OM Asset Management plc (Form: 8-K, Received: 02/01/2018 08:58:52)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2018

OM Asset Management plc

(Exact name of registrant as specified in its charter)



England and Wales	001-36683	98-1179929
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Ground Floor, Millennium Bridge House

London EC4V 4GG, United Kingdom

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 2.02	Results of Operations and Financial Condition.

On February 1, 2018 , OM Asset Management plc (the “Company”) issued a press release and presentation materials setting forth its financial and operating results for the quarter ended December 31, 2017 . Copies of the press release and the presentation materials are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, hereto.



ITEM 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Stephen H. Belgrad as President, Chief Executive Officer and Director

On January 30, 2018, the Board of Directors (the “Board”) of the Company appointed Stephen H. Belgrad as the Company’s President and Chief Executive Officer, effective as of March 2, 2018 and as a Director of the Company, effective as of January 30, 2018.

Before being appointed as the Company’s President, Chief Executive Officer and a Director of the Company, Mr. Belgrad, age 55, was Executive Vice President, Chief Financial Officer and a member of the Executive Management Team of the Company. Mr. Belgrad has held these positions since the Company’s initial public offering and has held comparable positions with OMAM Inc., where he also acts as director, since 2011. As Chief Financial Officer, Mr. Belgrad was responsible for the Company’s finance, investor relations, legal and IT/operations functions and jointly responsible for corporate development. From 2008 to May 2011, Mr. Belgrad was chief financial officer of HarbourVest Global Private Equity Limited (HVPE), a publicly-traded closed-end investment company. Mr. Belgrad previously was a vice president in the new investments group at Affiliated Managers Group, Inc., a publicly traded global asset management company, and, prior to that, senior vice president and treasurer at Janus Capital Group Inc., a publicly traded investment management firm. He began his career at Morgan Stanley & Co., a global financial services firm, where, over the course of 15 years, he held various positions in investment banking, corporate strategy and Morgan Stanley’s asset management division. Mr. Belgrad received a B.A. in economics from Princeton University and an M.B.A. from Harvard Business School.

On January 31, 2018, the Company entered into an Employment Agreement with Mr. Belgrad (the “Employment Agreement”) in connection with the appointment of Mr. Belgrad as the Company’s President and Chief Executive Officer. The Employment Agreement incorporates by reference certain terms of the previously disclosed Transition Severance Agreement between Mr. Belgrad and the Company. Pursuant to the Employment Agreement, Mr. Belgrad’s compensation will consist of an annual base salary of $500,000, and he will be eligible to receive a target incentive bonus of $3,000,000, payable in a combination of cash and equity of the Company, a portion of which may be subject to time-based vesting (ratably over 3 years) and a portion of which may be subject to performance-based vesting (based on relative total shareholder return performance against a defined peer group). In addition, Mr. Belgrad will receive a one-time grant of restricted ordinary shares of the Company equaling $500,000, a portion of which may be subject to time-based vesting and a portion may be subject to performance-based vesting. Mr. Belgrad will also continue to be eligible to participate in certain Company-wide employee benefit programs, including the Company’s Profit Sharing and 401(k) Plan as well as health and welfare benefits.

In the event of a termination of Mr. Belgrad’s employment by the Company without Cause (as defined in the Employment Agreement) or termination by Mr. Belgrad for Good Reason (as defined in the Employment Agreement) (in either case a “Good Leaver Termination”), Mr. Belgrad would be entitled to receive (i) upon the occurrence of a Good Leaver Termination prior to March 3, 2020, compensation and benefits consistent with the terms of Mr. Belgrad’s previously disclosed Transition Services Agreement and (ii) upon the occurrence of a Good Leaver Termination on or after March 3, 2020, (a) separation payments equal to twelve (12) months of Mr. Belgrad’s salary plus 50% of the aggregate bonus (cash and non-cash) received by Mr. Belgrad for the prior year (collectively, the “Severance”); provided, however, that such Severance shall not be less than $3,250,000 and shall be paid according to the Company’s normal payroll practices, (b) continuation of health benefits for twelve (12) months, (c) a pro-rated aggregate bonus (cash and non-cash) for the year in which the termination of employment occurs, which shall be determined at the discretion of the Compensation Committee, and (d) continued vesting of Mr. Belgrad’s time- and performance-based restricted share and restricted share unit awards pursuant to their existing vesting schedules.

Any short-term or long-term cash or equity-based incentive award paid to Mr. Belgrad will be subject to the Clawback Policy adopted by the Board, as in effect from time-to-time.

The Employment Agreement contains customary restrictive covenants, including, non-disclosure, non-disparagement, non-interference, a twelve (12) month non-solicitation and a two (2) month non-competition obligation.

The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.

In connection with the appointment of Mr. Belgrad as President and Chief Executive Officer, Mr. Belgrad will step down as Chief Financial Officer, Principal Accounting Officer and Principal Financial Officer, effective as of March 2, 2018. In addition, James J. Ritchie will step down as Interim Chief Executive Officer, effective as of March 2, 2018. Mr. Ritchie will continue to serve as an independent Director of the Company and Chairman of the Board of Directors.

Appointment of Daniel K. Mahoney as Head of Finance, Principal Accounting Officer and Principal Financial Officer

On January 31, 2018 the Board appointed Daniel K. Mahoney as the Company’s Head of Finance, Principal Accounting Officer and Principal Financial Officer, effective as of March 2, 2018.

Before being appointed as the Company’s Head of Finance, Principal Accounting Officer and Principal Financial Officer, Mr. Mahoney, age 38, was the Company’s Controller and Chief Accounting Officer, positions he has held since 2014. Prior to joining the Company, Mr. Mahoney was Chief Accounting Officer of State Street Global Advisors where he was responsible for all accounting and control processes. Mr. Mahoney was previously a Senior Manager at PricewaterhouseCoopers LLP in their audit practice where he focused on asset management companies and SEC registrants. Mr. Mahoney received a B.A. in Economics from Tufts University and is a certified public accountant.

As the Company’s Head of Finance, Principal Accounting Officer and Principal Financial Officer, Mr. Mahoney will receive an annual base salary of $250,000 and he will be eligible to participate in the Company’s annual incentive compensation program, with such incentive compensation paid in a combination of cash and equity of the Company. In addition, Mr. Mahoney will continue to be eligible to participate in certain Company-wide employee benefit programs, including the Company’s Profit Sharing and 401(k) Plan as well as health and welfare benefits.

Resignation of Director and Election of New Director

On January 30, 2018, John Rogers resigned as a director of the Company effective January 31, 2018 for personal reasons and to pursue other endeavors. Mr. Rogers shall continue to provide assistance to the Board of Directors as a consultant pursuant to terms and conditions as agreed between Mr. Rogers and the Board of Directors.

In connection with Mr. Rogers' resignation, on January 30, 2018, the Board elected Barbara Trebbi, CFA, as a Director of the Company, effective as of January 30, 2018. Ms. Trebbi was a General Partner and co-managing partner at Mercator Asset Management, L.P. (“Mercator”) until October 2017. At Mercator, which she joined in 2000, she was a senior member of the investment team, with a focus on international equities, in particular, continental European investments, as well as Asia and other emerging markets. Her clients included a wide range of institutional investors and sub-advisory accounts. Ms. Trebbi started her career in 1988 as an international equity research analyst at Mackenzie Investment Management Inc., and progressed over 12 years to become head of international equities. She has over 30 years of international investment experience. Ms. Trebbi is a Chartered Financial Analyst and a member of the CFA Institute, the Investment Counsel Association of America, and also is a member of the CFA Society of South Florida, where she served as President from 1994 to 1995. She also serves on a number of non-profit boards related to primary, secondary and higher education. She has a Graduate Diploma from the London School of Economics and Political Science and a B.S. degree from the University of Florida.

Ms. Trebbi will receive cash compensation for her service as a Director in accordance with the Company’s Non-Employee Director Compensation Policy, the components of which were disclosed in the Company’s Proxy Statement for its 2017 Annual General Meeting, filed on April 3, 2017. In addition, Ms. Trebbi will be eligible to receive an annual grant of restricted share units of the Company pursuant to the Company’s Non-Employee Director Equity Incentive Plan, in the amount of $100,000 (which such grant will be prorated for service during 2018).



ITEM 9.01	Financial Statements and Exhibits.

The information in Item 2.02 and the information filed as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K is being furnished in accordance with Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may be expressly set forth in a specific filing.



Exhibit No.		Description

10.1		Employment Agreement, dated January 31, 2018, by and between the Company and Stephen H. Belgrad
99.1		Earnings press release issued by the Company on February 1, 2018
99.2		Fourth quarter 2017 earnings presentation of OM Asset Management plc

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this form to be signed on its behalf by the undersigned, thereto duly authorized.



Date:	February 1, 2018	OM ASSET MANAGEMENT PLC


		By:	/s/ JAMES J. RITCHIE
		Name:	James J. Ritchie
		Title:	Interim Chief Executive Officer

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 31st day of January 2018 by and between OMAM Inc., a Delaware corporation with an address at 200 Clarendon Street, 53rd Floor, Boston, Massachusetts 02116 (“OMAM”) and Stephen H. Belgrad (the “Executive”).

In this Agreement, unless the context otherwise requires:

The following terms shall have the following meanings:

“Affiliate” means any person or entity directly or indirectly controlling, being controlled by, or under common control with the Company;

“Basic Termination Payments” means (i) the Base Salary payable to Executive under Section 4.1(A) through the termination of employment, (ii) any expense reimbursements under Section 4.3 for expenses reasonably incurred in the performance of the Executive’s duties prior to termination, and (iii) the value of any unused vacation accrued to the date of termination of employment;

“Board” means the Board of Directors of the Company or any entity controlling the Company, including without limitation OM Asset Management plc;

“Cause” means (i) the Executive’s willful or reckless misconduct, or gross, continuing or repeated negligence in the performance of the Executive’s duties and responsibilities with respect to the Company, or his material failure to carry out directions which are reasonable in light of the Executive’s primary duties and responsibilities, or any other conduct that results in substantial injury (monetary or otherwise) to the Company or its officers, directors, employees or other agents; (ii) the Executive’s conviction of a felony, which has or could have a material adverse effect (monetary or otherwise) on the Company or its officers, directors, employees or other agents; (iii) the Executive’s embezzlement or misappropriation of funds, commission of any material act of dishonesty, fraud or deceit, or violation of any federal or state law applicable to the securities industry; (iv) the Executive’s material breach of a legal or fiduciary duty owed to the Company or its officers, directors, employees or other agents; or (v) the Executive’s material breach of any provision of any agreement between the Executive and the Company and its officers, directors, employees or other agents, any Company policy or practice, or any applicable law;

“Commencement Date” means March 2, 2018;

“Company” means OMAM, any company that is a subsidiary or holding company (up to and including the ultimate holding company) of the Company and any subsidiary of any such holding company, and any Affiliate(s).

“Compensation Committee” means the Compensation Committee of the Board of Directors of the Company, if any; provided, however, if there should be no Compensation Committee, then such reference to the Compensation Committee shall be to the Board of Directors or other authorized body or officer of the Company performing the described function;

“Confidential Information” means any confidential information concerning the business or affairs of the Company or concerning the Company’s customers, clients, vendors, suppliers, business partners, advisors, consultants or employees, including but not limited to the following: any financial information or valuation information concerning the Company, and any other proprietary information of the Company, including that relating to the demonstrably anticipated business of the Company that the Executive obtains, develops or learns in the course of the Executive’s employment by the Company and any and all memoranda, notes, reports, documents, emails and other media containing the foregoing. Confidential Information specifically includes: any inventions (whether or not patentable), works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by the Executive during the term of the Executive’s employment, all business, technical and financial information, including trade secrets, information about clients, including their names, addresses and investment history; information about employees or applicants for employment, their compensation, qualifications and performance levels; all information regarding fees, commissions and compensation; all investment, advisory, technical or research data, and financial models developed by the Company and its employees; methods of operation; manuals, books and notes regarding the Company’s products and services; all drawings, designs, patterns, devices, methods, techniques, compilations, processes, product specifications and guidelines, future plans, cost and pricing information, computer programs, formulas, and equations; the cost to the Company of supplying its products and services; written business records, files, documents, specifications, plans and compilations of information concerning the business of the Company; and reports, correspondence, records account lists, price lists, budgets, indices, invoices and telephone records that the Executive obtains, develops, or learns in the course of the Executive’s employment by OMAM. “Confidential Information” shall include the Confidential Information of any third party disclosed to the Company under confidentiality obligations and any information which a reasonable person would consider confidential due to the circumstances surrounding disclosure or due to the nature of the information. Confidential Information shall not apply to information that has been independently developed by others or has become generally known through no wrongful act on the part of

the Executive or any other person having an obligation of confidentiality to the Company;

“Disability” means that the Executive has, for 90 consecutive days or 180 days in any 12 month period, been disabled as a result of any mental or physical illness in a manner which prevents him from performing the essential functions of his job, with or without reasonable accommodation determined by an independent qualified medical doctor selected by OMAM. In such circumstances, the Executive hereby agrees to submit to a medical examination by a qualified medical practitioner appointed by the Company and reasonably acceptable to the Executive;

“Good Reason” means the occurrence of one or more of the following without the Executive’s consent, other than on account of Executive’s inability to perform his or her duties on account of mental or physical disability: (i) a material reduction of the Executive’s aggregate annual compensation, including, without limitation, Base Salary, bonus and other incentive compensation opportunity, if such reduction is not related to either individual or corporate performance; (ii) a material, adverse change to the Executive’s current title of Chief Executive Officer of the Company; (iii) a material change in the geographic location at which the Executive must regularly perform services for the Company (which, for purposes of this Agreement, means a change in Executive’s principal place of employment by 50 or more miles, provided that such relocation materially increases the time of the Executive’s commute); (iv) the Company’s material breach of any provision of this Agreement; or (v) the Executive’s involuntary removal or dismissal from any Board membership position. The Executive must provide written notice of termination for Good Reason to the Company within thirty (30) days after the event constituting Good Reason. The Company shall have a period of thirty (30) days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in the Executive’s notice of termination. If the Company does not correct the act or failure to act, the Executive may terminate his employment for Good Reason not later than (30) days following the end of the Company’s thirty (30)-day cure period. If the event constituting Good Reason is a material reduction in compensation described in subsection (i) above, the Executive’s Salary and Bonus for purposes of the severance calculations shall be determined without regard to the material reduction of compensation described in subsection (i);

“Notice Period” means the period ending sixty (60) days from the date of written notice to terminate the Agreement;

“Term” means the period beginning on the Commencement Date and continuing through the Termination Date;

“Termination Date” means the date when the Executive ceases to be employed by the Company;

“Trade Secrets” means proprietary data and information relating to the business of the Company including, but not limited to, technical or nontechnical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

References to Sections are, unless otherwise stated, to sections of this Agreement; and

Headings to Sections are for convenience only and shall not affect the construction or interpretation of this Agreement.

2.1 OMAM hereby agrees to employ the Executive and the Executive hereby agrees to accept employment with OMAM, on the terms and conditions more fully set forth herein.

2.2 The Executive’s employment will continue from the Commencement Date until it is terminated in accordance with the provisions of Section 5 below. Provided, however, that the Executive’s employment is at all times on an at-will basis, and either the Executive or OMAM may terminate this Agreement with or without Cause, for any reason or no reason, consistent with the provisions of Section 5 herein.

2.3 The Executive’s title shall be President and Chief Executive Officer and the Executive’s responsibilities shall include such duties and responsibilities that may be assigned by the Board or its designee, consistent with the title of President and Chief Executive Officer of a company in the asset management business. The Executive was appointed to serve as a member of the Board on January 30, 2018; his appointment will be subject to re-election in accordance with then prevailing corporate governance procedures.

2.4 The Executive will use reasonable best efforts to faithfully, diligently and efficiently perform such duties on behalf of the Company consistent with such office as may be assigned to the Executive from time to time by the Company. The Executive agrees to abide by the reasonable rules, regulations, instructions, personnel practices and policies of the Company, including without limitation OMAM’s Code of Ethics as well as its Insider Trading Policy, and any changes therein which may be adopted from time to time, all of which the Executive was first notified in writing. The Executive’s actions as an employee of OMAM shall at all times be consistent with the interests of the Company. Under no circumstances will the Executive knowingly take any action contrary to the best interests of the Company.

2.5 The Executive may manage his investments or engage in charitable or civic activities, subject to OMAM Insider Trading and other applicable policies, so long as he gives

his duties to the Company first priority and such activities do not interfere with the performance of his duties for the Company. Notwithstanding the foregoing, other than with regard to the Executive’s duties to the Company, the Executive will not accept any other employment, perform any consulting services, or serve on the board of directors or governing body of any other for-profit business throughout the Executive’s employment hereunder, except with the prior written consent of the Board.

2.6 The Executive warrants that in entering into this Agreement and performing the obligations hereunder, the Executive has not and will not be in breach of any terms or obligations of any other employment or agreement. The Executive further represents that the performance of all the terms of this Agreement and as an employee of the Company has not, does not and will not breach any pre-existing agreement (i) to refrain from competing, directly or indirectly, with the business of such previous employer or any other party or (ii) to keep in confidence proprietary information, knowledge or data acquired by the Executive prior to employment with the Company.

The Executive shall primarily perform the duties assigned hereunder at OMAM’s office presently located in Boston, Massachusetts, and is expected to travel to and work at other Company offices and other appropriate places within or outside the United States for reasonable periods of time.

COMPENSATION AND BENEFITS.

In consideration of the services performed by the Executive, and subject to performance of the Executive’s duties and responsibilities to the Company, OMAM shall provide the Executive with the compensation and benefits described below:

4.1 Compensation: The Executive’s compensation package shall consist of the following:

(A) Base Salary: OMAM will pay the Executive a base salary of $500,000.00 per annum (the “Base Salary”), such Base Salary to be paid in accordance with OMAM’s normal payroll procedures and subject to applicable tax deductions and withholdings. The salary shall be reviewed annually and any modification and the amount of any modification shall be in the Compensation Committee’s absolute discretion and notified to the Executive in writing.

(B) Bonus: The Executive shall be eligible to participate in the Company’s bonus plan(s) that may be adopted from time to time by the Compensation Committee or otherwise in its sole discretion. The payment of any bonus shall be subject to the terms established by the Compensation Committee. The amount of the bonus payable (if any) to the Executive will be determined by the Compensation Committee in its sole discretion and notified to the Executive. The Company reserves the right to amend, modify or withdraw any particular bonus plan.

(C) Equity Compensation: The Executive shall be eligible to participate in the Company’s equity compensation plan(s) that may be adopted, terminated and/or amended from time to time by the Compensation Committee. The issuance, vesting and exercise of any share awards subject hereto shall be approved by the Compensation Committee and shall be in accordance with the plan currently in effect. In order to be eligible for the award of any equity, the Executive also shall be required to execute any agreement and/or other document then in effect.

4.2 Benefits: Except as provided herein, the Executive shall be eligible to receive the various benefits offered by OMAM to its executive employees, including holidays, vacation, medical, dental, disability and life insurance, and such other benefits as may be determined from time to time. These benefits may be modified or eliminated from time to time at the sole discretion of OMAM. Where a particular benefit is subject to a formal plan, eligibility to participate in and receive the particular benefit shall be governed solely by the applicable plan document. Provided, however, should OMAM have a severance plan in effect as of Executive’s termination date, Executive will not be eligible for any payments under the plan unless otherwise approved by the Compensation Committee in its sole discretion.

4.3 Expenses: The Executive shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred for the Company’s business (including travel and entertainment) in accordance with the policies, practices and procedures of OMAM. The Executive shall comply with all Company policies, practices and procedures, and all codes of ethics or business conduct applicable to the Executive’s position, as may be in effect from time to time.

TERMINATION OF AGREEMENT/EMPLOYMENT

5.1 During the First Two Years of the Term: Either party may terminate the Executive’s employment during the first two years of the Term (i.e., at any time from the Commencement Date to and through March 2, 2020) in accordance with Section 2 of the Transition Severance Agreement by and between OMAM and the Executive dated August 30, 2017 (the “Transition Severance Agreement”). In such event, the Transition Severance Agreement shall set forth and govern OMAM’s obligation to make any post-termination payments to the Executive on account of the termination of the Executive’s employment; provided, however, during such first two-year period, (i) the definition of Good Reason in this Agreement shall apply and (ii) the Executive shall be paid any expense reimbursements under Section 4.3 for expenses reasonably incurred in the performance of the Executive’s duties prior to termination, and the value of any unused vacation accrued to the date of termination of employment.

5.2 After the First Two Years of the Term (i.e., commencing on March 3, 2020 and continuing thereafter):

(A) Termination For Cause: OMAM may terminate this Agreement and the Executive’s employment for Cause immediately upon written notice. Upon termination of the Executive’s employment with OMAM in accordance with this Section 5.2, OMAM only shall be obligated to pay the Executive the Basic Termination Payments. Executive

shall not be entitled to receive any other compensation or benefit, contingent or otherwise, except as otherwise required by applicable law.

(B) Termination With Notice: Either party may terminate this Agreement and the Executive’s employment for any reason by giving the other party not less than sixty (60) days’ advance notice in writing. If such notice is served by either party, OMAM shall be entitled, in its sole and absolute discretion, to terminate the Executive’s employment at any time during the Notice Period and to provide payment in lieu of notice.

Upon termination, OMAM shall pay the Executive the Basic Termination Payments;

In the event that OMAM terminates this Agreement prior to the end of the Notice Period (without Cause), it shall pay the Executive an amount equivalent to his Base Salary and an amount equivalent to OMAM’s share of the cost of medical and dental benefits with respect to similarly situated active employees of the Company for the remainder of the Notice Period; and,

Subject to the Executive’s satisfactory individual performance to the end of the Notice Period or such shorter period as determined by OMAM, OMAM will pay the Executive any unpaid bonus on account of the calendar year preceding the end of the Term if the Term ends on or after January 1 but before the actual date of payment of the Executive’s bonus for the prior calendar year.

(D) By OMAM with Notice or By Executive for Good Reason: In the event that OMAM terminates this Agreement without Cause (including in such event that the Executive dies or is terminated as a result of Disability during the Notice Period relating to a termination by the Company without Cause), or if the Executive terminates this Agreement for Good Reason, OMAM will pay the Executive the following:

The Basic Termination Payments;

An amount equal to (x) the Executive’s annual Base Salary at the rate in effect immediately before the Termination Date plus (y) a cash bonus in an amount equal to 50% of the full annual incentive

amount expressed as a dollar amount, that was paid or granted to the Executive for the prior fiscal year, which may have been payable in a combination of cash and equity grants (or, if no bonus has been paid or granted for the prior fiscal year, 50% of the full annual incentive amount expressed as a dollar amount paid or granted for the most recent fiscal year for which a bonus was paid or granted); provided, however, in no event shall any payment to the Executive pursuant to this subsection (iii) amount to less than $3,250,000.00;

An amount equivalent to OMAM’s share of the cost of medical and dental benefits with respect to similarly situated active employees of the Company for the period of twelve (12) months from the Termination Date (without regard to whether OMAM paid the Executive its share of the cost of medical and dental benefits in lieu of all or a portion of the Notice Period);

An annual bonus for the year in which the Termination Date occurs, based on attainment of the applicable objective performance goals according to the terms of the annual bonus plan, which shall be pro-rated based on the number of days worked during the termination year through the end of the Notice Period (without regard to whether pay is provided in lieu of all or a portion of the Notice Period), at the discretion of the Compensation Committee. The bonus for the year in which the Termination Date occurs, if any, shall be calculated in a manner similar to that used for similarly situated executives of OMAM (determined as if the Executive’s employment had not terminated), and shall be paid in cash;

If the annual bonus earned for the year prior to the year in which the Termination Date occurs has not yet been paid, such annual bonus will be paid to the Executive in cash; and

Continued vesting of the Executive’s time- and performance-based restricted stock and restricted stock unit awards pursuant to their existing vesting schedules. To the extent the Company has a tax withholding obligation (relating to income, employment and/or social security taxes) with respect to one or more unvested awards as of the Termination Date, a sufficient number of the Executive’s time-based awards will be deemed to vest and may be sold to cover the minimum applicable tax withholding tax liability, provided that such vesting and sale does not have adverse consequences under IRC Section 409A and is otherwise permitted by applicable law, and subject to the provisions of OMAM’s insider trading policy.

Continued vesting means that the awards will no longer be subject to the requirement of continued service, but (i) any performance-based awards will continue to be subject to vesting based on attainment of performance goals, (ii) except as provided above with respect to tax withholding, the shares subject to the awards may not be transferred until the specified vesting dates in the applicable award agreements, and (iii) the awards will be subject to forfeiture pursuant to the Company’s Clawback Policy or in the event of a breach by the Executive of any restrictive covenants under this Agreement or under any other agreement with the Company.

(E) Resignation by the Executive Prior to Expiration of the Notice Period: Should the Executive voluntarily resign prior to the expiration of a Notice Period (regardless of the party providing the notice), OMAM shall pay the Executive the Basic Termination Payments and the Executive shall not be entitled to receive any other compensation or benefit, contingent or otherwise, except as otherwise required by applicable law.

(F) Termination upon the Executive’s death or Disability. In the event that the Executive dies during the Term or OMAM terminates his employment as a result of Disability (other than during the Notice Period as set forth in Section 5.2(D) above), OMAM shall pay the Executive or his estate the following:

The Basic Termination Payments;

The amounts described in Section 5.2(D)(iv)-(vi); and

Accelerated vesting of the Executive’s time- and performance-based restricted stock and restricted stock unit awards such that all unvested shares shall be deemed vested as of the Termination Date. Performance-based restricted stock and restricted stock unit awards shall accelerate and vest at target. Notwithstanding the foregoing, all of the awards will remain subject to forfeiture pursuant to the Company’s Clawback Policy or in the event of a breach by the Executive of any restrictive covenants under this Agreement or under any other agreement with the Company.

(G) Release/Post-Termination Payments: The receipt of the compensation and benefits provided in these Sections 5.1 and 5.2 to the Executive shall be in full and final satisfaction of the Executive’s rights and claims under this Agreement (or otherwise). Payment of any post-termination compensation or benefits to the Executive in excess of the Basic Termination Payments shall be in lieu of severance and is subject to and conditioned upon the Executive’s execution (or his estate’s execution, in the event of his death) of a separation agreement which, among other provisions, shall include a complete customary release of claims (the “Release Agreement”) by the Executive to the Company

(and its directors, officers, employees and agents), and a reaffirmation of the Executive’s obligations and covenants under Section 6 of this Agreement, within 45 days of the Termination Date. OMAM shall make any post-termination payments to the Executive in Section 5.1 in accordance with the terms of the Transition Severance Agreement. OMAM shall make any post-termination payments to the Executive in Section 5.2 in one lump sum on the first regularly scheduled payroll following the effective date of the Release Agreement; provided, however, if the release and waiver period spans two calendar years and if required by Section 409A of the IRC of 1986, as amended, payments shall be made in the later calendar year.

(H) Equity: Unless otherwise provided herein or at the discretion of the Compensation Committee, the Executive’s rights and entitlements to any equity compensation shall be governed by the terms of the applicable plan documents, subject to any Clawback Policy of the Company.

5.3 Resignations: Upon termination of the Executive’s employment, the Executive will also automatically resign, and will automatically be deemed to have resigned, from all positions with the Company (including any Board membership positions), unless otherwise provided by the Board. The Executive hereby grants the Company an irrevocable power of attorney (with right of substitution) to take actions in the Executive’s name to effectuate such resignations.

5.4 Upon termination (or suspension) of the Executive’s employment or this Agreement, regardless of the reason, the Executive shall deliver to the Company all books, documents, materials described in Section 6, and all credit cards, keys and other property of the business of the Company which may be in the Executive’s possession, custody or control.

RESTRICTIVE COVENANTS.

6.1 Confidential Information.

(A) The Executive acknowledges and agrees that during employment with the Company, the Executive will acquire Confidential Information and Trade Secrets in relation to the Company and that through dealing closely with customers and clients the Executive will form close connections with and influence over those customers and clients. The Executive acknowledges and agrees that the Confidential Information, Trade Secrets and business relationships of the Company are necessary for the Company to continue to operate its business. The Executive further acknowledges and agrees that the Company has a reasonable, necessary and legitimate business interest in protecting its Confidential Information, Trade Secrets and business relationships and that the following covenants are reasonable and necessary to protect such business interests and are given for good and valuable consideration. Accordingly, the Executive will comply with the policies and procedures of the Company for protecting Confidential Information, Trade Secrets not use, reproduce, distribute, disclose or otherwise disseminate the Confidential Information and Trade Secrets or any physical embodiments thereof other than as required by applicable law or for the proper performance of his duties and responsibilities

to the Company, and may in no event take any action causing, or fail to take the action necessary in order to prevent, his disclosure of any Confidential Information and Trade Secrets disclosed to or developed by the Executive to lose its character or cease to qualify as Confidential Information or Trade Secrets.

(B) Nothing in this Agreement prohibits or limits the Executive from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before, the Securities and Exchange Commission, the Department of Justice, FINRA, any other self-regulatory organization or any other governmental, law enforcement, or regulatory authority, regarding this agreement and its underlying facts and circumstances, or any reporting of, investigation into, or proceeding regarding suspected violations of law, and that the Executive is not required to advise or seek permission from the Company before engaging in any such activity; provided, however, in connection with any such activity, the Executive must inform such authority that the information the Executive is providing is confidential.

(C) OMAM shall not seek to hold the Executive criminally or civilly liable under any Federal or State trade secret law for the disclosure of a Trade Secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. In addition, OMAM shall not seek to hold the Executive criminally or civilly liable under any Federal or State trade secret law for the disclosure of a Trade Secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Finally, if the Executive files a lawsuit for retaliation for reporting a suspected violation of law, the Executive may disclose the Trade Secret to his attorney and use the trade secret information in the court proceeding so long as the Executive files any document containing the Trade Secret under seal and does not disclose the Trade Secret, except pursuant to court order.

(D) The Executive hereby assigns and transfers to the Company any and all rights, title and interest in and to all intellectual property existing now or in the future, including, without limitation, patent rights, copyrights, the right to prepare derivative works, trade secret rights, sui generis database rights, moral and artist rights, and all other intellectual and industrial property rights of any sort in the United States and throughout the world now or hereafter known relating to any and all research, information, client lists, and all other investment, technical and research data any and all inventions (whether or not patentable), works of authorship, designs, trademarks, tradenames, domain names, processes, business plans, financial models, methods, know-how, ideas and information made, conceived, developed or reduced to practice, in whole or in part, by the Executive or on the Executive’s behalf for the benefit of the Company (“Company Intellectual Property”). With regards to any rights, title or interest that cannot be assigned pursuant to the foregoing provision, the Executive agrees to assign and transfer without further consideration any and all such rights, title and interest to the Company and to take any and all such further actions as are appropriate or necessary to accomplish the foregoing

and hereby irrevocably appoints the Company to act as the Executive’s attorney for purposes of perfecting the Company’s interest in such Company Intellectual Property.

(E) The Executive hereby agrees that all times during the Term, and, if longer, for a period of sixty (60) days after the first day of the Notice Period (or, if the Executive terminates employment without notice or is terminated by the Company for Cause, for a period of sixty (60) days after the date of termination), the Executive shall not whether alone or jointly, or as a partner, manager, member, director, officer, employee, consultant, representative, agent or joint venturer of any other party, directly or indirectly join, finance, invest in, lend to, be employed by, consult for, or otherwise participate in, or be connected with, any business that competes with the Company anywhere the Company does business and/or render services.

(F) The Executive hereby agrees that all times during the Term, the Notice Period, and for a period of twelve (12) months after expiration of the later of the Notice Period or the Termination Date, the Executive shall not whether alone or jointly, or as a partner, manager, member, director, officer, employee, consultant, representative, agent or joint venturer of any other party, directly or indirectly:

Solicit, induce or in any manner attempt to solicit or induce any person employed by or acting as a director, officer or agent of, or consultant to the Company to leave such position and become employed or associated with any other entity or business; or

Employ or attempt to employ or negotiate or arrange the employment or engagement by any other person, of any person who to the Executive’s knowledge was within six months prior to the Notice Period, a director or senior employee of the Company who was personally known to the Executive; or

Solicit interfere with, disrupt or attempt to disrupt any relationship, contractual or otherwise, between the Company and any of its reasonably known respective clients, customers, partners or joint venturers.

6.2 The Executive agrees that the duration and geographic scope of the restrictive provisions set forth in Sections 6.1 herein are reasonable. In the event that any court determines that the duration or geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Executive agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The Executive also agrees that damages are an inadequate remedy for any breach of the restrictive provisions herein and that the Company shall, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of the non-competition provisions herein.

6.3 The Executive shall comply as is reasonable with (a) every applicable rule of law in the United States of which Executive knows or reasonably should have known and (b) the rules and regulations of the regulatory authorities of the United States insofar as the same are applicable to employment hereunder and of which Executive knows or reasonably should have known, and (c) every regulation of the Company and its Affiliates with respect to insider trading, of which the Executive is first notified in writing.

6.4 The Executive shall not during the Term, the Notice Period and at all times following the Termination Date:

(A) Divulge or communicate to any person or persons any Confidential Information (except to employees of, or to attorneys, accountants or other professionals engaged by, the Company with a need to know such information);

(B) Use any Confidential Information for the Executive’s own purposes or for any purposes other than those of the Company; or

(C) Through any failure to exercise all reasonable due care and diligence cause any unauthorized disclosure of any Confidential Information.

6.5 All notes, memoranda, records, lists of customers and suppliers and employees, correspondence, documents, computer and other discs and tapes, data listing, codes, designs and drawings and other documents and material whatsoever (whether made or created by the Executive or otherwise) belonging to the business of the Company (and any copies of the same) (a) shall be and remain the property of the Company, and (b) shall be delivered by the Executive to the Company from time to time on demand and in any event on the termination of this Agreement.

6.6 The Executive shall not at any time either during the Term, Notice Period, and all times following the Termination Date make any untrue, misleading or disparaging statement with respect to the Company (or any of its directors, officers, employees or agents). Nor shall the Executive attribute to himself the investment performance of any single investment or group of investments managed by the Company or claim responsibility for having sourced, recommended, or made any such investment or group of investments. The Company shall use its commercially reasonable best efforts to not make, and shall instruct its directors and executive officers to not make, any untrue, misleading or disparaging statements about the Executive at any time during the Term, Notice Period, and at all times following the Termination Date.

6.7 At no time after the Termination Date shall the Executive directly or indirectly represent himself as being interested in or employed by or in any way connected with the Company, other than as a former employee or officer of the Company. After the Termination Date, Executive shall not in the course of carrying on any trade or business claim, represent or otherwise indicate any present association with the Company for the purpose of carrying on or retaining any business, represent or otherwise indicate any past association with the Company, other than as a former employee or officer of the Company.

6.8 From and after the Termination Date, the Executive agrees to cooperate in the transition of his duties and in the business affairs of the Company as may be reasonably requested by the Company. From and after the Termination Date, the Executive shall cooperate reasonably with the Company in the defense or prosecution of any claims or actions then in existence or that may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against its officers, directors, agents and employees. The Executive’s cooperation in connection with such matters, actions, and claims shall include, without limitation, being available (at mutually agreeable times and locations, which agreement shall not be unreasonably withheld by the Executive, and without unreasonably interfering with his other professional obligations) to meet with the Company and its legal or other designated advisors, regarding any matters in which he has been involved; to prepare for any proceeding (including, without limitation, depositions, consultation, discovery, or trial); to provide truthful affidavits; to assist with any audit, inspection, proceeding, or other inquiry; and to act as a witness to provide truthful testimony in connection with any litigation or other legal proceeding affecting the Company. The Company shall reimburse the Executive’s reasonable expenses incurred under this Section 6.8.

6.9 The obligations of the Executive under this Section 6 shall survive termination of this Agreement to the extent provided in each sub-section. Further, the provisions of this Section 6 shall continue to apply with full force and effect should the Executive transfer to or otherwise become employed by any Company subsidiary or Affiliate, or be promoted or reassigned to positions other than that held by the Executive as of the Effective Date of this Agreement. The Company shall have the right to communicate the Executive’s ongoing obligations hereunder to any entity or individual with whom the Executive becomes employed by or otherwise engaged following termination of employment with OMAM.

7.1 This Agreement shall be deemed to have been made in the Commonwealth of Massachusetts, shall take effect as an instrument under seal, and the validity, interpretation and performance of this Agreement shall be governed by, and construed in accordance with, the internal law of Commonwealth of Massachusetts, without giving effect to conflict of law principles. Both parties also agree that any action, demand, claim or counterclaim relating to the Executive’s employment, any termination of employment and/or the terms and provisions of this Agreement or to its alleged breach by either party, shall be commenced in Massachusetts as set forth in Section 8 below. Both parties further acknowledge that venue shall exclusively lie in Massachusetts and that material witnesses and documents may be located in Massachusetts.

7.2 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes all oral or written employment, consulting, change of control or similar agreements between the Executive, on the one hand, and the Company, on the other hand, except as otherwise set forth herein. For the avoidance of doubt, this Agreement is not intended to supersede the Transition Severance Agreement except as provided in Section 5.1, and is not intended to supersede any

outstanding equity or incentive award agreements. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. This Agreement is binding upon and inures to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business, although the obligations of the Executive are personal and may be performed only by him.

7.3 All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by overnight carrier, registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the notice address most recently maintained on file with the Company’s Human Resource department

If to the Company: OMAM, Inc.

200 Clarendon Street, 53 ^rd Floor

Boston, Massachusetts 02116

Attn: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when delivered to the addressee.

7.4 The Company shall indemnify the Executive to the full extent permitted by applicable law and shall maintain reasonable insurance coverage (including but not limited to directors’ and officers’ liability insurance coverage) with respect to the Executive’s performance of his duties and responsibilities.

7.5 The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(A) Except as provided herein, any and all disputes that arise out of or relate to the terms of this Agreement shall be resolved through final and binding arbitration. SUCH ARBITRATION SHALL BE IN LIEU OF ANY TRIAL BEFORE A JUDGE AND/OR JURY, AND THE EXECUTIVE AND THE COMPANY EXPRESSLY WAIVE ALL RIGHTS TO HAVE SUCH DISPUTES RESOLVED VIA TRIAL BEFORE A JUDGE AND/OR JURY. Such disputes shall include, without limitation, claims for breach of contract or of the covenant of good faith and fair dealing, claims of discrimination, and claims under any federal, state or local law or regulation now in existence or hereinafter enacted and as amended from time to time concerning in any way

the Executive’s employment with the Company or its termination. The only claims not covered by this requirement to arbitrate disputes, which shall instead be resolved pursuant to applicable law in a court of competent jurisdiction based in Massachusetts, are: (i) claims for benefits under the unemployment insurance benefits; (ii) claims for workers’ compensation benefits under any of the Company’s workers’ compensation insurance policy or fund; (iii) claims under the National Labor Relations Act; (iv) claims brought by the Company for alleged violations of Section 6 of this Agreement; and (v) claims that may not be arbitrated as a matter of law.

(B) Arbitration will be conducted by and before JAMS in Boston, Massachusetts in accordance with the JAMS Employment Arbitration Rules and Procedures (the “JAMS Rules”). To the extent that anything in this arbitration section conflicts with any arbitration procedures required by applicable law, the arbitration procedures required by applicable law shall govern.

(C) During the course of arbitration, the Company will bear the cost of the arbitrator’s fee. The arbitrator will not have authority to award attorneys’ fees unless a statute or contract at issue in the dispute authorizes the award of attorneys’ fees to the prevailing party. In such case, the arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by the applicable statute or contract.

(D) The arbitrator shall issue a written award that sets forth the essential findings of fact and conclusions of law on which the award is based. The arbitrator shall have the authority to award any relief authorized by law in connection with the asserted claims or disputes. The arbitrator’s award shall be subject to correction, confirmation, or vacation, as provided by applicable law setting forth the standard of judicial review of arbitration awards. Judgment upon the arbitrator’s award may be entered in any court having jurisdiction thereof.

SECTION 409A COMPLIANCE

9.1 It is intended that compensation paid or delivered to the Executive pursuant to this Agreement is either paid in compliance with, or is exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder (“Section 409A”). If the Executive notifies the Company (with specificity as to the reason therefor) that he believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause him to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company independently makes such determination, the Company shall, after consultation with the Executive, to the extent legally permitted and to the extent it is possible to timely reform the provision to avoid taxation under Section 409A, reform such provision to attempt to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to both the Executive and the Company of the applicable provision without violating the

provisions of Section 409A but in any case Executive hereby agrees that all personal income taxes on his compensation under this Agreement and all penalties and interest with respect to such personal income taxes, if any, are his own responsibility. In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A, or any similar Treasury regulations or IRS rules or regulations that replace or supersede Treasury Regulation Section 1.409A after the Effective Date and that relate to the same or similar subject matter as Treasury Regulation Section 1.409A.

(i) Amounts Payable On Account of Termination: To the extent necessary to comply with Section 409A, for the purposes of determining when amounts subject to Section 409A that are payable upon Executive’s termination of employment under this Agreement will be paid, “termination of employment” or words of similar import, as used in this Agreement, shall be construed as the date that Executive first incurs a “separation from service” within the meaning of Section 409A.

(ii) Reimbursement: Any taxable reimbursement of business or other expenses as specified under this Agreement shall be subject to the following conditions: (A) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year; (B) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; (C) the right to reimbursement shall not be subject to liquidation or exchange for another benefit; and (D) in accordance with the policies, practices and procedures of the Company.

(iii) Specified Employees: If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment that is considered deferred compensation subject to Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service”, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, with interest thereon calculated at the long-term applicable federal rate (annual compounding) under Section 1274(d) of the Code in effect on the date of termination of employment, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iv) Interpretative Rules: In applying Section 409A to amounts paid pursuant to this Agreement, any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.

EXECUTIVE

/s/ Stephen H. Belgrad

STEPHEN H. BELGRAD

OMAM INC.

/s/ James J. Ritchie

By: James J. Ritchie

Its: Executive Chairman

/s/ Christopher Hadley

By: Christopher Hadley

Its: Executive Vice President, Chief Talent Officer



Contact:	Brett Perryman ir@omam.com (617) 369-7300

OMAM Reports Financial and Operating Results for the Fourth Quarter and Year Ended December 31, 2017

Company Appoints Stephen H. Belgrad as President and Chief Executive Officer

U.S. GAAP net loss of $(48.8) million ( $(0.45) per share) for the quarter, compared to net income of $25.3 million ( $0.21 per share) for the 2016 period, and net income of $4.2 million ( $0.04 per share) for the year compared to $126.4 million ( $1.05 per share) for full-year 2016

Economic net income of $48.7 million ( $0.44 per share) for the quarter, up 25.2% compared to the 2016 period, and $180.9 million ( $1.62 per share) for the year, up 24.7% compared to the 2016 period

AUM of $243.0 billion at December 31, 2017 (reflecting the removal of $32.4 billion of Heitman assets in Q3'17) up 1.1% from December 31, 2016

Net client cash flows ("NCCF") for the quarter of $(3.7) billion with an annualized revenue impact of $6.8 million ; full year NCCF of $(6.0) billion with an annualized revenue impact of $32.9 million

London - February 1, 2018 - OM Asset Management plc (NYSE: OMAM) today reports its results for the quarter and full year ended December 31, 2017 .

“OMAM had a strong finish to the year, posting year-over-year growth in ENI per share of 33% for the quarter and 34% for the year, while our U.S. GAAP earnings were impacted by tax reform in the U.S.” said James J. Ritchie, OMAM’s chairman and interim CEO. “Our Affiliates continue to build on their long-term track records of outperformance, with assets representing 65% , 72% and 83% of revenue finishing the year ahead of benchmarks on a one-, three- and five-year basis, respectively. Although the fourth quarter was challenging from an AUM flow perspective, with net flows of $(3.7) billion , an average fee rate of 57 basis points on gross sales compared to 32 basis points on redemptions drove a positive annualized revenue impact of $6.8 million , continuing a trend which led to an annualized revenue impact of $32.9 million on net flows of $(6.0) billion for the year. While we remained committed to investment spending through collaborative organic growth initiatives, prudent expense management and scale have generated meaningful operating leverage, as our ENI operating margin increased 261 bps , to 38% , in 2017.

“We are also pleased with our progress executing on our growth strategy in 2017. We saw meaningful inflows in multiple Affiliate products that were seeded as part of OMAM’s growth initiatives, including a large ACWI ex-US mandate sourced by our Global Distribution team. In addition, we benefited from our late-2016 acquisition of Landmark Partners, which diversified our business and meaningfully contributed to our earnings growth and margin expansion. We are committed to making additional, accretive investments in high quality boutique asset management firms, and are actively cultivating relationships with a wide range of entrepreneurial firms.

"Finally, we are very pleased to announce the appointment of Steve Belgrad as our President and Chief Executive Officer, effective March 2, 2018. OMAM’s Board of Directors considered a number of highly qualified candidates, and there was unanimous support for Steve. With Steve's appointment, following the completion of Old Mutual's sell-down in the fourth quarter, the Company has stability of ownership, governance, and management, and moves forward into 2018 focused on the continued execution of our growth strategy. In addition, I want to give my sincere thanks to John Rogers, who will be stepping down from the Board after successfully completing the CEO selection process as chair of the Nominating and Governance Committee. John will be replaced on the Board by Barbara Trebbi, a former portfolio manager and co-managing partner at Mercator Asset Management.”



Table 1: Key Performance Metrics (unaudited)
($ in millions, unless otherwise noted)	Three Months Ended December 31,								Twelve Months Ended December 31,
U.S. GAAP Basis	2017			2016			Increase (Decrease)		2017			2016			Increase (Decrease)
Revenue	$	249.2		$	186.6		33.5	%	$	887.4		$	663.5		33.7	%
Pre-tax income from continuing operations attributable to controlling interests	82.5			27.3			202.2	%	137.1			161.0			(14.8	)%
Net income (loss) attributable to controlling interests	(48.8		)	25.3			n/m		4.2			126.4			(96.7	)%
Diluted earnings per share $	$	(0.45	)	$	0.21		n/m		$	0.04		$	1.05		(96.2	)%
U.S. GAAP operating margin	11		%	16		%	(574) bps		8		%	23		%	(1545) bps

Economic Net Income Basis (Non-GAAP measure used by management) ⁽¹⁾
ENI revenue	$	252.3		$	189.8		32.9	%	$	900.7		$	678.5		32.7	%
Pre-tax economic net income	71.7			50.5			42.0	%	251.3			190.7			31.8	%
Economic net income	48.7			38.9			25.2	%	180.9			145.1			24.7	%
ENI diluted earnings per share, $	$	0.44		$	0.33		33.3	%	$	1.62		$	1.21		33.9	%
Adjusted EBITDA	79.4			57.5			38.1	%	281.9			208.5			35.2	%
ENI operating margin	39		%	36		%	303 bps		38		%	35		%	261 bps

Other Operational Information ⁽²⁾
Assets under management at period end ($ in billions)	$	243.0		$	240.4		1.1	%	$	243.0		$	240.4		1.1	%
Net client cash flows ($ in billions)	(3.7		)	1.5			n/m		(6.0		)	(1.6		)	n/m
Annualized revenue impact of net flows ($ in millions)	6.8			14.6			(53.4	)%	32.9			11.0			199.1	%
(1) Excludes restructuring charges associated with the CEO transition and the Heitman transaction amounting to $0.8 million for the three months ended December 31, 2017 and $6.3 million for the twelve months ended December 31, 2017, in each case net of taxes. As previously noted, the difference between U.S. GAAP results and ENI increased between 2016 and 2017, primarily as a result of the treatment of the Landmark transaction. Please see Table 7 for additional details.
(2) As previously disclosed, in August OMAM executed a non-binding term sheet to sell its stake in Heitman LLC to Heitman’s management in a transaction that closed on January 5, 2018. Operational information (including AUM and flow data) excludes Heitman for the third and fourth quarters of 2017 (Heitman remains in operational information for the first half of 2017). Actual U.S. GAAP and ENI financial results continue to include Heitman through November 30, 2017.
Please see "Definitions and Additional Notes." Please see Table 7 for a reconciliation of U.S. GAAP net income attributable to controlling interests to economic net income.

Assets Under Management and Flows

In August 2017, the Company agreed in principal to sell its stake in Heitman LLC to Heitman’s management. Pursuant to this term sheet, OMAM entered into a redemption agreement on November 17, 2017. Heitman continued to contribute to the Company’s financial results through November 30, 2017 and the transaction closed on January 5, 2018. The Company has broken the Heitman assets under management ("AUM") and flows out of its AUM reporting as of July 1, 2017, in order to give the reader a better perspective of the ongoing business following the closing of this transaction. Unless specifically noted, flow information in this release includes flows from Heitman for the first half of 2017, but excludes it thereafter, and AUM data at September 30, 2017 and December 31, 2017 excludes the Heitman AUM. For a summary of the Company’s AUM roll-forward, please see Table 2 below.

At December 31, 2017 , OMAM’s total AUM, reflecting the removal of $32.4 billion of Heitman AUM as of July 1, 2017, were $243.0 billion , up $7.1 billion , or 3.0% , compared to $235.9 billion at September 30, 2017 , and up $2.6 billion , or 1.1% , compared to $240.4 billion at December 31, 2016 . The increase in AUM during the three months ended December 31, 2017 reflects net market appreciation of $10.8 billion offset by net outflows of $(3.7) billion .

For the three months ended December 31, 2017 , OMAM’s net flows were $(3.7) billion compared to $0.5 billion for the three months ended September 30, 2017 and $1.5 billion for the three months ended December 31, 2016 . Hard asset disposals of $(0.1) billion , $(0.4) billion , and $(0.6) billion are reflected in the net flows for the three months ended December 31, 2017 , September 30, 2017 and December 31, 2016 , respectively. The net flows in the three months ended December 31, 2017 were impacted primarily by lumpy outflows in sub-advisory funds and the redemption of certain OM plc-related assets following the sale of Old Mutual's equity stake in the business. As of December 31, 2017, OM plc-related assets of $2.6 billion, with a weighted-average fee rate of 26 bps remain in the business. For the three months ended December 31, 2017 , the annualized revenue impact of the net flows was $6.8 million , with gross inflows of $7.4 billion during the period into higher fee asset classes yielding approximately 57 bps , versus gross outflows and hard asset disposals in the same period of $(11.1) billion out of asset classes yielding approximately 32 bps . This compares to annualized revenue impact of net flows of $12.2 million for the three months ended September 30, 2017 and $14.6 million for the three months ended December 31, 2016 (see "Definitions and Additional Notes").

For the twelve months ended December 31, 2017 , OMAM’s net flows were $(6.0) billion compared to $(1.6) billion for the twelve months ended December 31, 2016 . Net client cash flows before hard asset disposals were $(5.2) billion , compared to $2.3 billion in the prior year. For the twelve months ended December 31, 2017 , the annualized revenue impact of the net flows was $32.9 million compared to $11.0 million for the twelve months ended December 31, 2016 . Gross inflows of $31.0 billion in the twelve months ended December 31, 2017 yielded an average of approximately 51 bps compared to approximately 42 bps in the year-ago period while gross outflows and hard asset disposals of $(37.0) billion yielded approximately 34 bps in the twelve months ended December 31, 2017 compared to approximately 36 bps in the year-ago period.



Table 2: Assets Under Management Rollforward Summary

($ in billions, unless otherwise noted)	Three Months Ended,									Twelve Months Ended,
	December 31, 2017			September 30, 2017			December 31, 2016			December 31, 2017			December 31, 2016
	December 31, 2017			September 30, 2017			December 31, 2016			December 31, 2017			December 31, 2016
Beginning AUM	$	235.9		$	258.8		$	234.2		$	240.4		$	212.4
Acquisition (removal) of Affiliates*	—			(32.4		)	—			(32.4		)	8.8
Gross inflows	7.4			7.3			9.9			31.0			29.9
Gross outflows	(11.0		)	(6.4		)	(7.8		)	(36.2		)	(27.6		)
Net flows before hard asset disposals	(3.6		)	0.9			2.1			(5.2		)	2.3
Hard asset disposals	(0.1		)	(0.4		)	(0.6		)	(0.8		)	(3.9		)
Net flows	(3.7		)	0.5			1.5			(6.0		)	(1.6		)
Market appreciation	10.8			9.0			4.7			41.0			20.7
Other**	—			—			—			—			0.1
Ending AUM	$	243.0		$	235.9		$	240.4		$	243.0		$	240.4

Basis points: inflows	56.8			54.2			44.3			51.3			41.9
Basis points: outflows	31.7			40.2			34.8			34.1			36.3
Difference between inflows and outflows	25.1			14.0			9.5			17.2			5.6
Annualized revenue impact of net flows ($ in millions)	$	6.8		$	12.2		$	14.6		$	32.9		$	11.0
Derived average weighted NCCF ($ in billions)	1.7			3.2			4.0			8.5			3.0
* The Company has removed Heitman from its AUM and cash flow metrics as of the beginning of the third quarter, 2017. Heitman stopped contributing to the Company's financial results as of November 30, 2017, therefore Heitman's December 31, 2017 AUM is not reflected in the table above. Heitman's AUM at November 30, 2017 was $33.3 billion. For the twelve months ended December 31, 2016, $8.8 billion of acquisitions represents the investment in Landmark Partners.
** “Other” in 2016 reflects the standardization of AUM definitions across Affiliates and mandates and the revaluation of certain hard assets. These changes align the definition of AUM with management fees charged to clients.
Please see "Definitions and Additional Notes"

Balance Sheet and Capital Management

Condensed Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016 are provided in Table 3 below.

As of December 31, 2017 , the Company had $392.8 million of long-term bonds ($400.0 million face value, net of discount and fees), $0.0 million outstanding on its $350 million credit facility and $33.5 million drawn on a non-recourse seed capital financing facility (see below). Shareholders' equity (attributable to controlling interests) amounted to $75.4 million , which was negatively impacted in the fourth quarter by the Tax Cuts and Jobs Act (the "Tax Act"), which was signed into law on December 22, 2017. See below and "Financial Results - U.S. GAAP" for more details on the financial impact of the Tax Act.

As a result of the enactment of the Tax Act, which reduced the federal corporate tax rate from 35% to 21% effective January 2018, the Company revalued its deferred tax assets and related liabilities as required under U.S. GAAP. Based on currently available information, the Company has reduced its deferred tax assets as of the enactment date of December 22, 2017, resulting in a one-time tax charge of approximately $121 million recorded in the three and twelve months ended December 31, 2017. The reduction in value of the Company’s deferred tax assets is a non-cash charge required by U.S. GAAP and does not impact ENI. In addition, the Company recognized a one-time charge of $1.5 million in December 2017 related to the deemed repatriation of unremitted earnings of foreign subsidiaries. The reduction of the corporate tax rate and other provisions of the Tax Act resulted in a decrease to the Deferred Tax Asset Deed amounts owed by the Company to OM plc. As a result, a reduction of approximately $52 million was recorded to the Deferred Tax Asset Deed at December 31, 2017, however there remains a possibility for further reductions pending the continued evaluation of the Tax Act's impact on the value of the DTA Deed. The Company entered into the Deferred Tax Asset Deed with OM plc in October 2014 and amended the agreement in June 2016. Under the amended agreement, the Company agreed to make a payment of the net present value of its future tax benefits to OM plc valued as of December 31, 2016. This payment, originally valued at $142.6 million was to be made over three installments on each of June 30, 2017, December 31, 2017 and June 30, 2018. The initial payment of $45.5 million was paid on June 30, 2017; however as a result of the Tax Act, no additional payments have been made pending the continued evaluation of the impact of the Tax Act on the value of the Deferred Tax Asset Deed. The continuation of certain protections provided by OM plc related to the realized tax benefit resulting from the Company's use of deferred tax

assets remains unaffected. Additional information on the amended Deferred Tax Asset Deed can be found in the Company’s Current Report on Form 8-K, filed on June 14, 2016.

The impact of the Tax Act on the Company may differ materially from the estimates included herein and may be subject to further adjustments due to clarifications or guidance regarding the Tax Act and actions the Company may take in the future. As such, the Company will continue to evaluate the Tax Act to determine its impact on the Company and whether any further adjustments are warranted.

As of December 31, 2017, the Company’s ratio of third party borrowings to trailing twelve months Adjusted EBITDA was 1.4 x, below the Company’s debt to trailing twelve months Adjusted EBITDA target range of 1.75-2.25x. Of the Company's cash and cash equivalents of $186.3 million at December 31, 2017 , $114.6 million was held at Affiliates and $71.7 million was available at the Center. Following the closing of the sale of the Company's share of Heitman on January 5, 2018, the Company received $100 million in cash.

Increases in other liabilities at December 31, 2017 reflect revaluation of the fair value of acquisition-related consideration and pre-acquisition employee equity related to Landmark.

On July 17, 2017, the Company entered into a non-recourse seed capital facility collateralized entirely by its seed capital holdings and may borrow up to $65 million, so long as the borrowing does not represent more than 50% of the value of the eligible seed capital collateral. Since this facility is non-recourse to OMAM beyond the seed investments themselves, drawdowns under this facility are excluded from the Company’s third party debt levels for purposes of calculating the Company’s credit ratio covenants under its revolving credit facility. As of December 31, 2017 , the Company has total seed holdings of $101.9 million.



Table 3: Condensed Consolidated Balance Sheets

($ in millions)	December 31, 2017			December 31, 2016
Assets
Cash and cash equivalents	$	186.3		$	101.9
Investment advisory fees receivable	208.3			163.7
Investments ⁽¹⁾	244.4			233.3
Other assets	698.8			759.1
Assets of consolidated Funds ⁽²⁾	153.9			36.3
Total assets	$	1,491.7		$	1,294.3

Liabilities and equity
Accounts payable and accrued expenses	$	241.0		$	178.1
Due to OM plc	59.1			156.3
Non-recourse borrowings	33.5			—
Third party borrowings	392.8			392.3
Other liabilities	583.5			391.3
Liabilities of consolidated Funds ⁽²⁾	10.5			5.8
Total liabilities	$	1,320.4		$	1,123.8

Shareholders’ equity	75.4			164.0
Non-controlling interests, including NCI of consolidated Funds ⁽²⁾	95.9			6.5
Total equity	171.3			170.5
Total liabilities and equity	$	1,491.7		$	1,294.3

Third party borrowings / trailing twelve months Adjusted EBITDA ⁽³⁾	1.4		x	1.9		x
(1) Includes investment in Heitman of $53.8 million and $53.6 million at December 31, 2017 and December 31, 2016, respectively.
(2) Consolidated Funds represent certain seed investments and investments purchased from Old Mutual plc.
(3) Excludes non-recourse borrowings.
Please see “Definitions and Additional Notes”

Investment Performance

Table 4 below presents a summary of the Company’s investment performance as of December 31, 2017 , September 30, 2017 , and December 31, 2016 . Performance is shown on a revenue-weighted basis, an equal-weighted basis and an asset-weighted basis. Please see “Definitions and Additional Notes” for further information on the calculation of performance.



Table 4: Investment Performance

(% outperformance vs. benchmark)	Revenue-Weighted
	December 31, 2017	September 30, 2017	December 31, 2016
1-Year	65%	69%	49%
3-Year	72%	67%	55%
5-Year	83%	81%	73%

	Equal-Weighted
	December 31, 2017	September 30, 2017	December 31, 2016
1-Year	59%	62%	53%
3-Year	69%	69%	65%
5-Year	82%	77%	76%

	Asset-Weighted
	December 31, 2017	September 30, 2017	December 31, 2016
1-Year	61%	64%	42%
3-Year	71%	62%	45%
5-Year	74%	73%	61%
Please see “Definitions and Additional Notes”

As of December 31, 2017 , assets representing 65% , 72% and 83% of revenue were outperforming benchmarks on a 1-, 3- and 5- year basis, respectively, compared to 69% , 67% and 81% at September 30, 2017 ; and 49% , 55% and 73% at December 31, 2016 . Favorable active management results in 2017 continued to help boost performance significantly compared to the previous year period. The one-year results declined from the previous quarter due to several international strategies rolling off strong performance; however, the three-year period increased due to the strong returns of a domestic large cap value strategy, and the five-year period benefited from a managed volatility strategy rolling off negative returns.

Financial Results: U.S. GAAP

Table 5 below presents the Company’s U.S. GAAP Statement of Operations. The Company's U.S. GAAP results for the three and twelve months ended December 31, 2017 have been negatively impacted by the Tax Act, as the Company had to write down the value of its deferred tax assets, which resulted in additional income tax expense. This write-down is somewhat offset by a reduction in amounts owed to OM plc under the Deferred Tax Asset Deed which resulted in increased income from continuing operations before taxes. The Company's net income tax expense was $131.3 million for the three months, and $132.8 million for the twelve months, ended December 31, 2017 .

For the three months ended December 31, 2017 and 2016 , diluted earnings (loss) per share were $(0.45) and $0.21 , respectively and net income (loss) attributable to controlling interests was $(48.8) million and $25.3 million , respectively, a decrease of $(74.1) million . U.S. GAAP revenue increased $62.6 million , or 33.5% , from $186.6 million for the three months ended December 31, 2016 , to $249.2 million for the three months ended December 31, 2017 , primarily reflecting higher bps on higher levels of average assets under management driven by rising markets and sales of alternative products. Operating expenses increased $66.7 million , or 42.7% , from $156.2 million for the three months ended December 31, 2016 , to $222.9 million for the three months ended December 31, 2017 , primarily due to increases in variable compensation, the revaluation of Affiliate equity and profits interests and higher Affiliate key employee distributions. As it relates to the Landmark transaction, under U.S. GAAP the fair value of both the contingent consideration and the portion of equity not acquired by the Company is recorded as compensation expense over the applicable term because service requirements exist for holders of these units. These units are also revalued each quarter, with any change recorded in that period as an adjustment to compensation expense.

For the twelve months ended December 31, 2017 and 2016 , diluted earnings per share were $0.04 and $1.05 , respectively, a decrease of (96.2)% , and net income attributable to controlling interests was $4.2 million and $126.4 million , respectively, a

decrease of $(122.2) million , or (96.7)% . U.S. GAAP revenue increased $223.9 million , or 33.7% , from $663.5 million for the twelve months ended December 31, 2016 , to $887.4 million for the twelve months ended December 31, 2017 , primarily as a result of increases in management fees as a result of market appreciation and shifts into higher fee rate products, the Landmark acquisition and higher performance fees. Operating expenses increase d $308.5 million , or 60.7% , from $507.9 million for the twelve months ended December 31, 2016 , to $816.4 million for the twelve months ended December 31, 2017 , primarily as a result of higher compensation (see Table 6). The increase in compensation and benefits is predominantly due to increases in variable compensation, the revaluation of Affiliate equity and profit interests, and amortization of acquisition-related consideration and pre-acquisition employee equity associated with the Landmark acquisition. The effective tax rate increased to 96.8% for the twelve months ended December 31, 2017 from 25.3% for the twelve months ended December 31, 2016 due to the write-down of the value of the Company's deferred tax asset following passage of the Tax Act.



Table 5: U.S. GAAP Statement of Operations

($ in millions)	Three Months Ended December 31,								Twelve Months Ended December 31,
	2017			2016			Increase (decrease)		2017			2016			Increase (decrease)
Management fees	$	233.9		$	181.4		28.9	%	$	858.0		$	659.9		30.0	%
Performance fees	14.4			4.5			220.0	%	26.5			2.6			919.2	%
Other revenue	0.6			0.6			—	%	1.2			0.9			33.3	%
Consolidated Funds’ revenue	0.3			0.1			200.0	%	1.7			0.1			n/m
Total revenue	249.2			186.6			33.5	%	887.4			663.5			33.7	%
Compensation and benefits (see Table 6)	184.4			125.3			47.2	%	682.8			397.4			71.8	%
General and administrative	32.0			26.6			20.3	%	112.9			98.3			14.9	%
Amortization of acquired intangibles	1.7			1.6			6.3	%	6.6			2.6			153.8	%
Depreciation and amortization	3.2			2.5			28.0	%	11.7			9.4			24.5	%
Consolidated Funds’ expense	1.6			0.2			n/m		2.4			0.2			n/m
Total operating expenses	222.9			156.2			42.7	%	816.4			507.9			60.7	%
Operating income	26.3			30.4			(13.5	)%	71.0			155.6			(54.4	)%
Investment income	6.9			3.6			91.7	%	27.4			17.2			59.3	%
Interest income	0.3			0.1			200.0	%	0.8			0.4			100.0	%
Interest expense	(6.3		)	(5.9		)	6.8	%	(24.5		)	(11.3		)	116.8	%
Revaluation of DTA deed	51.8			—			n/m		51.8			—			n/m
Net consolidated Funds’ investment gains (losses)	5.6			(1.1		)	n/m		15.5			(1.1		)	n/m
Income from continuing operations before taxes	84.6			27.1			212.2	%	142.0			160.8			(11.7	)%
Income tax expense	131.3			7.0			n/m		132.8			40.8			225.5	%
Income (loss) from continuing operations	(46.7		)	20.1			n/m		9.2			120.0			(92.3	)%
Gain (loss) on disposal of discontinued operations, net of tax	—			5.0			(100.0	)%	(0.1		)	6.2			n/m
Net income (loss)	(46.7		)	25.1			n/m		9.1			126.2			(92.8	)%
Net income (loss) attributable to non-controlling interests	2.1			(0.2		)	n/m		4.9			(0.2		)	n/m
Net income (loss) attributable to controlling interests	$	(48.8	)	$	25.3		n/m		$	4.2		$	126.4		(96.7	)%
Earnings per share, basic $	$	(0.45	)	$	0.21		n/m		$	0.04		$	1.05		(96.2	)%
Earnings per share, diluted $	(0.45		)	0.21			n/m		0.04			1.05			(96.2	)%
Basic shares outstanding (in millions)	109.0			118.2					110.7			119.2
Diluted shares outstanding (in millions) ⁽¹⁾	109.0			118.8					111.4			119.5

U.S. GAAP operating margin	11		%	16		%	(574) bps		8		%	23		%	(1545) bps
Pre-tax income from continuing operations attributable to controlling interests	82.5			27.3			202.2	%	137.1			161.0			(14.8	)%
Net income from continuing operations attributable to controlling interests	(48.8		)	20.3			n/m		4.3			120.2			(96.4	)%
(1) During periods of net loss diluted shares are the same as basic shares.
Please see "Definitions and Additional Notes"



Table 6: Components of U.S. GAAP Compensation Expense

($ in millions)	Three Months Ended December 31,						Twelve Months Ended December 31,
	2017		2016		Increase (Decrease)		2017		2016			Increase (Decrease)
Fixed compensation and benefits ⁽¹⁾	$	45.8	$	40.7	12.5	%	$	172.9	$	146.4		18.1	%
Sales-based compensation	5.1		3.7		37.8	%	18.6		17.2			8.1	%
Variable compensation ⁽²⁾	69.6		48.6		43.2	%	252.2		172.7			46.0	%
Affiliate key employee distributions	21.8		12.9		69.0	%	73.1		41.7			75.3	%
Non-cash key employee-owned equity revaluations	24.4		1.7		n/m		95.4		(7.1		)	n/m
Acquisition-related consideration and pre-acquisition employee equity ⁽³⁾	17.7		17.7		—	%	70.6		26.5			166.4	%
Total U.S. GAAP compensation expense	$	184.4	$	125.3	47.2	%	$	682.8	$	397.4		71.8	%
(1) For the twelve months ended December 31, 2017, $172.4 million of fixed compensation and benefits (of the $172.9 million above) is included within economic net income, which excludes the compensation and benefits associated with the CEO transition costs.
(2) For the twelve months ended December 31, 2017, $243.4 million of variable compensation expense (of the $252.2 million above) is included within economic net income, which excludes the variable compensation associated with the CEO transition costs.
(3) Reflects amortization of contingent consideration and equity owned by employees, both with a service requirement, associated with the Landmark acquisition; revaluation of the Landmark interests is included in “Non-cash key employee-owned equity revaluations” above.
Please see “Definitions and Additional Notes”

Financial Results: Non-GAAP Economic Net Income

For the three months ended December 31, 2017 and 2016 , diluted economic net income per share was $0.44 and $0.33 , respectively, an increase of 33.3% . For the three months ended December 31, 2017 and 2016 , economic net income was $48.7 million and $38.9 million , respectively, an increase of $9.8 million , or 25.2% .

Table 7 reconciles U.S. GAAP to economic net income for the three and twelve months ended December 31, 2017 and 2016 . As was expected, the difference between U.S. GAAP net income attributable to controlling interests and economic net income increased between 2016 and 2017. This change was primarily related to the accounting treatment of the service component of the contingent consideration and employee equity in the Landmark transaction, as well as the level of non-cash key employee-owned equity revaluations, as the Affiliates grew their income and the corresponding value of employee equity.



Table 10: Key ENI operating metrics

($ in millions)	Three Months Ended December 31,								Twelve Months Ended December 31,
	2017			2016			Increase (Decrease)		2017			2016			Increase (Decrease)
Numerator: ENI operating earnings ⁽¹⁾	$	97.9		$	67.9		44.2	%	$	343.2		$	240.8		42.5	%
Denominator: ENI revenue	$	252.3		$	189.8		32.9	%	$	900.7		$	678.5		32.7	%
ENI operating margin	38.8		%	35.8		%	303 bps		38.1		%	35.5		%	261 bps

Numerator: ENI operating expense	$	84.8		$	73.3		15.7	%	$	314.1		$	265.0		18.5	%
Denominator: ENI management fee revenue	$	233.9		$	181.4		28.9	%	$	858.0		$	659.9		30.0	%
ENI operating expense ratio	36.3		%	40.4		%	(415) bps		36.6		%	40.2		%	(355) bps

Numerator: ENI variable compensation	$	69.6		$	48.6		43.2	%	$	243.4		$	172.7		40.9	%
Denominator: ENI earnings before variable compensation ⁽²⁾	$	167.5		$	116.5		43.8	%	$	586.6		$	413.5		41.9	%
ENI variable compensation ratio	41.6		%	41.7		%	(16) bps		41.5		%	41.8		%	(27) bps

Numerator: ENI Affiliate key employee distributions	$	21.8		$	12.9		69.0	%	$	73.1		$	41.7		75.3	%
Denominator: ENI operating earnings ⁽¹⁾	$	97.9		$	67.9		44.2	%	$	343.2		$	240.8		42.5	%
ENI Affiliate key employee distributions ratio	22.3		%	19.0		%	327 bps		21.3		%	17.3		%	398 bps

Numerator: Tax on economic net income	$	23.0		$	11.6		98.3	%	$	70.4		$	45.6		54.4	%
Denominator: Pre-tax economic net income	$	71.7		$	50.5		42.0	%	$	251.3		$	190.7		31.8	%
Economic net income effective tax rate	32.1		%	23.0		%	911 bps		28.0		%	23.9		%	410 bps
(1) ENI operating earnings represents ENI earnings before Affiliate key employee distributions and is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation.
(2) ENI earnings before variable compensation is calculated as ENI revenue, less ENI operating expense.
Please see “Definitions and Additional Notes”
Please refer to the Company’s Annual Report on Form 10-K for comparable U.S. GAAP metrics.



Table 12: Management Fee Revenue and Average Fee Rates on Assets Under Management

($ in millions, except AUM data in billions)	Three Months Ended									Twelve Months Ended
($ in millions, except AUM data in billions)	December 31, 2017			September 30, 2017			December 31, 2016			December 31, 2017			December 31, 2016
	Revenue		Basis Pts	Revenue		Basis Pts	Revenue		Basis Pts	Revenue		Basis Pts	Revenue		Basis Pts
U.S. equity	$	48.0	24	$	47.2	24	$	48.0	25	$	192.9	24	$	187.7	25
Global / non-U.S. equity	126.3		41	121.5		41	97.1		41	465.6		41	374.1		42
Fixed income	7.0		21	6.9		21	7.2		20	27.8		21	29.1		21
Alternatives	52.6		98	46.1		93	29.1		72	171.7		89	69.0		67
Management fee revenue	$	233.9	39.2	$	221.7	38.4	$	181.4	35.6	$	858.0	38.2	$	659.9	34.6
Average AUM excluding equity- accounted Affiliates	$	236.8		$	229.1		$	202.8		$	224.8		$	190.8
Average AUM including equity-accounted Affiliates and weighted average fee rate ⁽¹⁾	$	238.9	39.3	$	231.0	38.6	$	235.2	36.1	$	241.3	38.2	$	223.1	35.4
(1) Excludes Heitman as of the beginning of the third quarter, 2017.
Amounts shown exclude equity-accounted Affiliates unless otherwise noted.
Please see "Definitions and Additional Notes"



Table 13: Assets Under Management by Strategy

($ in billions)	December 31, 2017		September 30, 2017		December 31, 2016
U.S. equity, small/smid cap value	$	7.6	$	7.6	$	7.9
U.S. equity, mid cap value	13.0		12.7		11.3
U.S. equity, large cap value	57.8		57.0		59.2
U.S. equity, core/blend	2.8		3.2		3.6
Total U.S. equity	81.2		80.5		82.0
Global equity	40.3		38.7		32.3
International equity	55.5		54.6		42.5
Emerging markets equity	30.4		28.0		21.6
Total global/non-U.S. equity	126.2		121.3		96.4
Fixed income	13.5		13.4		13.9
Alternatives ⁽¹⁾	22.1		20.7		48.1
Total assets under management	$	243.0	$	235.9	$	240.4
(1) Reported AUM as of September 30, 2017 and December 31, 2017 which removes Heitman. Heitman stopped contributing to the Company's financial results as of November 30, 2017, therefore Heitman's December 31, 2017 AUM is not reflected in the table above. Heitman's AUM at November 30, 2017 was $33.3 billion.
Please see "Definitions and Additional Notes"



Table 17: AUM NCCF, Annualized Revenue Impact of NCCF, Fee Rates and Derived Average Weighted NCCF

				AUM NCCF ($ billions)		Annualized Revenue Impact of NCCF ($ millions)		Weighted Average Fee Rate on Total Average AUM (bps)	Derived Average Weighted NCCF ($ billions)
	2015	Q1		(0.2	)	11.3		34.0	3.3
		Q2		0.8		13.5		34.3	3.9
		Q3		(2.5	)	0.7		34.5	0.2
		Q4		(3.2	)	(6.6	)	34.7	(1.9	)
	2016	Q1		2.4		7.3		34.7	2.1
		Q2		(2.9	)	(3.4	)	35.0	(1	)
		Q3		(2.6	)	(7.5	)	35.7	(2.1	)
		Q4		1.5		14.6		36.1	4.0
	2017	Q1		(2.5	)	0.8		37.7	0.2
		Q2		(0.3	)	13.1		38.1	3.4
		Q3	⁽¹⁾	0.5		12.2		38.6	3.2
		Q4	⁽¹⁾	(3.7	)	6.8		39.3	1.7
(1) Reflects removal of Heitman.
Please see "Definitions and Additional Notes"



Table 18: Reconciliation of per-share U.S. GAAP Net Income to Economic Net Income

($ in millions)		Three Months Ended December 31,						Twelve Months Ended December 31,
		2017			2016			2017			2016
U.S. GAAP net income per share		$	(0.45	)	$	0.21		$	0.04		$	1.05
Adjustments to reflect the economic earnings of the Company:
i.	Non-cash key employee-owned equity and profit interest revaluations	0.22			0.01			0.86			(0.06		)
ii.	Amortization of acquired intangible assets, acquisition-related consideration and pre-acquisition employee equity	0.18			0.17			0.69			0.25
iii.	Capital transaction costs	—			—			—			0.05
iv.	Seed/Co-investment (gains) losses and financing	(0.04		)	0.02			(0.16		)	0.01
v.	Tax benefit of goodwill and acquired intangibles deductions	0.02			0.02			0.08			0.04
vi.	Discontinued operations and restructuring	0.01			(0.04		)	0.10			(0.05		)
vii.	ENI tax normalization	0.65			0.02			0.61			0.02
Tax effect of above adjustments, as applicable		(0.15		)	(0.08		)	(0.60		)	(0.10		)
Economic net income per share		$	0.44		$	0.33		$	1.62		$	1.21
U.S. GAAP diluted shares outstanding ⁽¹⁾		109.0			118.8			111.4			119.5
ENI diluted shares outstanding ⁽²⁾		109.9			118.8			111.4			119.5
(1) During periods of net loss diluted shares are the same as basic shares.
(2) In calculating economic net income diluted shares outstanding in periods with a U.S. GAAP net loss, we included the weighted-average of participating ordinary shares, consisting of restricted stock units.
Please see “Definitions and Additional Notes”


(ii)	References to Sections are, unless otherwise stated, to sections of this Agreement; and


(iii)	Headings to Sections are for convenience only and shall not affect the construction or interpretation of this Agreement.



Table 7: Reconciliation of U.S. GAAP Net Income to Economic Net Income

($ in millions)		Three Months Ended December 31,						Twelve Months Ended December 31,
		2017			2016			2017			2016
U.S. GAAP net income attributable to controlling interests		$	(48.8	)	$	25.3		$	4.2		$	126.4
Adjustments to reflect the economic earnings of the Company:
i.	Non-cash key employee-owned equity and profit interest revaluations	24.4			1.7			95.4			(7.1		)
ii.	Amortization of acquired intangible assets, acquisition-related consideration and pre-acquisition employee equity	19.4			19.3			77.2			29.1
iii.	Capital transaction costs	—			0.3			—			6.4
iv.	Seed/Co-investment (gains) losses and financings ⁽¹⁾	(3.9		)	1.9			(17.3		)	1.4
v.	Tax benefit of goodwill and acquired intangibles deductions	2.0			2.0			8.7			5.0
vi.	Discontinued operations and restructuring ⁽²⁾	1.3			(5.0		)	11.0			(6.2		)
vii.	ENI tax normalization ⁽³⁾	70.9			2.8			68.6			2.1
Tax effect of above adjustments, as applicable ⁽⁴⁾		(16.6		)	(9.4		)	(66.9		)	(12.0		)
Economic net income		$	48.7		$	38.9		$	180.9		$	145.1
(1) See Table 21 for the components of seed capital and co-investment gains and losses, and financing costs.
(2) Included in restructuring in the three months ended December 31, 2017 is $1.0 million related to the Heitman transaction and $0.3 million for CEO recruiting costs. Included in restructuring for the twelve months ended December 31, 2017 is $1.0 million related to the Heitman transaction and $9.8 million related to CEO transition costs, comprised of $0.5 million of fixed compensation and benefits, $8.8 million of variable compensation and $0.5 million of recruiting costs.
(3) Includes $51.8 million in the three and twelve months ended December 31, 2017 related to the revaluation of the deferred tax asset deed with OM plc, offset by the $122.7 million impact of the Tax Act.
(4) Reflects the sum of lines i., ii., iii. and iv. and the restructuring part of vi. multiplied by the 40.2% U.S. statutory tax rate (including state tax).
See Table 18 for a per-share presentation of the above reconciliation
Please see the definition of Economic Net Income within “Definitions and Additional Notes”



Table 8: Components of ENI revenue

($ in millions)	Three Months Ended December 31,						Twelve Months Ended December 31,
	2017		2016		Increase (Decrease)		2017		2016		Increase (Decrease)
Management fees	$	233.9	$	181.4	28.9	%	$	858.0	$	659.9	30.0	%
Performance fees	14.4		4.5		220.0	%	26.5		2.6		919.2	%
Other income, including equity-accounted Affiliates ⁽¹⁾	4.0		3.9		2.6	%	16.2		16.0		1.3	%
ENI revenue	$	252.3	$	189.8	32.9	%	$	900.7	$	678.5	32.7	%
See Table 19 for a reconciliation from U.S. GAAP revenue to ENI revenue
(1) Heitman represents $2.7 million and $2.7 million for the three months ended December 31, 2017 and 2016, respectively, and $12.0 million and $12.6 million for the twelve months ended December 31, 2017 and 2016, respectively.
Please see “Definitions and Additional Notes”



Table 9: Components of ENI operating expense

($ in millions)	Three Months Ended December 31,						Twelve Months Ended December 31,
	2017		2016		Increase (Decrease)		2017		2016		Increase (Decrease)
Fixed compensation & benefits	$	45.8	$	40.7	12.5	%	$	172.4	$	146.4	17.8	%
General and administrative expenses	35.7		30.1		18.6	%	129.9		109.2		19.0	%
Depreciation and amortization	3.3		2.5		32.0	%	11.8		9.4		25.5	%
ENI operating expense	$	84.8	$	73.3	15.7	%	$	314.1	$	265.0	18.5	%
See Table 20 for a reconciliation from U.S. GAAP operating expense to ENI operating expense
Please see “Definitions and Additional Notes”



Table 11: Assets Under Management Rollforward by Asset Class

($ in billions, unless otherwise noted)	Three Months Ended									Twelve Months Ended
	December 31, 2017			September 30, 2017			December 31, 2016			December 31, 2017			December 31, 2016
U.S. equity
Beginning balance	$	80.5		$	81.3		$	78.5		$	82.0		$	76.9
Gross inflows	1.5			0.9			2.5			4.9			7.9
Gross outflows	(4.9		)	(3.3		)	(4.2		)	(16.4		)	(14.3		)
Net flows	(3.4		)	(2.4		)	(1.7		)	(11.5		)	(6.4		)
Market appreciation	4.1			1.6			5.2			10.7			11.0
Other	—			—			—			—			0.5
Ending balance	$	81.2		$	80.5		$	82.0		$	81.2		$	82.0
Average AUM	$	80.5		$	80.3		$	79.4		$	81.1		$	78.3
Average AUM of consolidated Affiliates	$	78.4		$	78.4		$	77.6		$	79.1		$	76.5

Global / non-U.S. equity
Beginning balance	$	121.3		$	112.9		$	95.5		$	96.4		$	84.8
Gross inflows	3.8			4.1			3.9			17.0			14.1
Gross outflows	(5.5		)	(2.8		)	(2.7		)	(16.0		)	(9.6		)
Net flows	(1.7		)	1.3			1.2			1.0			4.5
Market appreciation (depreciation)	6.6			7.1			(0.3		)	28.8			6.7
Other	—			—			—			—			0.4
Ending balance	$	126.2		$	121.3		$	96.4		$	126.2		$	96.4
Average AUM ⁽¹⁾	$	123.7		$	117.8		$	95.1		$	113.1		$	90.0

Fixed income
Beginning balance	$	13.4		$	13.2		$	14.4		$	13.9		$	13.8
Gross inflows	0.3			0.3			0.3			1.4			1.2
Gross outflows	(0.4		)	(0.2		)	(0.3		)	(2.7		)	(2.1		)
Net flows	(0.1		)	0.1			—			(1.3		)	(0.9		)
Market appreciation (depreciation)	0.2			0.1			(0.5		)	0.9			1.0
Ending balance	$	13.5		$	13.4		$	13.9		$	13.5		$	13.9
Average AUM ⁽¹⁾	$	13.4		$	13.3		$	14.0		$	13.4		$	14.1

Alternatives ⁽²⁾
Beginning balance	$	20.7		$	51.4		$	45.8		$	48.1		$	36.9
Acquisition (removal) of Affiliates	—			(32.4		)	—			(32.4		)	8.8
Gross inflows	1.8			2.0			3.2			7.7			6.7
Gross outflows	(0.2		)	(0.1		)	(0.6		)	(1.1		)	(1.6		)
Hard asset disposals	(0.1		)	(0.4		)	(0.6		)	(0.8		)	(3.9		)
Net flows	1.5			1.5			2.0			5.8			1.2
Market appreciation (depreciation)	(0.1		)	0.2			0.3			0.6			2.0
Other	—			—			—			—			(0.8		)
Ending balance	$	22.1		$	20.7		$	48.1		$	22.1		$	48.1
Average AUM	$	21.3		$	19.6		$	46.7		$	33.7		$	40.7
Average AUM of consolidated Affiliates	$	21.3		$	19.6		$	16.1		$	19.2		$	10.2

Total ⁽²⁾
Beginning balance	$	235.9		$	258.8		$	234.2		$	240.4		$	212.4
Acquisition (removal) of Affiliates	—			(32.4		)	—			(32.4		)	8.8
Gross inflows	7.4			7.3			9.9			31.0			29.9
Gross outflows	(11.0		)	(6.4		)	(7.8		)	(36.2		)	(27.6		)
Hard asset disposals	(0.1		)	(0.4		)	(0.6		)	(0.8		)	(3.9		)
Net flows	(3.7		)	0.5			1.5			(6.0		)	(1.6		)
Market appreciation	10.8			9.0			4.7			41.0			20.7
Other	—			—			—			—			0.1
Ending balance	$	243.0		$	235.9		$	240.4		$	243.0		$	240.4
Average AUM	$	238.9		$	231.0		$	235.2		$	241.3		$	223.1
Average AUM of consolidated Affiliates	$	236.8		$	229.1		$	202.8		$	224.8		$	190.8

Basis points: inflows ⁽²⁾	56.8			54.2			44.3			51.3			41.9
Basis points: outflows ⁽²⁾	31.7			40.2			34.8			34.1			36.3
Annualized revenue impact of net flows (in millions)	$	6.8		$	12.2		$	14.6		$	32.9		$	11.0
Derived average weighted NCCF	1.7			3.2			4.0			8.5			3.0
(1) Average AUM equals average AUM of consolidated Affiliates.
(2) Reflects removal of Heitman in Q3’17.
Please see "Definitions and Additional Notes"



Table 14: Assets Under Management by Affiliate

($ in billions)	December 31, 2017		September 30, 2017		December 31, 2016
Acadian Asset Management	$	97.7	$	92.8	$	75.0
Barrow, Hanley, Mewhinney & Strauss	91.7		92.4		92.3
Campbell Global	5.3		5.2		5.2
Copper Rock Capital Partners	6.4		6.0		5.1
Investment Counselors of Maryland ⁽¹⁾	2.1		2.0		2.0
Landmark Partners	14.8		13.4		9.7
Thompson, Siegel & Walmsley	25.0		24.1		19.9
Total assets under management excluding Heitman ⁽²⁾	243.0		235.9		209.2
Heitman ⁽¹⁾	—		32.3		31.2
Total assets under management	$	243.0	$	268.2	$	240.4
(1) Equity-accounted Affiliates. The Company has removed Heitman from its AUM and cash flow metrics as of the beginning of the third quarter, 2017.
(2) Reported AUM as of September 30, 2017 and December 31, 2017 which removes Heitman. Heitman stopped contributing to the Company's financial results as of November 30, 2017, therefore Heitman's December 31, 2017 AUM is not reflected in the table above. Heitman's AUM at November 30, 2017 was $33.3 billion.
Please see “Definitions and Additional Notes”



Table 15: Assets Under Management by Client Type

($ in billions)	December 31, 2017				September 30, 2017				December 31, 2016
	AUM		% of total		AUM		% of total		AUM		% of total
Sub-advisory	$	80.1	33.0	%	$	79.4	33.7	%	$	75.9	31.6	%
Corporate / Union	45.1		18.5	%	44.0		18.7	%	48.2		20.0	%
Public / Government	70.2		28.9	%	66.9		28.4	%	78.8		32.8	%
Endowment / Foundation	4.9		2.0	%	4.8		2.0	%	4.8		2.0	%
Old Mutual Group	2.6		1.1	%	3.6		1.5	%	3.5		1.5	%
Commingled Trust/UCITS	29.1		12.0	%	26.4		11.2	%	18.8		7.8	%
Mutual Fund	2.0		0.8	%	2.0		0.8	%	1.8		0.7	%
Other	9.0		3.7	%	8.8		3.7	%	8.6		3.6	%
Total assets under management	$	243.0			$	235.9			$	240.4
Please see "Definitions and Additional Notes"



Table 16: AUM by Client Location

($ in billions)	December 31, 2017				September 30, 2017				December 31, 2016
	AUM		% of total		AUM		% of total		AUM		% of total
U.S.	$	190.1	78.2	%	$	185.7	78.7	%	$	191.6	79.7	%
Europe	19.5		8.0	%	18.7		7.9	%	16.8		7.0	%
Asia	10.4		4.3	%	9.9		4.2	%	12.5		5.2	%
Middle East	0.2		0.1	%	0.2		0.1	%	0.1		—	%
Australia	8.8		3.6	%	8.2		3.5	%	7.8		3.3	%
Other	14.0		5.8	%	13.2		5.6	%	11.6		4.8	%
Total assets under management	$	243.0			$	235.9			$	240.4
Please see "Definitions and Additional Notes"



Table 19: Reconciliation of U.S. GAAP revenue to ENI revenue

($ in millions)	Three Months Ended December 31,						Twelve Months Ended December 31,
	2017			2016			2017			2016
U.S. GAAP revenue	$	249.2		$	186.6		$	887.4		$	663.5
Include investment return on equity-accounted Affiliates ⁽¹⁾	3.3			3.3			14.5			15.1
Exclude revenue from consolidated Funds	(0.3		)	(0.1		)	(1.7		)	(0.1		)
Other	0.1			—			0.5			—
ENI revenue	$	252.3		$	189.8		$	900.7		$	678.5
(1) Includes $2.7 million and $12.0 million related to Heitman for the three and twelve months ended December 31, 2017, respectively, and $2.7 million and $12.6 million for the three and twelve months ended December 31, 2016, respectively.
Please see “Definitions and Additional Notes”


1.	DEFINITIONS.


2.	EMPLOYMENT.


3.	PLACE OF WORK.


7.	GENERAL



Table 20: Reconciliation of U.S. GAAP operating expense to ENI operating expense

($ in millions)	Three Months Ended December 31,						Twelve Months Ended December 31,
	2017			2016			2017			2016
U.S. GAAP operating expense	$	222.9		$	156.2		$	816.4		$	507.9
Less: items excluded from ENI
Acquisition-related consideration and pre-acquisition employee equity ⁽¹⁾	(17.7		)	(17.7		)	(70.6		)	(26.5		)
Non-cash Affiliate key employee equity and profit interest revaluations	(24.4		)	(1.7		)	(95.4		)	7.1
Amortization of acquired intangible assets	(1.7		)	(1.6		)	(6.6		)	(2.6		)
Capital transaction costs	—			(0.3		)	—			(6.4		)
Restructuring costs ⁽²⁾	(1.3		)	—			(10.8		)	—
Other items excluded from ENI ⁽²⁾	—			0.1			—			0.1
Funds' operating expenses	(1.6		)	(0.2		)	(2.4		)	(0.2		)
Less: items segregated out of U.S. GAAP operating expense
Variable compensation ⁽³⁾	(69.6		)	(48.6		)	(243.4		)	(172.7		)
Affiliate key employee distributions	(21.8		)	(12.9		)	(73.1		)	(41.7		)
ENI operating expense	$	84.8		$	73.3		$	314.1		$	265.0
(1) Reflects amortization of contingent consideration and equity owned by employees, both with a service requirement, associated with the Landmark acquisition; revaluation of the Landmark interests is included in “Non-cash key employee-owned equity and profit interest revaluations” above.
(2) Included in restructuring in the three months ended December 31, 2017 is $1.0 million related to the Heitman transaction and $0.3 million for CEO recruiting costs. Included in restructuring for the twelve months ended December 31, 2017 is $1.0 million related to the Heitman transaction and $9.8 million related to CEO transition costs, comprised of $0.5 million of fixed compensation and benefits, $8.8 million of variable compensation and $0.5 million of recruiting costs.
Please see “Definitions and Additional Notes”



Table 21: Components of seed/co-investment (gains) losses and financing

($ in millions)	Three Months Ended December 31,						Twelve Months Ended December 31,
	2017			2016			2017			2016
Seed/Co-investment gains (losses)	$	5.6		$	(0.7	)	$	22.2		$	1.1
Financing costs:
Seed/Co-investment average balance	116.0			91.2			88.9			64.4
Blended interest rate ⁽¹⁾	5.5		%	6.2		%	5.5		%	3.9		%
Financing costs	(1.7		)	(1.2		)	(4.9		)	(2.5		)
Net seed/co-investment gains (losses) and financing	$	3.9		$	(1.9	)	$	17.3		$	(1.4	)
(1) Prior to the July 2016 bond issuances, the blended interest rate was based on the Company’s interest rate on its revolving credit facility. Subsequent to the 2016 bond issuance and the establishment of OMAM’s non-recourse seed capital facility in July 2017, the blended rate is based first on the interest rate paid on the Company’s non-recourse seed capital facility up to the average amount drawn, and thereafter on the weighted average rate of the long-term debt.
Please see “Definitions and Additional Notes”



Table 22: Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Economic Net Income

($ in millions)	Three Months Ended December 31,						Twelve Months Ended December 31,
	2017			2016			2017			2016
Net income attributable to controlling interests	$	(48.8	)	$	25.3		$	4.2		$	126.4
Net interest expense	6.0			5.7			23.7			10.8
Income tax expense (including tax expenses related to the non-recurring performance fee and discontinued operations)	131.2			9.3			132.7			44.8
Depreciation and amortization (including intangible assets)	4.9			4.1			18.3			12.0
EBITDA	$	93.3		$	44.4		$	178.9		$	194.0
Non-cash compensation costs associated with revaluation of Affiliate key employee-owned equity and profit-sharing interests	24.4			1.7			95.4			(7.1		)
Amortization of acquisition-related consideration and pre-acquisition employee equity	17.7			17.7			70.6			26.5
EBITDA of discontinued operations	—			(7.3		)	0.2			(10.2		)
(Gain) loss on seed and co-investments	(5.6		)	0.7			(22.2		)	(1.1		)
Deferred tax asset deed revaluation	(51.8		)	—			(51.8		)	—
Restructuring costs	1.3			—			10.8			—
Capital transaction costs	—			0.3			—			6.4
Other	0.1			—			—			—
Adjusted EBITDA	$	79.4		$	57.5		$	281.9		$	208.5
Net interest expense to third parties	(4.4		)	(4.5		)	(18.8		)	(8.4		)
Depreciation and amortization	(3.3		)	(2.5		)	(11.8		)	(9.4		)
Tax on economic net income	(23.0		)	(11.6		)	(70.4		)	(45.6		)
Economic net income	$	48.7		$	38.9		$	180.9		$	145.1
Please see “Definitions and Additional Notes”



Table 23: Calculation of ENI Effective Tax Rate

($ in millions)	Three Months Ended December 31,						Twelve Months Ended December 31,
	2017			2016			2017			2016
Pre-tax economic net income ⁽¹⁾	$	71.7		$	50.5		$	251.3		$	190.7
Intercompany interest expense deductible for U.S. tax purposes	(19.8		)	(19.7		)	(78.4		)	(74.0		)
Taxable economic net income	51.9			30.8			172.9			116.7
Taxes at the U.S. federal and state statutory rates ⁽²⁾	(20.9		)	(12.4		)	(69.5		)	(46.9		)
Other reconciling tax adjustments ⁽³⁾	(2.1		)	0.8			(0.9		)	1.3
Tax on economic net income	(23.0		)	(11.6		)	(70.4		)	(45.6		)
Add back intercompany interest expense previously excluded	19.8			19.7			78.4			74.0
Economic net income	$	48.7		$	38.9		$	180.9		$	145.1
Economic net income effective tax rate ⁽⁴⁾	32.1		%	23.0		%	28.0		%	23.9		%
(1) Pre-tax economic net income is shown before intercompany interest and tax expenses.
(2) Taxed at U.S. Federal and State statutory rate of 40.2%.
(3) For the three months ended December 31, 2017, the tax adjustment includes approximately $3 million related to newly enacted U.K. Taxes.
(4) The economic net income effective tax rate is calculated by dividing the tax on economic net income by pre-tax economic net income.
Please see “Definitions and Additional Notes”


•	exclude the effect of Fund consolidation by removing the portion of Fund revenues, expenses and investment return which is not attributable to its shareholders;


•	include within management fee revenue any fees paid to Affiliates by Consolidated Funds, which are viewed as investment income under U.S. GAAP;


•	include the Company’s share of earnings from equity-accounted Affiliates within other income, rather than investment income;


•	treat sales-based compensation as a general and administrative expense, rather than part of fixed compensation and benefits;


•	identify separately from operating expenses, variable compensation and Affiliate key employee distributions, which represent Affiliate earnings shared with Affiliate key employees.


iii.	excluding capital transaction costs, including the costs of raising debt or equity, gains or losses realized as a result of redeeming debt or equity and direct incremental costs associated with acquisitions of businesses or assets.


iv.	excluding seed capital and co-investment gains, losses and related financing costs. The net returns on these investments are considered and presented separately from ENI because ENI is primarily a measure of the Company's earnings from managing client assets, which therefore differs from earnings generated by its investments in Affiliate products, which can be variable from period to period.


v.	including cash tax benefits associated with deductions allowed for acquired intangibles and goodwill that may not be recognized or have timing differences compared to U.S. GAAP.


vi.	excluding the results of discontinued operations attributable to controlling interests since they are not part of the Company’s ongoing business, and restructuring costs incurred in continuing operations which represent an exit from a distinct product or line of business.


vii.	excluding deferred tax resulting from changes in tax law and expiration of statutes, adjustments for uncertain tax positions, deferred tax attributable to intangible assets and other unusual items not related to current operating results to reflect ENI tax normalization.