subsidiaries			7				13				(28	)			(79	)			(87	)			4				(17	)			(101	)			(115	)
Redeemable non-controlling interests in Income (Loss)			—				—				—				—				—				—				—				—				—
GAAP Net Income (Loss) Attributable to Class A Shareholders		$	(9	)		$	(14	)		$	31			$	86			$	94			$	(3	)		$	15			$	89			$	100
Private Equity incentive income			23				73				8				(38	)			66				41				12				12				65
Hedge Fund, PCV and Logan Circle incentive income			8				26				35				(69	)			—				31				16				51				98
Incentive income received related to exercise of options			—				—				4				—				4				—				—				10				10
Distributions of earnings from equity method investees			3				8				4				11				26				13				3				19				36
Losses (earnings) from equity method investees			24				8				(24	)			30				38				22				(20	)			(16	)			(14	)
Losses (gains) on options			2				(12	)			(4	)			(9	)			(23	)			(27	)			23				(15	)			(19	)
Losses (gains) on other Investments			15				19				1				(37	)			(2	)			6				(3	)			(4	)			(1	)
Impairment of investments			(2	)			(1	)			—				(1	)			(4	)			—				—				—				—
Adjust income from the receipt of options			—				—				(2	)			(3	)			(5	)			(8	)			—				—				(8	)
Amortization of intangible assets and impairment of goodwill			1				—				1				1				3				1				—				1				2
Employee, Principal and director compensation			3				2				2				37				44				3				10				15				28
Adjust non-controlling interests related to Fortress Operating Group units			(8	)			(12	)			27				79				86				(4	)			17				102				115
Tax receivable agreement liability reduction			3				—				—				4				7				—				—				—				—
Adjust income taxes and other tax related items			1				4				7				16				28				(1	)			13				47				59
Adjust gain on sale of Logan Circle			—				—				—				—				—				—				—				(20	)			(20	)
Pre-tax Distributable Earnings		$	64			$	101			$	90			$	107			$	362			$	74			$	86			$	291			$	451
Investment Loss (income)			(4	)			(6	)			(4	)			(13	)			(27	)			(15	)			(6	)			(193	)			(214	)
Interest Expense			3				3				2				2				10				2				2				2				6
Fund Management DE		$	63			$	98			$	88			$	96			$	345			$	61			$	82			$	100			$	243
GAAP Revenues		$	232			$	232			$	261			$	438			$	1,164			$	232			$	247			$	254			$	734
Adjust management fees			1				—				—				—				1				1				—				1				2
Adjust incentive income			31				100				65				(107	)			89				72				28				79				179
Adjust income from the receipt of options			—				—				(2	)			(3	)			(5	)			(8	)			—				—				(8	)
Other revenues			(59	)			(60	)			(75	)			(62	)			(257	)			(61	)			(57	)			(63	)			(182	)
Segment Revenues		$	205			$	272			$	249			$	266			$	992			$	236			$	218			$	271			$	725
GAAP Expenses		$	207			$	238			$	226			$	280			$	951			$	241			$	210			$	248			$	699
Adjust interest expense			(3	)			(3	)			(2	)			(2	)			(10	)			(2	)			(2	)			(2	)			(6	)
Adjust employee, Principal and director compensation			(2	)			(1	)			(1	)			(35	)			(39	)			(2	)			(6	)			(8	)			(16	)
Adjust amortization of intangible assets and impairment of goodwill			(1	)			—				(1	)			(1	)			(3	)			(1	)			—				(1	)			(2	)
Adjust expense reimbursements from affiliates and non-affiliates			(57	)			(58	)			(58	)			(60	)			(233	)			(58	)			(57	)			(56	)			(171	)
Adjust Principal Performance Payments			(4	)			(12	)			(10	)			(14	)			(40	)			(11	)			(12	)			(18	)			(41	)
Segment Expenses		$	140			$	164			$	154			$	168			$	626			$	167			$	133			$	163			$	463

 

21

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‘‘Distributable earnings’’ is Fortress’s supplemental measure of operating performance used by management in analyzing segment and overall results. As compared to generally accepted accounting principles (‘‘GAAP’’) net income, distributable earnings excludes the effects of unrealized gains (or losses) on illiquid investments, reflects contingent revenue which has been received as income to the extent it is not expected to be reversed, and disregards expenses which do not require an outlay of assets, whether currently or on an accrued basis. Distributable earnings is reflected on an unconsolidated and pre-tax basis, and, therefore, the interests in consolidated subsidiaries related to Fortress Operating Group units (held by the principals) and income tax expense are added back in its calculation. Distributable earnings is not a measure of cash generated by operations which is available for distribution nor should it be considered in isolation or as an alternative to cash flow or net income in accordance with GAAP and it is not necessarily indicative of liquidity or cash available to fund the Company’s operations. For a complete discussion of distributable earnings and its reconciliation to GAAP, as well as an explanation of the calculation of distributable earnings impairment, see note 10 to the financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.

Fortress’s management uses distributable earnings:

 

•

in making operating decisions and assessing the performance of each of the Company’s core businesses;

 

•

for planning purposes, including the preparation of annual operating budgets;

 

•

as a valuation measure in strategic analyses in connection with the performance of its funds and the performance of its employees; and

 

•

to assist in evaluating its periodic distributions to equity holders.

Growing distributable earnings is a key component to the Company’s business strategy and distributable earnings is the supplemental measure used by management to evaluate the economic profitability of each of the Company’s businesses and total operations. Therefore, Fortress believes that it provides useful information to investors in evaluating its operating performance. Fortress’s definition of distributable earnings is not based on any definition contained in its amended and restated operating agreement.

“Fund management DE” is equal to pre-tax distributable earnings excluding our direct investment-related results. Fund management DE is comprised of “Pre-tax Distributable Earnings” excluding “Investment Loss (Income)” and “Interest Expense.” Fund management DE and its components are used by management to analyze and measure the performance of our investment management business on a stand-alone basis. Fortress defines segment operating margin to be equal to fund management DE divided by segment revenues. The Company believes that it is useful to provide investors with the opportunity to review our investment management business using the same metrics. Fund management DE and its components are subject to the same limitations as pre-tax distributable earnings, as described above.

 

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Fortress Investment Group LLC

Exhibit 4

Reconciliation of Weighted Average Class A Shares Outstanding (Used for Basic EPS) to Weighted Average Dividend Paying Shares and Units Outstanding (Used for DEPS)

 

		Three Months Ended September 30,								Nine Months Ended June 30,
		2017				2016				2017				2016
Weighted Average Class A Shares Outstanding (Used for Basic EPS)			219,388,077				216,913,032				220,044,051				218,160,131
Weighted average fully vested restricted Class A share units with dividend equivalent rights			(20,165	)			(303,762	)			(1,471,162	)			(755,599	)
Weighted average restricted Class A shares			(934,192	)			(886,867	)			(933,845	)			(822,628	)
Weighted Average Class A Shares Outstanding			218,433,720				215,722,403				217,639,044				216,581,904
Weighted average restricted Class A shares36			934,192				886,867				933,845				822,628
Weighted average fully vested restricted Class A share units which are entitled to dividend equivalent payments			20,165				303,762				1,471,162				755,599
Weighted average unvested restricted Class A share units which are entitled to dividend equivalent payments			7,461,953				8,063,715				7,396,854				7,982,073
Weighted average Fortress Operating Group units			169,207,335				169,437,692				169,207,335				169,488,696
Weighted Average Class A Shares Outstanding (Used for DEPS)			396,057,365				394,414,439				396,648,240				395,630,900
Weighted average vested and unvested restricted Class A share units which are not entitled to dividend equivalent payments			8,458,814				9,197,150				8,321,531				9,099,458
Weighted Average Fully Diluted Shares and Units Outstanding (Used for Diluted DEPS)			404,516,179				403,611,589				404,969,771				404,730,358

“Dividend paying shares and units” represents the number of shares and units outstanding at the end of the period which were entitled to receive dividends or related distributions. It excludes certain potentially dilutive equity instruments, primarily non-dividend paying restricted Class A share units, and, therefore, is limited in its usefulness in computing per share amounts. Accordingly, dividend paying shares and units should be considered only as a supplement and not an alternative to GAAP basic and diluted shares outstanding. The Company’s calculation of dividend paying shares and units may be different from the calculation used by other companies and, therefore, comparability may be limited.

 

 

36	Includes both fully vested and unvested restricted Class A shares.

 

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Fortress Investment Group LLC

Exhibit 5

Reconciliation of GAAP Book Value Per Share to Net Cash and Investments Per Share

(dollars and shares in thousands)

 

		As of September 30, 2017								As of December 31, 2016
		GAAP Book Value				Net Cash and Investments				GAAP Book Value				Net Cash and Investments
Cash and Cash equivalents		$	665,566			$	665,566			$	397,125			$	397,125
Investments			842,421				842,421				880,001				880,001
Investments in options37			69,414				—				53,206				—
Due from Affiliates			240,122				—				320,633				—
Deferred Tax Asset, net			408,560				—				424,244				—
Other Assets			91,393				—				126,165				—
Total Assets			2,317,476				1,507,987				2,201,374				1,277,126
Debt Obligations Payable		$	105,000			$	105,000			$	182,838			$	182,838
Accrued Compensation and Benefits			304,042				—				370,413				—
Due to Affiliates			391,271				—				360,769				—
Deferred Incentive Income			398,211				—				330,354				—
Other Liabilities			125,784				—				69,255				—
Total Liabilities			1,324,308				105,000				1,313,629				182,838
Net		$	993,168			$	1,402,987			$	887,745			$	1,094,288
		Shares Outstanding				Dividend Paying Shares and Units Outstanding				Shares Outstanding				Dividend Paying Shares and Units Outstanding
Class A Shares			218,434				218,434				216,005				216,005
Restricted Class A Shares			934				934				887				887
Fortress Operating Group Units			169,207				169,207				169,207				169,207
Fully Vested Class A Shares - Dividend Paying			—				71				—				468
Unvested Class A Shares - Dividend Paying			—				7,462				—				8,064
Shares Outstanding			388,575				396,108				386,099				394,631
Per Share		$	2.56			$	3.54			$	2.30			$	2.77

Net cash and investments represents cash and cash equivalents plus investments less debt outstanding. The Company believes that net cash and investments is a useful supplemental measure because it provides investors with information regarding the Company’s net investment assets. Net cash and investments excludes certain assets (investments in options, due from affiliates, deferred tax asset, other assets) and liabilities (due to affiliates, accrued compensation and benefits, deferred incentive income and other liabilities) and its utility as a measure of financial position is limited. Accordingly, net cash and investments should be considered only as a supplement and not an alternative to GAAP book value as a measure of the Company’s financial position. The Company’s calculation of net cash and investments may be different from the calculation used by other companies and, therefore, comparability may be limited.

 

37

The intrinsic value of options in equity method investees totaled $48 million at quarter end and is included in our undistributed, unrecognized incentive income. This value represents incentive income that would have been recorded in Distributable Earnings if Fortress had exercised all of its in-the-money options it holds in the Permanent Capital Vehicles and sold all of the resulting shares at their September 30, 2017 closing price and differs from the fair value derived from option pricing models included in the table above.

 

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