primarily due to higher legal provisions, lower incentive income, lower interest income, and higher interest expense, partially offset by lower compensation and benefits expense, and higher management fees.

Liquidity and Capital Resources

Overview

The working capital needs of our business have historically been met, and we anticipate will continue to be met, through cash generated from management fees and incentive income earned from our funds.

We ended the quarter with $143.0 million of unrestricted cash and cash equivalents, $241.6 million of longer-term U.S. government obligations (Treasury bills) and $45.9 million of management fees and incentive income receivable (the majority of which will be collected in the fourth quarter of 2021). We also have access to an additional $25.0 million through our undrawn 2020 Revolving Credit Facility.

Based on management’s experience and our current level of assets under management, we believe that our current liquidity position, together with the cash generated from management fees will be sufficient to meet our anticipated fixed operating expenses (as defined below) and other working capital needs for at least the next 12 months. For our longer-term liquidity needs, we expect to continue to fund our fixed operating expenses through management fees and to fund discretionary cash bonuses and the repayment of our financing arrangements through a combination of management fees and incentive income. We may also decide to meet these requirements by issuing additional debt, equity or other securities.

Over the long term, we believe we will be able to grow our assets under management and generate positive investment performance in our funds, which we expect will allow us to grow our management fees and incentive income in amounts sufficient to cover our long-term liquidity requirements.

To maintain maximum flexibility to meet demands and opportunities both in the short and long term, and subject to existing contractual arrangements, we may want to use cash on hand, issue additional equity or borrow additional funds to:

•Support the future growth in our business.

•Create new or enhance existing products and investment platforms.

•Repay amounts due under our debt obligations and repurchase agreements.

•Repurchase Class A Shares or Sculptor Operating Group ~~from~~Units.

•Pursue new investment opportunities.

•Develop new distribution channels.

•Pay dividends.

Recent Developments

In the nine months ended September 30, 2021, we repaid $224.4 million of the 2020 Term Loan, leaving a balance of $95.0 million.

In September 2021, we subleased a portion of our ~~funds, as well as other sources~~New York City office space. As a result of ~~liquidity noted above and below.~~the sublease, we expect to save $14.3 million of rent costs through the lease maturity in 2029.

Liquidity Needs

Over the next 12 months, we expect that our primary liquidity needs will be to:

•Pay our operating expenses.

•Pay interest and principal ~~as applicable,~~ on our ~~repurchase agreements, debt obligations and 2019 Preferred Units.~~financing arrangements.

•Provide capital to facilitate the growth of our business, including making risk retention investments in CLOs managed by us that are subject to EU and UK risk retention rules.

•Pay income taxes, ~~as well as compensation-related~~RSU tax withholding ~~obligations.~~obligations and amounts due under the tax receivable agreement.

•Make cash distributions in accordance with our distribution ~~policy as discussed below under “—Dividends and Distributions.”~~policy.

On November 4, 2020, we paid approximately $138.0 million to resolve U.S. v. Oz Africa Management GP, LLC, Cr. No. 16-515 (NGG) (EDNY), as described in Note 18 to our consolidated financial statements included in this quarterly report.

Upon closing of the 2020 Credit Agreement, which we expect to occur in the near future, we will repay the Debt Securities and 2018 Term Loan and redeem the 2019 Preferred Units in full, using proceeds from the 2020 Term Loan and cash on hand.Operating Expenses

We generally rely on management fees to cover our “fixed” operating expenses, which we define as salaries, benefits, a minimum discretionary bonus and general, administrative and other expenses, including upcoming lease payments as presented in Note 6 to our consolidated financial statements, incurred in the ordinary course of business. Net capital outflows from our multi-strategy funds over the last several years have resulted in lower management fees during that time. While outflows have stabilized over the last couple of quarters and we continuously make every effort to scale our operations so that management fees are sufficient to cover our fixed operating expenses, our management fees may not always cover these expenses. Additionally, the global economic downturn due to the ongoing COVID-19 pandemic has increased the risk that our management fees may decline if net outflows increase or as a result of performance-related depreciation due to the pandemic or other reasons. No assurances can be given that our management fees will be sufficient to cover our fixed operating expenses in future periods.

To the extent our management fees do not cover our fixed operating expenses, as well as to fund any other liabilities, we ~~intend to~~would rely on cash on hand and incentive income to cover any ~~shortfall, as well as to fund any other liabilities.~~shortfall. We cannot predict the amount of incentive income, if any, that we may earn in any given year. Total annual revenues, which are heavily influenced by the amount of incentive income we earn, historically have been sufficient to fund both our fixed operating expenses and all of our other working capital needs, including annual discretionary cash bonuses. These cash bonuses, which historically have comprised our largest cash operating expense, are variable such that in any year where total annual revenues are greater or less than the prior year, cash bonuses may be adjusted accordingly. Our ability to scale our largest cash operating expense to our total annual revenues helps us manage our cash flow and liquidity position from year to year.

Based on our past results, management’s experience and our current level of assets under management, we believe that our existing cash resources, together with the cash generated from management fees will be sufficient to meet our anticipated fixed operating expenses and other working capital needs for at least the next 12 months. Working capital does not include contingent liabilities.

Historically, we have determined the amount of discretionary cash bonuses during the fourth quarter of each year, based on our total annual ~~revenues.~~revenues and fund performance. We have historically funded these amounts through fourth quarter management fees and incentive income crystallized on December 31, which represents the majority of the incentive income we typically earn each year. To the extent our funds generate incentive income in the fourth quarter, we may elect to increase the amount of cash bonuses paid to employees over the amount already accrued throughout the year, with any incremental amounts recognized as expense in the fourth quarter. Although we cannot predict the amount, if any, of incentive income we may earn, we are able to regularly monitor expected management fees and we believe that we will be able to adjust our expense infrastructure, including discretionary cash bonuses, as needed to meet the requirements of our business and in order to maintain positive operating cash flows. Nevertheless, if we generate insufficient cash flows from operations to meet our short-term liquidity needs, we may have to borrow funds or sell assets, subject to existing contractual arrangements.

Financing Arrangements

We may use cash on hand to ~~repay all or a portion of~~pay interest and principal due on our ~~indebtedness outstanding or any other liabilities~~financing arrangements, including debt obligations and repurchase agreements, prior to their respective maturity or due dates, which would reduce amounts available to distribute to our Class A Shareholders. ~~Additionally, we~~We may also refinance all or a portion of ~~our~~any borrowings outstanding ~~indebtedness~~on or prior to their respective maturity dates. For any amounts unpaid as of a maturity or due date, we will be required to repay the remaining balance by using cash on hand, refinancing the remaining balance by ~~issuing~~incurring new ~~notes or entering into new credit facilities,~~debt, which could result in higher borrowing costs, or by issuing equity or other securities, which would dilute existing shareholders. ~~No assurance can be given that we will be able~~See Notes 7 and 8 to ~~issue new notes, enter into new credit facilities or issue equity or other securities in the future~~our consolidated financial statements for details on attractive terms or at all. Any new notes or new credit facilities that we may be able to issue or enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to meet our debt obligations ~~on terms that are favorable to us, our business may be adversely impacted.~~and repurchase agreements.

On July 27, 2017, the UK Financial Conduct Authority announced that it would phase out LIBOR as a benchmark by the end of 2021. To address a potential transition away from LIBOR, the Debt Securities, 2018 Term Loan and 2020 Credit Agreement each provides for an agreed upon methodology to calculate the new floating rate reference plus new applicable spreads. In the first quarter of 2020, we formed an internal LIBOR transition working group to help effectuate an orderly transition from LIBOR. Our senior management has oversight of these transition efforts, and periodic updates are provided to the Audit Committee of our Board of Directors. See “Part I, Item 1A.CLO Risk Factors—Risks Related to Our Business—Changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect our credit arrangements and our collateralized loan obligation transactions” in our Annual Report for additional information.Retention Investments

In order to meet risk retention requirements for certain of the CLOs we manage, we use a combination of cash on hand, as well as financing under the CLO Investments Loans and repurchase agreements to fund our 5% risk retention investments. We expect to continue relying on a combination of cash on hand and financing to fund future CLO risk retention investments.

~~For our other longer-term liquidity requirements, we expect to continue to fund our fixed operating expenses through management fees and to fund discretionary cash bonuses and the repayment~~ Payments of ~~our debt obligations through a combination of management fees and incentive income. We may also decide to meet these requirements by issuing additional debt, equity or other securities.~~

•~~Support the future growth in our business.~~

•~~Create new or enhance existing products and investment platforms.~~

•~~Repay amounts due under our debt obligations, and repurchase agreements, as well as the 2019 Preferred Units.~~

•~~Repurchase Class A Shares or Sculptor Operating Group Units.~~

•~~Pursue new investment opportunities.~~

•~~Develop new distribution channels.~~

Market conditions, including the COVID-19 pandemic, and other factors may make it more difficult or costly to raise or borrow additional funds. Excessive costs or other significant market barriers may limit or prevent us from maximizing our growth potential and flexibility.

~~Debt Obligations~~

We have evaluated our financing arrangements in light of the COVID-19 pandemic to ensure compliance with debt covenants. As of the date of this filing, we remain in compliance with our debt covenants and we expect to continue to be in compliance under the terms of these arrangements in the near term. Our ability to access financial markets, should it be necessary, may be limited because of the COVID-19 pandemic.

As discussed in Notes 8 and 10, in the near future, we will repay the 2018 Term Loan and Debt Securities and redeem the 2019 Preferred Units in full in connection with the closing of the 2020 Credit Agreement. See Note 8 for details regarding the 2020 Credit Agreement, including certain financial maintenance covenants included in the arrangement.

~~CLO Investments Loans and Securities Sold Under Agreements to Repurchase~~

~~We enter into loans and repurchase agreements to finance portions of our required risk retention investments in CLOs. In general, we will make~~ interest and principal ~~payments~~ on these borrowings are generally due at such time interest and principal payments are received on our risk retention investments in the related ~~CLOs. These financing arrangements are not subject to any financial maintenance covenants, but are subject to customary events of default~~CLOs; therefore, our CLO risk retention investments and ~~covenants included in financing arrangements of this type~~related financings generally have a net positive impact on our liquidity at each CLO interest and also include terms that require our continued involvement with the CLOs. In addition to customary events of default included in financing arrangements of this type, the CLO Investments Loans may be accelerated to the extent there is an event of default (“EOD”) at the CLO level. Prior to the relevant CLO’s maturity date, this would include certain material covenant breaches, regulatory and insolvency events for the relevant CLO issuer, as well as aprincipal payment default where the relevant CLO is unable to make interest payments on the senior, non-deferrable interest notes issued by the CLO. For the repurchase agreements, in addition to customary events of default and covenants included in financing arrangements of this type, there are margin requirements that may cause us to post additional cash collateral; however, this is only triggered in the event of an EOD at the CLO level. Currently, we do not view any of the customary or CLO level EODs for these types of financing arrangements as a material risk. In particular, an EOD related to an interest payment default on the senior, non-deferrable interest notes of the type of cash flow CLOs that we manage has been unprecedented even during the credit crisis in 2008 and 2009. See Notes 9 and 11 to our consolidated financial statements for additional details.date.

Tax Receivable Agreement

We have made, and may in the future be required to make, payments under the tax receivable agreement that we entered into with our executive managing directors and Ziff Investors Partnership, L.P. II and certain of its affiliates and control persons (the “Ziffs”). As of September 30, ~~2020,~~2021, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Sculptor Operating Group assets, we expected to pay our executive managing directors and the Ziffs approximately ~~$187.5~~$183.1 million. Future cash savings and related payments to our executive managing directors under the tax receivable agreement in respect of subsequent exchanges would be in addition to these amounts. See Note 1816 to our consolidated financial statements for additional details.

Payments under the tax receivable agreement are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the tax receivable agreement.

The obligation to make payments under the tax receivable agreement is an obligation of Sculptor Corp, and any other corporate taxpaying entities that hold Group B Units, and not of the Sculptor Operating Group. We may need to incur debt to finance payments under the tax receivable agreement to the extent the Sculptor Operating Group does not distribute cash to Sculptor Corp in an amount sufficient to meet our obligations under the tax receivable agreement.

The actual increase in tax basis of the Sculptor Operating Group assets resulting from an exchange or from payments under the tax receivable agreement, as well as the amortization thereof and the timing and amount of payments under the tax receivable agreement, will vary based upon a number of factors, including the following:

•The amount and timing of our income will impact the payments to be made under the tax receivable agreement. To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Sculptor Operating Partnerships’ assets, payments required under the tax receivable agreement would be reduced.

•The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Sculptor Operating Partnerships’ assets resulting from such exchange; payments under the tax receivable agreement resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.

•The composition of the Sculptor Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the tax receivable agreement resulting from any future exchanges.

•The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Sculptor Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the tax receivable agreement.

•The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the tax receivable agreement.

Depending upon the outcome of these factors, payments that we may be obligated to make to our current and former executive managing directors and the Ziffs under the tax receivable agreement in respect of exchanges could be substantial. In light of the numerous factors affecting our obligation to make payments under the tax receivable agreement, the timing and amounts of any such actual payments are not reasonably ascertainable.

Dividends and Distributions

The table below presents the cash dividends paid on our Class A Shares in 2021 and 2020. We did not declare a dividend in respect of the first three quarters of 2020 in respect of earnings for the first three quarters. Dividends are generally declared and ~~2019.~~paid in the quarter following the quarter to which they relate. For example, the dividend paid on November 22, 2021, was in respect of earnings for the third quarter of 2021. We paid no related cash distributions to our executive managing directors on their Sculptor Operating Group Units in the respective ~~periods.~~

periods as a result of the Distribution Holiday.

Class A Shares

Payment Date

Record Date

Dividend
per Share

August 24, 2021

August 17, 2021

0.54

May 25, 2021

May 18, 2021

0.30

March 4, 2021

February 25, 2021

2.35

March 3, 2020

February 25, 2020

0.53

~~November 25, 2019~~

~~November 18, 2019~~

~~0.03~~

~~August 21, 2019~~

~~August 14, 2019~~

~~0.32~~

~~May 28, 2019~~

~~May 20, 2019~~

~~0.37~~

~~March 29, 2019~~

~~March 22, 2019~~

~~0.23~~

~~As discussed in Note~~On November 3, in2021, we announced a cash dividend of $0.28 per Class A Share. The dividend is payable on November 22, 2021, to holders of record as of the close of business on November 15, 2021.

In connection with the Recapitalization, ~~and pursuant to the Cash Sweep,~~ we and our executive managing directors agreed to a “Distribution Holiday” on the Group A ~~Units, Group D~~ Units, Group E Units, Group P Units and certain RSUs that will terminate on the earlier of (x) 45 days after the last day of the first calendar quarter as of which the achievement of $600.0 million of Distribution Holiday Economic Income ~~adjusted for certain items described in the Sculptor Operating Partnership limited partnership agreements~~ is realized and (y) April 1, 2026. During the Distribution Holiday, dividends may continue to be paid on our Class A Shares. As of September 30, 2021, we have generated a total of $510.4 million of Distribution Holiday Economic Income, compared to the target of $600.0 million.

~~As agreed~~Distribution Holiday Economic Income is the cumulative amount of Economic Income earned since October 1, 2018, less any dividends paid to ~~as part~~Class A Shareholders or on the now-retired Preferred Units. Distribution Holiday Economic Income is a non-GAAP measure that is defined in the agreements of limited partnership of the ~~Recapitalization, during~~Sculptor Operating Partnerships and is being presented to provide an update on the progress made toward the $600.0 million target required to exit the Distribution Holiday. Please see “—Distribution Holiday ~~pursuant~~Economic Income Reconciliation” for a reconciliation of Distribution Holiday Economic Income to net income attributable to Class A Shareholders.

During the ~~Cash Sweep,~~Distribution Holiday, we expect to pay dividends on our Class A Shares annually in an aggregate amount equal to not less than 20% or greater than 30% of our annual Economic Income less an estimate of payments under the tax receivable agreement, ~~Preferred Units distributions (whether paid or deferred)~~ and income taxes related to the earnings for the periods; provided, that, if the minimum amount of dividends eligible to be made hereunder would be $1.00 or less per Class A Share, then up to $1.00 per Class A Share (subject to appropriate adjustment in the event of any equity dividend, equity split, combination or other similar recapitalization with respect to the Class A Shares). ~~As a result~~During the Distribution Holiday, (i) we will only make distributions with respect to Group B Units, (ii) the performance thresholds of ~~our Economic Income for the first three quarters of 2020, less an estimate for payments under the tax receivable agreement, accrued Preferred~~Group P Units and PSUs shall be adjusted to take into account performance and distributions during such period, and ~~income taxes, we did not declare a~~(iii) RSUs will continue to receive dividend equivalents in respect of ~~the first three quarters of 2020. Dividends are generally declared and paid in the quarter following the quarter to which they relate. For example, the dividend~~dividends or distributions paid on ~~March 3, 2020, was~~the Class A Shares. For certain executive managing directors, distributions on RSUs, as well as distributions counted in ~~respect~~determining whether performance conditions of ~~earnings for~~Group P Units and PSUs are met, are limited to an aggregate amount not to exceed $4.00 per Group P Unit, PSU or RSU, as applicable, cumulatively during the ~~fourth quarter~~Distribution Holiday. Following the termination of ~~2019.~~the Distribution Holiday, Group A Units and Group E Units (whether vested or unvested) shall receive distributions even if such units have not been booked-up.

The declaration and payment of any distribution may be subject to legal, contractual or other restrictions. For example, as a Delaware corporation, the Registrant’s Board may only declare and pay dividends either out of its surplus (as defined in Delaware General Corporation Law) or in case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Our cash needs and payment obligations may fluctuate significantly from quarter to quarter, and we may have material unexpected expenses in any period. This may cause amounts available for distribution to significantly fluctuate from quarter to quarter or may reduce or eliminate such amounts.

Additionally, RSUs outstanding accrue dividend equivalents equal to the dividend amounts paid on our Class A Shares. To date, these dividend equivalents have been awarded in the form of additional RSUs, which accrue additional dividend equivalents. The dividend equivalents will only be paid if the related RSUs vest and will be settled at the same time as the underlying RSUs. Our Board of Directors has the right to determine whether the RSUs and any related dividend equivalents will be settled in Class A Shares or in cash. We currently withhold shares to satisfy the tax withholding obligations related to vested RSUs and dividend equivalents held by our employees, which results in the use of cash from operations or borrowings to satisfy these tax-withholding payments.

Historically, when we have paid dividends on our Class A Shares, we also made distributions to our executive managing directors on their interests in the Sculptor Operating Group, subject to the terms of the limited partnership agreements of the Sculptor Operating Partnerships; however, as part of the Recapitalization, the Sculptor Operating Partnerships initiated the Distribution Holiday. See Note 3 to our consolidated financial statements in ~~this report~~our Annual Report for additional information regarding the Distribution Holiday.

Our cash distribution policy has certain risks and limitations, particularly with respect to our liquidity. Although we expect to pay distributions according to our policy, we may not make distributions according to our policy, or at all, if, among other things, we do not have the cash necessary to pay the distribution. Furthermore, by paying cash distributions rather than investing that cash in our businesses, we might risk slowing the pace of our growth, or not having a sufficient amount of cash to fund our obligations, operations, new investments or unanticipated capital expenditures, should the need arise. In such event, we may not be able to execute our business and growth strategy to the extent intended.

Risks to Our Liquidity

Net capital outflows from our multi-strategy funds over the last several years caused our management fees to decline for a period of time. While outflows have stabilized over the last couple of quarters and we continuously make every effort to scale our operations so that management fees are sufficient to cover our fixed operating expenses, our management fees may not always cover these expenses. Additionally, in the event that a future contingent liability were to arise that exceeded our liquidity resources, we would need to rely on new sources of liquidity such as issuing additional equity or borrowing additional funds.

Any new borrowing arrangement that we may enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to meet our debt obligations on terms that are favorable to us, our business may be adversely impacted. No assurance can be given that we will be able to issue new notes, enter into new credit facilities or issue equity or other securities in the future on attractive terms or at all.

Adverse market conditions, including the COVID-19 pandemic, increase the risk that our management fees and incentive income may decline if net outflows increase or as a result of performance-related depreciation in our funds. Lower revenues and other factors may make it more difficult or costly to raise or borrow additional funds, and excessive borrowing costs or other significant market barriers may limit or prevent us from maximizing our growth potential and flexibility. We have also evaluated our financing arrangements in light of the COVID-19 pandemic to ensure compliance with debt covenants. Through the date of this filing, we remain in compliance with our debt covenants and expect to continue to be in compliance in the near term. Our ability to access financial markets, should it be necessary, may be limited because of the COVID-19 pandemic.

Our CLO risk retention financing arrangements are not subject to any financial maintenance covenants, but are subject to customary events of default and covenants included in financing arrangements of this type and also include terms that require our continued involvement with the CLOs. In addition to customary events of default included in financing arrangements of this type, the CLO Investments Loans may be accelerated to the extent there is an event of default (“EOD”) at the CLO level. Prior to the relevant CLO’s maturity date, this would include certain material covenant breaches, regulatory and insolvency events for the relevant CLO issuer, as well as a payment default where the relevant CLO is unable to make interest payments on the senior, non-deferrable interest notes issued by the CLO. For the repurchase agreements, in addition to customary events of default and covenants included in financing arrangements of this type, there are margin requirements that may cause us to post additional cash collateral; however, this is only triggered in the event of an EOD at the CLO level. Currently, we do not view any of the customary or CLO level EODs for these types of financing arrangements as a material risk. In particular, an EOD related to an

interest payment default on the senior, non-deferrable interest notes of the type of cash flow CLOs that we manage has been unprecedented even during the credit crisis in 2008 and 2009.

On March 5, 2021, the UK Financial Conduct Authority announced that it would phase out LIBOR as a benchmark immediately after December 31, 2021, for sterling, euro, Japanese yen, Swiss franc and 1-week and 2-month U.S. Dollar settings and immediately after June 30, 2023, the remaining U.S. Dollar settings. To address the transition away from LIBOR, the 2020 Credit Agreement provides for an agreed upon methodology to establish a new floating rate reference plus new applicable spreads. In the first quarter of 2020, we formed an internal LIBOR Transition Working Group to help effectuate an orderly transition from LIBOR. Our senior management has oversight of these transition efforts, and periodic updates are provided to the Audit Committee of our Board of Directors. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business—Changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect our credit arrangements and our collateralized loan obligation transactions” in our Annual Report for additional information.

Our Funds’ Liquidity and Capital Resources

Our funds have access to liquidity from our prime brokers and other counterparties. Additionally, our funds may have committed facilities in addition to regular financing from our counterparties. These sources of liquidity provide our funds with additional financing resources, allowing them to take advantage of opportunities in the global marketplace.

Our funds’ current liquidity position could be adversely impacted by any substantial, unanticipated investor redemptions from our funds that are made within a short time period. As discussed above in “—Assets Under Management and Fund Performance,” capital contributions from investors in our multi-strategy and open-end opportunistic credit funds generally are subject to initial lock-up periods of one to three years. Following the expiration of these lock-up periods, subject to certain limitations, investors may redeem capital generally on a quarterly or annual basis upon giving 30 to 90 days’ prior written notice. These lock-ups and redemption notice periods help us to manage our liquidity position. Investors in our other funds are generally not allowed to redeem until the end of the life of the fund.

We also follow a rigorous risk management process and regularly monitor the liquidity of our funds’ portfolios in relation to economic and market factors and the timing of potential investor redemptions. As a result of this process, we may determine to reduce exposure or increase the liquidity of our funds’ portfolios at any time, whether in response to global economic and market conditions, redemption requests or otherwise. For these reasons, we believe we will be well prepared to address market conditions and redemption requests, as well as any other events, with limited impact on our funds’ liquidity position. Nevertheless, significant redemptions made during a single quarter could adversely affect our funds’ liquidity position, as we may meet redemptions by using our funds’ available cash or selling assets (possibly at a loss). Such actions would result in lower assets under management, which would reduce the amount of management fees and incentive income we may earn. Our funds could also meet redemption requests by increasing leverage, provided we are able to obtain financing on reasonable terms, if at all. We believe our funds have sufficient liquidity to meet any anticipated redemptions for the foreseeable future. ~~Please see the risk factor included in “Item 1A. Risk Factors” in this quarterly report for additional information.~~

Cash Flows Analysis

Operating Activities. Net cash from operating activities for the nine months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~$112.1~~$457.1 million and ~~$187.0~~$112.1 million, respectively. Our net cash flows from operating activities are generally comprised of current-year management fees, the collection of incentive income earned during the fourth quarter of the previous year, interest income collected on our investments in CLO’s, less cash used for operating expenses, including interest paid on our debt obligations. ~~Additionally, net cash from operating activities also includes the investment activities of the funds we consolidate.~~

Net cash flows from operating activities for the nine months ended September 30, ~~2020 decreased~~2021 increased from the prior year period ~~driven by investment activities~~due to higher year-end incentive income earned in 2020 than in 2019, a large portion of the funds we consolidate. These investment-related cash flows are of the consolidated funds and do not directly impact the cash flows related to our Class A Shareholders. As we deconsolidated certain of our funds2020 incentive was collected in the ~~third quarter 2019, we do not expect significant cash flows in the future from consolidated funds. This decrease was partially offset by higher~~beginning of 2021, as compared to year-end incentive income earned in 2019, a large portion of which was collected in the beginning of 2020, as compared to year-end incentive income earned in 2018, a large portion of which was collected in the beginning of 2019. The increases in operating cash flows were partially offset by higher discretionary bonuses in 2019, which were paid in the first quarter of 2020, as compared to discretionary bonuses in 2018, which were paid in the first quarter of 2019.2020. Additionally, in the current year period as compared to the prior year period, we collected ~~less~~more incentive income from our real estate funds. These increases in operating cash flows were partially offset by higher discretionary bonuses in 2020, which were paid in the first quarter of 2021, as compared to discretionary bonuses in 2019, which were paid in the first quarter of 2020.

Investing Activities. Net cash from investing activities for the nine months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~$(20.1)~~$(214.8) million, and ~~$(108.7)~~$(20.1) million, respectively. Investing cash outflows in 2021 and 2020 primarily related to purchases of U.S. government obligations and investments made in our funds, partially offset by maturities and sales of U.S. government obligations. Investing cash outflows in 2019 primarily related to purchases of U.S. government obligations and investments in our funds, partially offset by return of investments of U.S. government obligations and investments in funds.

Financing Activities. Net cash from financing activities for the nine months ended September 30, 2021 and 2020 ~~and 2019~~ was ~~$(43.6)~~$(283.8) million, and ~~$(270.4)~~$(43.6) million, respectively. Net cash from financing activities is generally comprised of dividends paid to our Class A Shareholders, borrowings and repayments related to our debt obligations, and proceeds from repurchase agreements used to finance risk retention investments in our ~~European~~ CLOs. Contributions from noncontrolling interests, which primarily relate to fund investor contributions into the consolidated funds (prior to the deconsolidation of certain of our funds in the third quarter of 2019), and distributions to noncontrolling interests, which primarily relate to fund investor redemptions from the consolidated funds (prior to the deconsolidation of certain of our funds in the third quarter of 2019) and distributionsDistributions to our executive managing directors on their Group A Units (prior to the Distribution Holiday), are also included in net cash from financing activities.

~~As we deconsolidated certain of our funds in the third quarter 2019, we do not expect significant cash flows in the future from consolidated funds.~~

In the nine months ended September 30, 2021, we repaid $224.4 million of the 2020 Term Loan and a $19.9 million CLO Investment Loan. In thenine months ended September 30, 2020, we repaid $36.5 million of the 2018 Term Loan. InAdditionally, in thenine months ended September 30, ~~2019, we repaid $150.0 million of the 2018 Term Loan and $37.8 million of CLO Investment Loans and~~2021, we entered into $45.9 million of repurchase agreements to finance or refinance risk retention investments in our European CLOs.

We paid dividends of $77.0 million to our Class A Shareholders in the nine months ended September 30, 2021, compared to dividends of $11.6 million to our Class A Shareholders in the nine months ended September 30, 2020, compared to dividends of $19.0 million to our Class A Shareholders in the nine months ended September 30, 2019. In 2020, the only dividend paid was in respect of the fourth quarter of 2019, which was paid on March 3, 2020. No dividends were declared in respect of the first three quarters of 2020. No distributions were made to our executive managing directors in the nine months ended September 30, ~~2020~~2021 or ~~the nine months ended~~ September 30, ~~2019,~~2020, as a result of the Distribution Holiday.

~~Contractual Obligations~~

The table below summarizes our contractual cash obligations as of September 30, 2020, and the effect such obligations are expected to have on our liquidity and cash flows in future periods. This table does not reflect the payoff of our 2018 Term Loan and Debt Securities or the $320.0 million borrowing under our 2020 Term Loan, each of which, we expect will occur in the near future, in connection with the closing of the 2020 Credit Agreement. See Note 8 for additional information.

October 1, 2020-December 31, 2020 2021-2022 2023-2024 Thereafter Total
(dollars in thousands)
Long-term debt(1)
$ — $ 47,060 $ 107,620 $ 119,035 $ 273,715
Estimated interest on long-term debt(2)
2,902 22,334 14,666 6,998 46,900
Securities sold under agreements to repurchase(3)
— — — 101,892 101,892
Operating leases(4)
5,635 40,859 34,478 82,234 163,206
Tax receivable agreement(5)
11,805 39,494 89,091 47,071 187,461
Unrecognized tax benefits(6)
— — — — —
Incentive income subject to clawback(7)
— — — — —
Total Contractual Obligations $ 20,342 $ 149,747 $ 245,855 $ 357,230 $ 773,174

~~_______________~~

~~(1)~~Represents indebtedness outstanding under the Debt Securities, 2018 Term Loan and the CLO Investments Loans. In relation to CLO Investments Loans, the amounts present our best estimate of the timing of expected payments on investments in CLOs, as the timing of payments on CLO Investments Loans is contingent on principal payments made to us on our investments in CLOs. Amounts presented represent expected cash payments, and have not been reduced for any discounts or deferred debt issuance costs that are netted against these balances for presentation in our consolidated balance sheet.

~~(2)Represents expected future interest payments on long-term debt based on the LIBOR and EURIBOR rates that were in effect as of September 30, 2020.~~

~~(3)~~Represents payments on securities sold under agreements to repurchase in accordance with the set scheduled maturity date that corresponds to the maturities of the securities sold under such transaction and exclude any interest payments as such amounts cannot be reasonably estimated. Interest payments on securities sold under agreements are based on the weighted average effective interest rate of each class of securities that have been sold, plus a spread to be agreed upon by the parties.

~~(4)Represents the payments required under our various operating leases for office space and data centers.~~

~~(5)~~Represents the maximum amounts that would be payable to our executive managing directors and the Ziffs under the tax receivable agreement assuming that we will have sufficient taxable income each year to fully realize the expected tax savings resulting from the purchase by the Sculptor Operating Group of Group A Units with proceeds from the 2007 Offerings, as well as subsequent exchanges. In light of the numerous factors affecting our obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table above.

~~(6)~~We are not currently able to make a reasonable estimate of the timing of payments in individual years in connection with our unrecognized tax benefits of $8.3 million, and therefore these amounts are not included in the table above.

~~(7)~~As of September 30, 2020, we had incentive income collected from certain of our funds that is subject to clawback in the event of future losses in the respective fund. We are not currently able to make a reasonable estimate of the timing of payments, if any, as the payments are contingent on future realizations of investments in the respective fund, the timing of which is uncertain.

~~Off-Balance Sheet Arrangements~~

In the normal course of business, we enter into various off-balance sheet arrangements including sponsoring and owning general partner interests in our funds and retained interests in a CLO we manage. We also have ongoing capital commitment arrangements with certain of our funds. None of our off-balance sheet arrangements require us to fund losses or guarantee target returns to investors in any of our other investment funds. See Notes 5 and 6 of our consolidated financial statements included in this report for information on our retained and variable interests in our funds and CLOs.

Critical Accounting Policies and Estimates

Critical accounting policies are those that require us to make significant judgments, estimates or assumptions that affect amounts reported in our financial statements or the notes thereto. We base our judgments, estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable and prudent. Actual results may differ materially from these estimates. See Note 2 toin our ~~consolidated financial statements included in this report~~Annual Report for a description of our accounting policies. Set forth below is a summary of what we believe to be our most critical accounting policies and estimates.

Fair Value of Investments

The valuation of investments held by our funds is the most critical estimate made by management impacting our results. Pursuant to specialized accounting for investment companies under GAAP, investments held by the funds are carried at their estimated fair values. The valuation of investments held by our funds has a significant impact on our results, as our management fees and incentive income are generally determined based on the fair value of these investments.

GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the assets and liabilities. Assets and liabilities with readily available, actively quoted prices (Level I) or for which fair value can be measured from actively quoted prices (Level II) generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value than those measured using pricing inputs that are unobservable in the market (Level III). See Note 54 to our consolidated financial statements included in this report for additional information regarding fair value measurements.

As of September 30, 2021, the absolute values of our funds’ invested assets and liabilities (excluding the notes and loans payable of our securitization vehicles) were classified within the fair value hierarchy as follows: approximately 38% within Level I; approximately 44% within Level II; and approximately 18% within Level III. As of December 31, 2020, the absolute values of our funds’ invested assets and liabilities (excluding the notes and loans payable of our securitization vehicles) were classified within the fair value hierarchy as follows: approximately ~~31%~~35% within Level I; approximately ~~52%~~48% within Level II; and approximately 17% within Level III. As of December 31, 2019, the absolute values of our funds’ invested assets and liabilities (excluding the notes and loans payable of our securitization vehicles) were classified within the fair value hierarchy as follows: approximately 30% within Level I; approximately 51% within Level II; and approximately 19% within Level III. The percentage of our funds’ assets and liabilities within the fair value hierarchy will fluctuate based on the investments made at any given time and such fluctuations could be significant. A portion of our funds’ Level III assets relate to Special Investments or other investments on which we do not earn any incentive income until such investments are sold or otherwise realized. Upon the sale or realization event of these assets, any realized profits are included in the calculation of

incentive income for such year. Accordingly, the estimated fair value of our funds’ Level III assets may not have any relation to the amount of incentive income actually earned with respect to such assets.

Valuation of Investments. Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants as of the measurement date. The fair value of our funds’ investments is based on observable market prices when available. We, as the investment manager of our funds, determine the fair value of investments that are not actively traded on a recognized securities exchange or otherwise lack a readily ascertainable market value. The methods and procedures to value these investments may include the following: performing comparisons with prices of comparable or similar securities; obtaining valuation-related information from the issuers; calculating the present value of future cash flows; assessing other analytical data and information relating to the investment that is an indication of value; obtaining information provided by third parties; and evaluating financial information provided by the management of these investments.

Significant judgment and estimation go into the assumptions that drive our valuation methodologies and procedures for assets that are not actively traded on a recognized securities exchange or otherwise lack a readily ascertainable market value. The valuation of investments can be more difficult when severe economic and market shocks occur. The COVID-19 pandemic is an example of such a shock. The actual amounts ultimately realized could differ materially from the values estimated based on the use of these methodologies. Realizations at values significantly lower than the values at which investments have been reflected could result in losses at the fund level and a decline in future management fees and incentive income. Such situations may also negatively impact fund investor perception of our valuation policies and procedures, which could result in redemptions and difficulties in raising additional capital.

We have established an internal control infrastructure over the valuation of financial instruments that includes ongoing oversight by our Valuation Controls Group and Valuation Committee, as well as periodic audits by our Internal Audit ~~Group.~~function. These management control functions are segregated from the trading and investing functions.

The Valuation Committee is responsible for establishing the valuation policy and monitors compliance with the policy, ensuring that all of the funds’ investments reflect fair value, as well as providing oversight of the valuation process. The valuation policy includes, but is not limited to the following: determining the pricing sources used to value specific investment classes; the selection of independent pricing services; performing due diligence of independent pricing services; and the classification of investments within the fair value hierarchy. The Valuation Committee reviews a variety of reports on a monthly basis, which include the following: summaries of the sources used to determine the value of the funds’ investments; summaries of the fair value hierarchy of the funds’ investments; methodology changes and variance reports that compare the values of investments to independent pricing services. The Valuation Committee is independent from the investment professionals and may obtain input from investment professionals for consideration in carrying out its responsibilities.

The Valuation Committee has assigned the responsibility of performing price verification and related quality controls in accordance with the valuation policy to the Valuation Controls Group. The Valuation Controls Group’s other responsibilities include the following: overseeing the collection and evaluation of counterparty prices, broker-dealer quotations, exchange prices and pricing information provided by independent pricing services. Additionally, the Valuation Controls Group is responsible for performing back testing by comparing prices observed in executed transactions to valuations ~~and valuations~~ provided by independent pricing service providers on a ~~bi-weekly and~~ monthly basis; performing stale pricing analysis on a monthly basis; performing due diligence reviews on independent pricing services on an annual basis; and recommending changes in valuation policies to the Valuation Committee. The Valuation Controls Group also verifies that indicative broker quotations used to value certain investments are representative of fair value through procedures such as comparison to independent pricing services, back testing procedures, review of stale pricing reports and performance of other due diligence procedures as may be deemed necessary.

Investment professionals and members of the Valuation Controls Group review a daily profit and loss report, as well as other periodic reports that analyze the profit and loss and related asset class exposure of the funds’ investments.

The Internal Audit ~~Group~~function employs a risk-based program of audit coverage that is designed to provide an assessment of the design and effectiveness of controls over our operations, regulatory compliance, valuation of financial instruments and reporting. Additionally, the Internal Audit ~~Group~~function meets periodically with management and the Audit Committee of our Board of Directors to evaluate and provide guidance on the existing risk framework and control environment assessments.

For information regarding the impact that the fair value measurement of assets under management has on our results, please see “Part I—Item 3. Quantitative and Qualitative Disclosures About Market Risk.”

Recognition of Incentive Income

The determination of whether to recognize incentive income under GAAP requires a significant amount of judgment regarding whether it is probable that a significant revenue reversal of incentive income that we are potentially entitled to as of a point in time will not occur in future periods, which would preclude the recognition of such amounts as incentive income. Management considers a variety of factors when evaluating whether the recognition of incentive income is appropriate, including: the performance of the fund, whether we have received or are entitled to receive incentive income distributions and whether such amounts are restricted, the investment period and expected term of the fund, where the fund is in its life-cycle, the volatility and liquidity of investments held by the fund, our team’s experience with similar investments and potential sales of investments within the fund. Management continuously evaluates whether there are additional considerations that could potentially impact the recognition of incentive income and notes that the recognition, and potential reversal, of incentive income is subject to potentially significant variability due to changes to the aforementioned considerations. See Note 11 for details on amounts recognized and deferred for incentive income.

Variable Interest Entities

The determination of whether or not to consolidate a variable interest entity under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments,

management has conducted an analysis, on a case-by-case basis, of whether we are the primary beneficiary and are therefore required to consolidate the entity. Management continually reconsiders whether we should consolidate a variable interest entity. Upon the occurrence of certain events, such as investor redemptions or modifications to fund organizational documents and investment management agreements, management will reconsider its conclusion regarding the status of an entity as a variable interest entity.

Income Taxes

We use the asset and liability method of accounting for deferred income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that a deferred income tax asset will not be realized.

Substantially all of our deferred income tax assets relate to the goodwill and other intangible assets deductible for tax purposes by Sculptor Corp that arose in connection with the purchase of Group A Units with proceeds from the 2007 Offerings, subsequent exchanges of Group A Units for Class A Shares and subsequent payments made under the tax receivable agreement, in addition to any related net operating loss carryforward. In accordance with relevant provisions of the Code, we expect to take these goodwill and other intangible deductions over the 15-year period following the 2007 Offerings and subsequent exchanges, as well as an additional 20-year loss carryforward period available to us for net operating losses generated prior to 2018 and indefinite carryforward period for net operating losses generated beginning in 2018, in order to fully realize the deferred income tax assets. Our analysis of whether we expect to have sufficient future taxable income to realize these deductions is based solely on estimates over this period.

Sculptor Corp generated taxable income of ~~$58.2~~$91.2 million for the nine months ended September 30, ~~2020,~~2021, before taking into account deductions related to the amortization of the goodwill and other intangible assets. We determined that we would need to generate taxable income of at least ~~$1.0 billion~~$848.8 million over the remaining ~~3-year~~two-year weighted-average amortization period, as well as an additional 20-year loss carryforward period available for expiring losses, in order to fully realize the deferred income tax assets. Using the estimates and assumptions discussed below, we expect to generate sufficient taxable income over the remaining amortization and loss carryforward periods available to us in order to fully realize the deferred income tax assets.

To generate ~~$1.0 billion~~$848.8 million in taxable income over the remaining amortization and loss carryforward periods available to us, we estimated that, based on estimated assets under management of ~~$35.8~~$36.9 billion as of October 1, ~~2020,~~2021, we would need to generate a minimum compound annual growth rate in assets under management of less than 3% over the period for which the

taxable income estimate relates to fully realize the deferred income tax assets, assuming no performance-related growth, and therefore no incentive income. The assumed nature and amount of this estimated growth rate are not based on historical results or current expectations of future growth; however, the other assumptions underlying the taxable income estimates, are based on our near-term operating budget. If our actual growth rate in assets under management falls below this minimum threshold for any extended time during the period for which these estimates relate and we do not otherwise experience offsetting growth rates in other periods, we may not generate taxable income sufficient to realize the deferred income tax assets and may need to record a valuation allowance.

Management regularly reviews the model used to generate the estimates, including the underlying assumptions. If it determines that a valuation allowance is required for any reason, the amount would be determined based on the relevant circumstances at that time. To the extent we record a valuation allowance against our deferred income tax assets related to the goodwill and other intangible assets, we would record a corresponding decrease in the liability under the tax receivable agreement equal to approximately 69% of such amount; therefore, our consolidated net income (loss) would only be impacted by 31% of any valuation allowance recorded against the deferred income tax assets.

Actual taxable income may differ from the estimate described above, which was prepared solely for determining whether we currently expect to have sufficient future taxable income to realize the deferred income tax assets. Furthermore, actual or estimated future taxable income may be materially impacted by significant changes in assets under management, whether as a result of fund investment performance or fund investor contributions or redemptions, significant changes to the assumptions underlying our estimates, future changes in income tax law, state income tax apportionment or other factors.

As of September 30, ~~2020,~~2021, we had $243.1 million of net operating losses available to offset future taxable income for federal income tax purposes that will expire between 2030 and 2037, and ~~$120.8~~$153.5 million of net operating losses available to be carried forward without expiration. Additionally, ~~$165.0~~$173.6 million of net operating losses are available to offset future taxable income for state income tax purposes and ~~$161.2~~$169.8 million for local income tax purposes that will expire between 2035 and ~~2040.~~2041.

Based on the analysis set forth above, as of September 30, ~~2020,~~2021, we have determined that it is not necessary to record a valuation allowance with respect to our deferred income tax assets related to the goodwill and other intangible assets deductible for tax purposes, and any related net operating loss carryforward. However, we have determined that we may not realize certain foreign income tax credits and accordingly, a valuation allowance of ~~$11.1~~$9.8 million has been established for these items.

Impact of Recently Adopted Accounting Pronouncements on Recent and Future Trends

The Financial Accounting Standards Board (the “FASB”) has issued various Accounting Standards Updates (“ASUs”) that could impact our future trends. For additional details regarding these ASUs, including methods of adoption, see Note 2 to our consolidated financial statements included in this report for additional information.

No changes to GAAP that went into effect during the nine months ended September 30, ~~2020,~~2021, are expected to substantively impact our future trends.

Expected Impact of Future Adoption of New Accounting Pronouncements on Future Trends

None of the changes to GAAP that have been issued but that we have not yet adopted are expected to substantively impact our future trends.

Economic Income Reconciliations

The tables below present the reconciliations of total Economic Income and its components to the respective GAAP measures for the periods presented in this MD&A:


		Three Months Ended September 30,				Three Months Ended September 30,
		2020		2019				2021		2020

		(dollars in thousands)				(dollars in thousands)
Net Income (Loss) Attributable to Class A Shareholders—GAAP		$	8,017	$	(25,140)
Net (Loss) Income Attributable to Class A Shareholders—GAAP							Net (Loss) Income Attributable to Class A Shareholders—GAAP	$	(4,338)	$	8,017
Change in redemption value of Preferred Units	Change in redemption value of Preferred Units	2,285		—			Change in redemption value of Preferred Units	—		2,285
Net Income (Loss) Allocated to Sculptor Capital Management, Inc.—GAAP		10,302		(25,140)
Net income (loss) allocated to Group A Units		4,494		(11,625)
Net (Loss) Income Allocated to Sculptor Capital Management, Inc.—GAAP							Net (Loss) Income Allocated to Sculptor Capital Management, Inc.—GAAP	(4,338)		10,302
Net (loss) income allocated to Group A Units							Net (loss) income allocated to Group A Units	(2,553)		4,494
Equity-based compensation, net of RSUs settled in cash	Equity-based compensation, net of RSUs settled in cash	17,972		31,952			Equity-based compensation, net of RSUs settled in cash	11,170		17,972
Adjustment to recognize deferred cash compensation in the period of grant	Adjustment to recognize deferred cash compensation in the period of grant	4,996		2,264			Adjustment to recognize deferred cash compensation in the period of grant	6,493		4,996
Recapitalization-related non-cash interest expense accretion		831		4,249
2020 Term Loan and Debt Securities non-cash discount accretion							2020 Term Loan and Debt Securities non-cash discount accretion	239		831
Income taxes	Income taxes	9,397		(1,446)			Income taxes	8,653		9,397
Net losses on early retirement of debt		—		218
Net (gains) losses on investments		(8,158)		2,169
Changes in fair value of warrant liabilities							Changes in fair value of warrant liabilities	12,710		—

Net gains on investments							Net gains on investments	(5,068)		(8,158)
Impairment of right-of-use asset							Impairment of right-of-use asset	11,240		—
Adjustment for expenses related to compensation and profit-sharing arrangements based on fund investment performance	Adjustment for expenses related to compensation and profit-sharing arrangements based on fund investment performance	724		(2,055)			Adjustment for expenses related to compensation and profit-sharing arrangements based on fund investment performance	970		724

Changes in tax receivable agreement liability							Changes in tax receivable agreement liability	39		—
Depreciation, amortization and net gains and losses on fixed assets	Depreciation, amortization and net gains and losses on fixed assets	1,442		2,166			Depreciation, amortization and net gains and losses on fixed assets	4,130		1,442
Other adjustments	Other adjustments	428		179			Other adjustments	364		428
Economic Income—Non-GAAP	Economic Income—Non-GAAP	$	42,428	$	2,931		Economic Income—Non-GAAP	$	44,049	$	42,428


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended September 30, ~~2020~~2021
			or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ________ to ________


Delaware						26-0354783
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


		Page
PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	56

	Consolidated Balance Sheets as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020	56

	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020	7

	Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	68

	Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	79

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	911

	Notes to Consolidated Financial Statements	1113

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7678

Item 4.	Controls and Procedures	7780

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	7982

Item 1A.	Risk Factors	7982

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8082

Item 3.	Defaults upon Senior Securities	8082

Item 4.	Mine Safety Disclosures	8082

Item 5.	Other Information	8082

Item 6.	Exhibits	8283

Signatures		8384


2007 Offerings						Refers collectively to our IPO and the concurrent private offering of approximately 38.1 million Class A Shares to DIC Sahir Limited, a wholly owned indirect subsidiary of Dubai Holdings LLC

active executive managing directors						Executive managing directors who remain active in our business

Annual Report						Our annual report on Form 10-K for the year ended December 31, ~~2019, as amended,~~2020, dated February ~~25, 2020~~23, 2021 and filed with the SEC



Class A Shares						Our Class A Shares, representing Class A common stock of Sculptor Capital Management, Inc., which are publicly traded and listed on the NYSE

Class B Shares						Class B Shares of Sculptor Capital Management, Inc., which are not publicly traded, are currently held solely by our executive managing directors and have no economic rights but entitle the holders thereof to one vote per share together with the holders of our Class A Shares

CLOs						Collateralized loan obligations

the Company, Sculptor Capital, the firm, we, us, our						Refers, unless the context requires otherwise, to the Registrant and its consolidated subsidiaries, including the Sculptor Operating Group

Distribution Holiday						The Sculptor Operating Partnerships initiated a distribution holiday (the “Distribution Holiday”) on the Group A Units, Group D Units, Group E Units and Group P Units and on certain RSUs that will terminate on the earlier of (x) 45 days after the last day of the first calendar quarter as of which the achievement of $600.0 million of Distribution Holiday Economic Income is realized and (y) April 1, 2026. Holders of Group A Units, Group D Units, Group E Units and Group P Units and certain RSUs, do not receive distributions during the Distribution Holiday

Distribution Holiday Economic Income						Distribution Holiday Economic Income is the cumulative amount of Economic Income earned since October 1, 2018, less any dividends paid to Class A Shareholders or on the now-retired Preferred Units. Distribution Holiday Economic Income is a non-GAAP measure that is defined in the agreements of limited partnership of the Sculptor Operating Partnerships and is being presented to provide an update on the progress made toward the $600.0 million target required to exit the Distribution Holiday.

Exchange Act						Securities Exchange Act of 1934, as amended

executive managing directors						The current executive managing directors of the Company, and, except where the context requires otherwise, also includes certain executive managing directors who are no longer active in our business

funds						The multi-strategy funds, dedicated credit funds, including opportunistic credit funds and Institutional Credit Strategies products, real estate funds and other alternative investment vehicles for which we provide asset management services

GAAP						U.S. generally accepted accounting principles

Group A Units						Refers collectively to one Class A operating group unit in each of the Sculptor Operating Partnerships. Group A Units are limited partner interests held by our executive managing directors


Group A-1 Units						Refers collectively to one Class A-1 operating group unit in each of the Sculptor Operating Partnerships. Group A-1 Units are limited partner interests held by our executive managing directors

Group B Units						Refers collectively to one Class B operating group unit in each of the Sculptor Operating Partnerships. Group B Units are limited partner interests held by Sculptor Corp

~~Group D Units~~						~~Refers collectively to one Class D operating group unit in each of the Sculptor Operating Partnerships. Group D Units are limited partner interests held by our executive managing directors~~

Group E Units						Refers collectively to one Class E operating group unit in each of the Sculptor Operating Partnerships. Group E Units are limited partner interests held by our executive managing directors


Securities Act						Securities Act of 1933, as amended

Special Investments						Investments that we, as investment manager, believe lack a readily ascertainable market value, are illiquid or should be held until the resolution of a special event or circumstance


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
		(dollars in thousands)					(dollars in thousands)
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	290,297	$	240,938	Cash and cash equivalents	$	143,005	$	183,815
Restricted cash	Restricted cash	3,578		4,501		Restricted cash	1,803		3,162
Investments (includes assets measured at fair value of $340,814 and $329,435, including assets sold under agreements to repurchase of $101,843 and $98,085 as of September 30, 2020 and December 31, 2019, respectively)		436,095		411,426
Investments (includes assets measured at fair value of $458,106 and $309,805, including assets sold under agreements to repurchase of $161,013 and $123,616 as of September 30, 2021 and December 31, 2020, respectively)						Investments (includes assets measured at fair value of $458,106 and $309,805, including assets sold under agreements to repurchase of $161,013 and $123,616 as of September 30, 2021 and December 31, 2020, respectively)	619,341		414,974
Income and fees receivable	Income and fees receivable	37,708		215,395		Income and fees receivable	45,876		539,623
Due from related parties	Due from related parties	11,523		15,355		Due from related parties	17,864		14,086
Deferred income tax assets	Deferred income tax assets	333,999		310,557		Deferred income tax assets	226,103		240,288
Operating lease assets	Operating lease assets	107,585		115,810		Operating lease assets	88,420		104,729
Other assets, net	Other assets, net	75,003		82,608		Other assets, net	71,634		82,500
Assets of consolidated funds:	Assets of consolidated funds:					Assets of consolidated funds:

Other assets of consolidated funds	Other assets of consolidated funds	737		649		Other assets of consolidated funds	3		—
Total Assets	Total Assets	$	1,296,525	$	1,397,239	Total Assets	$	1,214,049	$	1,583,177
Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity					Liabilities and Shareholders’ Equity
Liabilities	Liabilities					Liabilities
Compensation payable	Compensation payable	$	67,506	$	187,180	Compensation payable	$	70,454	$	234,006
Unearned incentive income		66,892		60,798
Due to related parties		194,975		211,915
Unearned income and fees						Unearned income and fees	70,042		61,880
Tax receivable agreement liability						Tax receivable agreement liability	183,092		190,292
Operating lease liabilities	Operating lease liabilities	118,091		128,043		Operating lease liabilities	108,036		115,237
Debt obligations	Debt obligations	258,795		286,728		Debt obligations	120,167		334,972
Warrant liabilities, at fair value						Warrant liabilities, at fair value	88,712		37,827
Securities sold under agreements to repurchase	Securities sold under agreements to repurchase	101,892		97,508		Securities sold under agreements to repurchase	159,218		122,638
Other liabilities	Other liabilities	176,365		59,217		Other liabilities	34,780		51,445
Liabilities of consolidated funds:	Liabilities of consolidated funds:					Liabilities of consolidated funds:
Other liabilities of consolidated funds	Other liabilities of consolidated funds	443		389		Other liabilities of consolidated funds	2		—
Total Liabilities	Total Liabilities	984,959		1,031,778		Total Liabilities	834,503		1,148,297
Commitments and Contingencies (Note 18)
Redeemable Noncontrolling Interests (Note 4)		155,598		150,000
Commitments and Contingencies (Note 16)						Commitments and Contingencies (Note 16)	0		0

Shareholders’ Equity	Shareholders’ Equity					Shareholders’ Equity
Class A Shares, par value $0.01 per share, 100,000,000 and 100,000,000 shares authorized, 22,557,205 and 21,284,945 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		226		213
Class B Shares, par value $0.01 per share, 75,000,000 and 75,000,000 shares authorized, 32,820,413 and 29,208,952 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		328		292
Class A Shares, par value $0.01 per share, 100,000,000 and 100,000,000 shares authorized, 25,216,856 and 22,903,571 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively						Class A Shares, par value $0.01 per share, 100,000,000 and 100,000,000 shares authorized, 25,216,856 and 22,903,571 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	252		229
Class B Shares, par value $0.01 per share, 75,000,000 and 75,000,000 shares authorized, 32,887,882 and 32,824,538 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively						Class B Shares, par value $0.01 per share, 75,000,000 and 75,000,000 shares authorized, 32,887,882 and 32,824,538 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	329		328
Additional paid-in capital	Additional paid-in capital	150,831		117,936		Additional paid-in capital	207,791		166,917
Accumulated deficit	Accumulated deficit	(396,077)		(343,759)		Accumulated deficit	(265,848)		(178,674)
Accumulated other comprehensive income						Accumulated other comprehensive income	146		732
Shareholders’ deficit attributable to Class A Shareholders	Shareholders’ deficit attributable to Class A Shareholders	(244,692)		(225,318)		Shareholders’ deficit attributable to Class A Shareholders	(57,330)		(10,468)
Shareholders’ equity attributable to noncontrolling interests	Shareholders’ equity attributable to noncontrolling interests	400,660		440,779		Shareholders’ equity attributable to noncontrolling interests	436,876		445,348
Total Shareholders’ Equity	Total Shareholders’ Equity	155,968		215,461		Total Shareholders’ Equity	379,546		434,880
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Equity		$	1,296,525	$	1,397,239
Total Liabilities and Shareholders’ Equity						Total Liabilities and Shareholders’ Equity	$	1,214,049	$	1,583,177


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(dollars in thousands)
Revenues
Management fees	$	76,820	$	68,053	$	227,391	$	195,389
Incentive income	27,031		41,525		134,379		89,085
Other revenues	1,786		2,316		5,145		7,693
Income of consolidated funds	—		58		3		90
Total Revenues	105,637		111,952		366,918		292,257

Expenses
Compensation and benefits	53,078		65,030		201,759		197,739
Interest expense	3,277		4,488		12,280		14,944
General, administrative and other	39,672		26,465		92,070		203,786
Expenses of consolidated funds	—		34		2		53
Total Expenses	96,027		96,017		306,111		416,522

Other (Loss) Income
Changes in fair value of warrant liabilities	(12,710)		—		(50,885)		—
Changes in tax receivable agreement liability	(39)		—		(18)		278
Net losses on retirement of debt	—		—		(30,198)		(693)
Net gains on investments	5,068		8,157		16,685		3,266

Total Other (Loss) Income	(7,681)		8,157		(64,416)		2,851

Income (Loss) Before Income Taxes	1,929		24,092		(3,609)		(121,414)
Income taxes	8,653		9,397		19,985		(17,971)
Consolidated Net (Loss) Income	(6,724)		14,695		(23,594)		(103,443)
Less: Net loss (income) attributable to noncontrolling interests	2,386		(4,393)		20,777		63,552

Net (Loss) Income Attributable to Sculptor Capital Management, Inc.	(4,338)		10,302		(2,817)		(39,891)
Change in redemption value of Preferred Units	—		(2,285)		—		(5,598)
Net (Loss) Income Attributable to Class A Shareholders	$	(4,338)	$	8,017	$	(2,817)	$	(45,489)

(Loss) Earnings per Class A Share
(Loss) Earnings per Class A Share - basic	$	(0.17)	$	0.35	$	(0.11)	$	(2.02)
(Loss) Earnings per Class A Share - diluted	$	(0.17)	$	0.25	$	(0.50)	$	(2.71)
Weighted-average Class A Shares outstanding - basic	25,334,903		22,729,285		24,743,527		22,542,047
Weighted-average Class A Shares outstanding - diluted	25,334,903		49,737,060		40,763,033		38,559,963


			As of September 30, ~~2020~~2021
Sculptor Capital Management, Inc.
Class A Shares			~~22,557,205~~25,216,856
Class B Shares			~~32,820,413~~32,887,882
Warrants to purchase Class A Shares (Note 7)			4,338,015

Sculptor Operating Partnerships
Group A Units			16,019,506
Group A-1 Units			9,779,446
Group B Units			~~22,557,205~~25,216,856
Group E Units			~~12,975,820~~13,009,152
Group P Units			3,385,000


	As of September 30, 2020
	Level I		Level II		Level III		Total

	(dollars in thousands)
Assets, at Fair Value
Included within cash and cash equivalents:
United States government obligations	$	83,899	$	0	$	0	$	83,899

Included within investments:
United States government obligations	$	152,174	$	0	$	0	$	152,174
CLOs(1)	$	0	$	0	$	188,640	$	188,640


	As of September 30, 2021
	Level I		Level II		Level III		Total

	(dollars in thousands)
Assets, at Fair Value



Included within investments:
U.S. government obligations	$	241,570	$	—	$	—	$	241,570
CLOs(1)	$	—	$	—	$	216,536	$	216,536

Liabilities, at Fair Value
Warrants	$	—	$	—	$	88,712	$	88,712


	As of December 31, 2019
	Level I		Level II		Level III		Total

	(dollars in thousands)
Assets, at Fair Value
Included within cash and cash equivalents:
United States government obligations	$	97,034	$	0	$	0	$	97,034

Included within investments:
United States government obligations	$	146,565	$	0	$	0	$	146,565
CLOs(1)	$	0	$	0	$	182,870	$	182,870


	As of December 31, 2020
	Level I		Level II		Level III		Total

	(dollars in thousands)
Assets, at Fair Value
Included within cash and cash equivalents:
U.S. government obligations	$	29,999	$	—	$	—	$	29,999

Included within investments:
U.S. government obligations	$	104,295	$	—	$	—	$	104,295
CLOs(1)	$	—	$	—	$	205,510	$	205,510

Liabilities, at Fair Value
Warrants	$	—	$	—	$	37,827	$	37,827


	June 30, 2021		Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2021

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	219,433	$	982	$	(286)	$	335	$	(3,928)	$	216,536

Liabilities, at Fair Value
Warrants	$	76,002	$	—	$	—	$	(12,710)	$	—	$	88,712


	June 30, 2020		Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2020

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	178,842	$	778	$	(103)	$	9,123	$	—	$	188,640


	June 30, 2020		Transfers In		Transfers Out		Investment Purchases / Issuances		Investment Sales / Settlements		Gains / Losses		September 30, 2020

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	178,842	$	0	$	0	$	778	$	(103)	$	9,123	$	188,640


	June 30, 2019		Transfers In		Transfers Out		Investment Purchases / Issuances		Investment Sales / Settlements		Gains / Losses		September 30, 2019

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	181,547	$	0	$	0	$	1,709	$	(28)	$	(6,489)	$	176,739

Investments of consolidated funds:
Bank debt	$	36,130	$	5,326	$	(17,427)	$	9,231	$	(33,283)	$	23	$	0


	December 31, 2019		Transfers In		Transfers Out		Investment Purchases / Issuances		Investment Sales / Settlements		Gains / Losses		September 30, 2020

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	182,870	$	0	$	0	$	5,185	$	(288)	$	873	$	188,640


	December 31, 2018		Transfers In		Transfers Out		Investment Purchases / Issuances		Investment Sales / Settlements		Gains / Losses		September 30, 2019

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	181,868	$	0	$	0	$	28,420	$	(27,778)	$	(5,771)	$	176,739

Investments of consolidated funds:
Bank debt	$	75,613	$	7,982	$	(40,272)	$	29,601	$	(73,772)	$	848	$	0
Corporate bonds	$	0	$	0	$	0	$	987	$	(981)	$	(6)	$	0


	September 30, 2020		December 31, 2019

Lease Term and Discount Rate
Weighted average remaining lease term
Operating leases	8.7 years		9.3 years
Finance leases	1.9 years		2.1 years

Weighted average discount rate
Operating leases	7.9	%	7.9	%
Finance leases	7.2	%	7.9	%


	Operating Leases		Finance Leases

	(dollars in thousands)
Maturity of Lease Liabilities
October 1, 2020 to December 31, 2020	$	5,635	$	0
2021	21,028		867
2022	19,831		248
2023	19,125		0
2024	15,353		0
Thereafter	82,234		0
Total Lease Payments	163,206		1,115
Imputed interest	(45,115)		(49)
Total Lease Liabilities	$	118,091	$	1,066


	Operating Leases

	(dollars in thousands)
Sublease Rent Payments Receivable
October 1, 2020 to December 31, 2020	$	384
2021	1,537
2022	1,537
2023	1,204
2024	0
Thereafter	0
Total Sublease Rent Payments Receivable	$	4,662


	Operating Leases

	(dollars in thousands)
Sublease Rent - Contractual Payments
October 1, 2021 to December 31, 2021	$	402
2022	2,086
2023	3,177
2024	1,920
2025	1,920
Thereafter	8,040
Total Sublease Rent - Contractual Payments	$	17,545


	Debt Securities		2018 Term Loan		CLO Investments Loans		Total

	(dollars in thousands)
Maturity of Debt Obligations
October 1, 2020 to December 31, 2020	$	0	$	0	$	0	$	0
2021	0		0		6,576		6,576
2022	40,000		0		484		40,484
2023	40,000		8,500		0		48,500
2024	40,000		0		19,120		59,120
Thereafter	80,000		0		39,035		119,035
Total Payments	200,000		8,500		65,215		273,715
Unamortized discounts & deferred financing costs	(14,480)		(130)		(310)		(14,920)
Total Debt Obligations	$	185,520	$	8,370	$	64,905	$	258,795


	2020 Term Loan		CLO Investments Loans		Total

	(dollars in thousands)
Maturity of Debt Obligations
October 1, 2021 to December 31, 2021	$	—	$	—	$	—
2022	—		—		—
2023	—		—		—
2024	—		—		—
2025	—		—		—
2026	—		—		—
Thereafter	95,000		39,035		134,035
Total Payments	95,000		39,035		134,035
Unamortized discounts & deferred financing costs	(13,637)		(231)		(13,868)
Total Debt Obligations	$	81,363	$	38,804	$	120,167


Initial Borrowing Date	Contractual Rate	Final Maturity Date	Carrying Value
			September 30, 2020		December 31, 2019

			(dollars in thousands)
June 7, 2017	LIBOR plus 1.48%	November 16, 2029	$	17,195	$	17,245
August 2, 2017	LIBOR plus 1.41%	January 21, 2030	21,582		21,679
September 14, 2017	EURIBOR plus 2.21%	September 14, 2024	19,067		18,237
August 1, 2019	EURIBOR plus 1.15%	June 29, 2021	6,576		3,464
February 27, 2020	EURIBOR plus 0.80%	January 11, 2022	485		0
			$	64,905	$	60,625


Securities Sold under Agreements to Repurchase	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Liabilities in the Consolidated Balance Sheet		Securities Transferred		Net Amount

	(dollars in thousands)
As of September 30, 2021	$	159,218	$	—	$	159,218	$	159,218	$	—
As of December 31, 2020	$	122,638	$	—	$	122,638	$	122,638	$	—


	Investments in CLOs
Securities Sold under Agreements to Repurchase	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater Than 90 Days		Total

	(dollars in thousands)
As of September 30, 2020	$	0	$	0	$	0	$	101,892	$	101,892
As of December 31, 2019	$	0	$	0	$	0	$	97,508	$	97,508


	Three Months Ended September 30, 2020				Three Months Ended September 30, 2019
	Management Fees		Incentive Income		Management Fees		Incentive Income

	(dollars in thousands)
Multi-strategy funds	$	33,239	$	22,013	$	34,201	$	13,732
Credit
Opportunistic credit funds	12,512		16,585		11,217		2,664
Institutional Credit Strategies	13,302		0		14,713		0
Real estate funds	9,000		2,927		2,613		14,027
Other	0		0		212		0
Total	$	68,053	$	41,525	$	62,956	$	30,423


	Nine Months Ended September 30, 2020			Nine Months Ended September 30, 2019
		Management Fees		Incentive Income		Management Fees		Incentive Income

		(dollars in thousands)
Multi-strategy funds		$	94,826	$	58,377	$	102,801	$	59,516
Credit
Opportunistic credit funds		33,308		24,005		32,356		35,653
Institutional Credit Strategies		36,653		0		42,284		0
Real estate funds		30,594		6,703		9,862		23,209
Other		8		0		676		0
Total		$	195,389	$	89,085	$	187,979	$	118,378


Three Months Ended September 30, 2020	Net Income Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Earnings Per Class A Share		Number of Antidilutive Units Excluded from Diluted Calculation

	(dollars in thousands, except per share amounts)
Basic	$	8,017	22,729,285	$	0.35
Effect of dilutive securities:
Group A Units	4,264		16,019,506			0
Group E Units	—		10,988,269			0
RSUs	0		0			4,110,587
Diluted	$	12,281	49,737,060	$	0.25


Three Months Ended September 30, 2019		Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units Excluded from Diluted Calculation

Three Months Ended September 30, 2021								Three Months Ended September 30, 2021	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
		(dollars in thousands, except per share amounts)							(dollars in thousands, except per share amounts)
Basic	Basic	$	(25,140)	20,907,021	$	(1.20)		Basic	$	(4,338)	25,334,903	$	(0.17)
Effect of dilutive securities:	Effect of dilutive securities:							Effect of dilutive securities:
Group A Units	Group A Units	0		0			16,019,506	Group A Units	—		—			16,019,506
Group E Units	Group E Units	—		0			13,476,211	Group E Units	—		—			13,009,152
RSUs	RSUs	0		0			4,903,263	RSUs	—		—			3,289,109
Warrants								Warrants	—		—			4,338,015
Diluted	Diluted	$	(25,140)	20,907,021	$	(1.20)		Diluted	$	(4,338)	25,334,903	$	(0.17)


Nine Months Ended September 30, 2021	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation

	(dollars in thousands, except per share amounts)
Basic	$	(2,817)	24,743,527	$	(0.11)
Effect of dilutive securities:
Group A Units	(17,720)		16,019,506			—
Group E Units	—		—			13,010,373
RSUs	—		—			3,463,072
Warrants	—		—			4,338,015
Diluted	$	(20,537)	40,763,033	$	(0.50)


	Potential Payments Under Tax Receivable Agreement
	(dollars in thousands)
October 1, 2020 to December 31, 2020	$	11,805
2021	9,935
2022	29,559
2023	46,089
2024	43,002
Thereafter	47,071
Total Payments	$	187,461


	Three Months Ended September 30, 2019
	June 30, 2019		Inflows / (Outflows)		Distributions / Other Reductions		Appreciation / (Depreciation)		September 30, 2019

	(dollars in thousands)
Multi-strategy funds	$	9,775,395	$	(350,708)	$	(30,683)	$	(304,112)	$	9,089,892
Credit
Opportunistic credit funds	6,025,955		97,220		(1,938)		(79,137)		6,042,100
Institutional Credit Strategies	14,718,741		259,418		(19,894)		(94,474)		14,863,791
Real estate funds	2,921,525		9,262		(1,146,253)		(4,777)		1,779,757
Other	217,850		140		(42,803)		—		175,187
Total	$	33,659,466	$	15,332	$	(1,241,571)	$	(482,500)	$	31,950,727