UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
FORM 8-K

 
 
 
 
 
CURRENT REPORT
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
2 Lambeth Hill
London EC4V 4GG, United Kingdom
+44-20-7002-7000
(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.
 
(d)           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







SIGNATURE
 
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
 







EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
10.1
 
99.1
 
99.2
 



Exhibit 10.1

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”).
1.
DEFINITIONS.
In this Agreement, unless the context otherwise requires:
(i)
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

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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;

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“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.
(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.
2.
EMPLOYMENT.
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

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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.
3.
PLACE OF WORK.
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.
4.
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.

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(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.
5.
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

6



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.
(C)      Termination by the Executive with Notice:
i.
Upon termination, OMAM shall pay the Executive the Basic Termination Payments;
ii.
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,
iii.
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:
i.
The Basic Termination Payments;
ii.
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 OMAM, for the remainder of the Notice Period;
iii.
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

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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;
iv.
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);  
v.
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;
vi.
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
vii.
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.

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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:
1.
The Basic Termination Payments;
2.
The amounts described in Section 5.2(D)(iv)-(vi); and
3.
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

9



(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.
6.
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

10



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

11



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:
i.
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
ii.
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
iii.
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.

12



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.

13



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.
GENERAL
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

14



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:
Stephen H. Belgrad
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.
8.
ARBITRATION
(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

15



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.
9.
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

16



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.

17





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



18

Exhibit 99.1

Contact:

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

 
OMAM15IN300DPI.JPG
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.

1


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.


2


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
 
 
 
 
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

3


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”


4


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

5


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"


6


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.

For the three months ended December 31, 2017 , compared to the three months ended December 31, 2016 , ENI Revenue (see Table 8) increase d $62.5 million , or 32.9% , from $189.8 million to $252.3 million , including an increase in management fees from $181.4 million to $233.9 million driven by positive markets and a continued shift into higher fee products. Average assets under management excluding equity accounted Affiliates in those respective periods (see Table 12) increased $34.0 billion , or 16.8% , to $236.8 billion , while the bps yield on these assets rose from 35.6 bps to 39.2 bps due to positive mix shifts related to markets and flows including the impact of higher yielding alternative assets. Performance fee revenue was $14.4 million for the current quarter, compared to $4.5 million in the year-ago quarter. The current quarter performance fees were principally attributable to strong performance from global/non-U.S. equity products. Other income, including equity-accounted Affiliates, includes $2.7 million for Heitman in each of the three months ended December 31, 2017 and 2016 , respectively, representing 3.3% and 4.2% of economic net income on an after-tax basis in each respective period. Total ENI operating expenses (see Table 9) increase d 15.7% to $84.8 million , from $73.3 million in the prior-year quarter primarily as a result of ongoing investments in the business, however total ENI operating expenses as a percentage of management fee revenue decreased (415) bps from 40.4% to 36.3% as a result of increased scale in the business. Of the $11.5 million increase in operating expense between the three months ended December 31, 2017 and 2016 , $5.1 million was due to higher fixed compensation and benefits as a result of new hires, CEO succession and annual cost of living increases and $5.6 million was attributable to increases in general and administrative expense, which rose 18.6% over the 2016 period, reflecting continued investment in the business. Total variable compensation increase d 43.2% quarter-over-quarter to $69.6 million , reflecting higher earnings before variable compensation, while the ENI variable compensation ratio (variable compensation as a percentage of ENI earnings before variable compensation) was stable at 41.6% . The sum of operating expense and variable compensation increased $32.5 million , or 26.7% period-over-period, while revenue increase d 32.9% over this period, resulting in an increase in OMAM’s ENI operating margin to 38.8% from 35.8% . Included in operating expense and variable compensation in 2017 was $4.6 million related to severance for our former Head of Global Distribution. Affiliate key employee distributions increased 69.0% from the year-ago quarter from $12.9 million to $21.8 million , primarily due to higher ENI operating earnings and the levered structure of distributions at certain Affiliates. The ratio of Affiliate key employee distributions over ENI operating earnings increased from 19.0% to 22.3% due to higher earnings before Affiliate key employee distributions at Affiliates with higher employee ownership and leveraged equity plans which align incentives for growth. Net

7


interest expense was $4.4 million for the three months ended December 31, 2017 , compared to net interest expense of $4.5 million in the prior-year period. The difference in net interest expense between U.S. GAAP and economic net income primarily relates to the financing costs of seed capital and co-investments held for the Company's benefit (see Table 21). Tax on economic net income for the three months ended December 31, 2017 and 2016 was $23.0 million and $11.6 million , respectively, an increase of $11.4 million or 98.3% , primarily reflecting higher pre-tax economic net income along with incremental U.K. taxes due to new U.K. tax legislation enacted in the fourth quarter. The Company's effective tax rate was 32.1% in the fourth quarter of 2017 compared to 23.0% in the fourth quarter of 2016 (see Table 23).

For the three months ended December 31, 2017 , Adjusted EBITDA was $79.4 million , an increase of 38.1% compared to $57.5 million for the same period in 2016 . See Table 22 for a reconciliation of U.S. GAAP net income attributable to controlling interests to EBITDA, Adjusted EBITDA and economic net income.

For the twelve months ended December 31, 2017 and 2016 , diluted economic net income per share, was $1.62 and $1.21 , respectively, an increase of 33.9% . For the twelve months ended December 31, 2017 and 2016 , economic net income was $180.9 million and $145.1 million , respectively, an increase of $35.8 million , or 24.7% .  Results for 2016 reflect the inclusion of Landmark from August 18, while 2017 results reflect ownership of Landmark for the full year.

For the twelve months ended December 31, 2017 , compared to the twelve months ended December 31, 2016 , ENI Revenue increase d $222.2 million or 32.7% , from $678.5 million to $900.7 million , driven by a $198.1 million , or 30.0% , increase in management fees from $659.9 million to $858.0 million . Approximately half of this growth was related to the acquisition of Landmark, which increased both average assets under management and our weighted-average fee rate, with the remainder of the increase attributable to positive markets and asset mix. Average AUM excluding equity-accounted Affiliates increased 17.8% from the twelve months ended December 31, 2016 to $224.8 billion , and the bps yield on these assets rose from 34.6 bps to 38.2 bps primarily due to a greater proportion of AUM coming from global/non-U.S. and alternative products (see Table 12). Landmark contributed approximately 3 bps of this increase, with the remainder occurring as a result of a positive mix shift toward higher fee global/non-U.S. and alternative products due to flow trends and market movements. Performance fee revenue was $26.5 million for the current period, compared to $2.6 million in the year-ago period, reflecting a performance fee earned on an alternative product in the second quarter and strong performance from global/non-U.S. equity in the fourth quarter of 2017. Other income, including equity-accounted Affiliates, includes $12.0 million and $12.6 million for Heitman in the twelve months ended December 31, 2017 and 2016 , respectively, representing 4.0% and 5.2% of economic net income on an after-tax basis in each respective period. Total ENI operating expenses (see Table 9) grew 18.5% to $314.1 million , from $265.0 million for the twelve months ended December 31, 2016 . Total operating expenses as a percentage of management fee revenue decreased to 36.6% from 40.2% for the twelve months ended December 31, 2016 , as management fee growth of 30.0% outpaced the 18.5% increase in operating expenses, partially reflecting efficiencies of scale following the Landmark transaction. Of the $49.1 million increase in operating expense between the twelve months ended December 31, 2016 and 2015, $26.0 million was due to higher fixed compensation and benefits as a result of the Landmark acquisition, new hires, CEO succession and annual cost of living increases. While total variable compensation increased $70.7 million , or 40.9% , period-over-period to $243.4 million , the ENI variable compensation ratio (variable compensation as a percentage of ENI earnings before variable compensation) decreased slightly to 41.5% for the twelve months ended December 31, 2017 compared to 41.8% for the twelve months ended December 31, 2016 . The sum of operating expense and variable compensation increased $119.8 million , or 27.4% period-over-period, while revenue increased 32.7% over this period, resulting in an increase in OMAM’s ENI operating margin to 38.1% from 35.5% . Affiliate key employee distributions increased 75.3% period-over-period from $41.7 million to $73.1 million , primarily due to the investment in Landmark, the levered structure of distributions at certain Affiliates and higher ENI operating earnings. The ratio of Affiliate key employee distributions over ENI operating earnings increased from 17.3% to 21.3% due to the effect of the Landmark transaction and the leveraged structure of certain equity plans in a rising profit environment. Net interest expense was $18.8 million for the twelve months ended December 31, 2017 , compared to net interest expense of $8.4 million in the prior-year period, with the increase reflecting the July 2016 issuance of $400 million of senior notes. The effective tax rate of 28.0% for the period was higher than the prior year period of 23.9% primarily due to higher pre-tax profits in the U.S. and the change in U.K. tax law enacted in the fourth quarter.
 
For the twelve months ended December 31, 2017 , Adjusted EBITDA was $281.9 million , up 35.2% compared to $208.5 million in 2016 . See Table 22 for a reconciliation of U.S. GAAP net income attributable to controlling interests to EBITDA, Adjusted EBITDA and ENI.

Finally, as a result of the enactment of the Tax Act, the Company expects its effective ENI tax rate to decrease from approximately 32% in 2018 to between 23% and 24% and its U.S. aggregate marginal tax rate to decrease from 39% to 26%.


8


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”

The following table identifies the components of ENI revenue:
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”
 
 
 
 
 
 
 
 
 
 
 


9


The following table identifies the components of ENI operating expense:
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”

The following table shows our key non-GAAP operating metrics for the three and twelve months ended December 31, 2017 and 2016 . We present these metrics because they are the measures our management uses to evaluate the profitability of our business and are useful to investors because they represent the key drivers and measures of economic performance within our business model. Please see “Definitions and Additional Notes” for an explanation of each ratio and its usefulness in measuring the economics and operating performance of our business.
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.



10


Recent Events

On January 30, 2018, the Board of Directors 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 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 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 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.

On January 5, 2018, Heitman LLC completed the previously announced purchase of OMAM’s equity interest in the firm for $110 million in cash ($100 million received upon closing). On an after tax basis, OMAM expects to receive approximately $85.7 million.

2018 Annual General Meeting

The Company will hold its 2018 annual general meeting of shareholders on Tuesday, June 19, 2018 at 101 Park Avenue, New York, NY 10178.  To be considered for inclusion in the proxy statement relating to the Company’s 2018 annual general meeting, the Company must receive shareholder proposals no later than February 15, 2018.  All shareholder proposals should be marked for the attention of the Secretary, OM Asset Management plc, Ground Floor, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom.

Dividend Declaration

The Company's Board of Directors approved a quarterly interim dividend of $0.09 per share payable on March 30, 2018 to shareholders of record as of the close of business on March 16, 2018.

About OMAM
 
OMAM is a global, multi-boutique asset management company with $243.0 billion of assets under management as of December 31, 2017 . Its diverse Affiliates offer leading, alpha generating investment products to investors around the world. OMAM’s partnership approach, which includes equity ownership at the Affiliate level and a profit sharing relationship between OMAM and its Affiliates, aligns the interests of the Company and its Affiliates to work collaboratively in accelerating their growth. OMAM’s business model combines the investment talent, entrepreneurialism, focus and creativity of leading asset management boutiques with the resources and capabilities of a larger firm. For more information about OMAM, please visit the Company’s website at www.omam.com.

11



  Forward Looking Statements
 
This press release includes forward-looking statements, as that term is used in the Private Securities Litigation Reform Act of 1995, including information relating to anticipated growth in revenues, margins or earnings, anticipated changes in the Company’s business, anticipated future performance of the Company’s business, the impact of the Landmark acquisition, the anticipated impact of the Tax Cuts and Jobs Act, anticipated future investment performance of the Company’s Affiliates, expected future net cash flows, anticipated expense levels, changes in expense, the expected effects of acquisitions and expectations regarding market conditions.  The words or phrases ‘‘will likely result,’’ ‘‘are expected to,’’ ‘‘will continue,’’ ‘‘is anticipated,’’ ‘‘can be,’’ ‘‘may be,’’ ‘‘aim to,’’ ‘‘may affect,’’ ‘‘may depend,’’ ‘‘intends,’’ ‘‘expects,’’ ‘‘believes,’’ ‘‘estimate,’’ ‘‘project,’’ and other similar expressions are intended to identify such forward-looking statements. Such statements are subject to various known and unknown risks and uncertainties and readers should be cautioned that any forward-looking information provided by or on behalf of the Company is not a guarantee of future performance.

Actual results may differ materially from those in forward-looking information as a result of various factors, some of which are beyond the Company’s control, including but not limited to those discussed above and elsewhere in this press release and in the Company’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 22, 2017, our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2017, our Quarterly Report on Form 10-Q filed with the Securities and Exchange commission on August 10, 2017 and our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2017. Due to such risks and uncertainties and other factors, the Company cautions each person receiving such forward-looking information not to place undue reliance on such statements. Further, such forward-looking statements speak only as of the date of this press release and the Company undertakes no obligations to update any forward looking statement to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

Conference Call Dial-in

The Company will hold a conference call and simultaneous webcast to discuss the results at 10:00 a.m. Eastern Time on February 1, 2018. The Company has also released an earnings presentation that will be discussed during the conference call. Please go to http://ir.omam.com to download the presentation. To listen to the call or view the webcast, participants should:

Dial-in :               
Toll Free Dial-in Number:            (844) 579-6824
International Dial-in Number:        (763) 488-9145
Conference ID:                9999507
Link to Webcast :
http://event.on24.com/r.htm?e=1564440&s=1&k=0F0827F70DC6BF5AE643617037379C20

Dial-in Replay :
A replay of the call will be available beginning approximately one hour after its conclusion either on OMAM’s website, at http://ir.omam.com or at:
Toll Free Dial-in Number:            (855) 859-2056
International Dial-in Number:        (404) 537-3406
Conference ID:                9999507


12


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"
 
 

13


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
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"


14


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"

15


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”


16


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”
 
 

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”
 
 

17



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”
 
 





18


Definitions and Additional Notes
 
References to “OMAM” or the “Company” refer to OM Asset Management plc; references to “OM plc” refer to Old Mutual plc, the Company's former parent; references to the "Center" refer to the holding company excluding the Affiliates; references to "Landmark" refer to Landmark Partners, LLC, acquired by the Company in August 2016. OMAM operates its business through seven boutique asset management firms (the “Affiliates”). OMAM's distribution activities are conducted in various jurisdictions through affiliated companies in accordance with local regulatory requirements.

Economic Net Income
 
The Company uses a non-GAAP performance measure referred to as economic net income (“ENI”) to represent its view of the underlying economic earnings of the business. ENI is used to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine Affiliate variable compensation and equity distributions, and incentivize management. The Company’s ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.
 
The Company re-categorizes certain line items on the income statement to:
 
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.

The Company also makes the following adjustments to U.S. GAAP results to more closely reflect its economic results by:

i.
excluding non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees. These ownership interests may in certain circumstances be repurchased by OMAM at a value based on a pre-determined fixed multiple of trailing earnings and as such this value is carried on the Company’s balance sheet as a liability. Non-cash movements in the value of this liability are treated as compensation expense under U.S. GAAP. However, any equity or profit interests repurchased by OMAM can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity.
ii.
excluding non-cash amortization or impairment expenses related to acquired goodwill and other intangibles as these are non-cash charges that do not result in an outflow of tangible economic benefits from the business. It also excludes the amortization of acquisition-related contingent consideration, as well as the value of employee equity owned pre-acquisition, as occurred as a result of the Landmark transaction, where such items have been included in compensation expense as a result of ongoing service requirements for certain employees. Please note that the revaluations related to these acquisition-related items are included in (i) above.
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.

19


 
The Company adjusts its income tax expense to reflect any tax impact of its ENI adjustments.  Please see Table 7 for a reconciliation of net income attributable to controlling interests to economic net income.
 
Adjusted EBITDA
 
Adjusted EBITDA is defined as economic net income before interest, income taxes, depreciation and amortization. The Company notes that its calculation of Adjusted EBITDA may not be consistent with Adjusted EBITDA as calculated by other companies. The Company believes Adjusted EBITDA is a useful liquidity metric because it indicates the Company’s ability to make further investments in its business, service debt and meet working capital requirements. Please see Table 22 for a reconciliation of economic net income to Adjusted EBITDA.
 
Methodologies for calculating investment performance (1) :
 
Revenue-weighted investment performance measures the percentage of management fee revenue generated by Affiliate strategies which are beating benchmarks. It calculates each strategy’s percentage weight by taking its estimated composite revenue over total composite revenues in each period, then sums the total percentage of revenue for strategies outperforming.
 
Equal-weighted investment performance measures the percentage of Affiliates’ scale strategies (defined as strategies with greater than $100 million of AUM) beating benchmarks. Each outperforming strategy over $100 million has the same weight; the calculation sums the number of strategies outperforming relative to the total number of composites over $100 million.
 
Asset-weighted investment performance measures the percentage of AUM in strategies beating benchmarks.  It calculates each strategy’s percentage weight by taking its composite AUM over total composite AUM in each period, then sums the total percentage of AUM for strategies outperforming.
 ______________________
(1) Barrow Hanley’s Windsor II Large Cap Value account AUM and return are separated from Barrow Hanley’s Large Cap Value composite in revenue-weighted, equal-weighted and asset-weighted outperformance percentage calculations.

ENI Operating Earnings

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. It differs from economic net income because it does not include the effects of Affiliate key employee distributions, net interest expense or income tax expense.

ENI Operating Margin
 
The ENI operating margin, which is calculated before Affiliate key employee distributions, is used by management and is useful to investors to evaluate the overall operating margin of the business without regard to our various ownership levels at each of the Affiliates. ENI operating margin is a non-GAAP efficiency measure, calculated based on ENI operating earnings divided by ENI revenue. The ENI operating margin is most comparable to our U.S. GAAP operating margin.

ENI management fee revenue

ENI Management fee revenue corresponds to U.S. GAAP management fee revenue.
 
ENI operating expense ratio

The ENI operating expense ratio is used by management and is useful to investors to evaluate the level of operating expense as measured against our recurring management fee revenue. We have provided this ratio since many operating expenses, including fixed compensation & benefits and general and administrative expense, are generally linked to the overall size of the business. We track this ratio as a key measure of scale economies at OMAM because in our profit sharing economic model, scale benefits both the Affiliate employees and OMAM shareholders.
 
ENI earnings before variable compensation

ENI earnings before variable compensation is calculated as ENI revenue, less ENI operating expense.

20



ENI variable compensation ratio

The ENI variable compensation ratio is calculated as variable compensation divided by ENI earnings before variable compensation. It is used by management and is useful to investors to evaluate consolidated variable compensation as measured against our ENI earnings before variable compensation. Variable compensation is usually awarded based on a contractual percentage of each Affiliate’s ENI earnings before variable compensation and may be paid in the form of cash or non-cash Affiliate equity or profit interests. Center variable compensation includes cash and OMAM equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period. The variable compensation ratio at each Affiliate will typically be between 25% and 35%.

ENI Affiliate key employee distribution ratio

The Affiliate key employee distribution ratio is calculated as Affiliate key employee distributions divided by ENI operating earnings. The ENI Affiliate key employee distribution ratio is used by management and is useful to investors to evaluate Affiliate key employee distributions as measured against our ENI operating earnings. Affiliate key employee distributions represent the share of Affiliate profits after variable compensation that is attributable to Affiliate key employee equity and profit interests holders, according to their ownership interests. At certain Affiliates, OMUS is entitled to an initial preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions, whereas for profits above the threshold the key employee distribution amount would be calculated based on the key employee ownership percentages, which range from approximately 20% to 40% at our consolidated Affiliates.

U.S. GAAP operating margin
 
U.S. GAAP operating margin equals operating income (loss) from continuing operations divided by total revenue.
 
Consolidated Funds
 
Financial information presented in accordance with U.S. GAAP may include the results of consolidated pooled investment vehicles, or Funds, managed by our Affiliates, where it has been determined that these entities are controlled by the Company. Financial results which are “attributable to controlling interests” exclude the impact of Funds to the extent it is not attributable to our shareholders.

Annualized Revenue Impact of Net Flows (NCCF)
 
Annualized revenue impact of net flows represents the difference between annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts, less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts, including equity-accounted Affiliates. Annualized revenue is calculated by multiplying the annual gross fee rate for the relevant account by the net assets gained in the account in the event of a positive flow or the net assets lost in the account in the event of an outflow and is designed to provide investors with a better indication of the potential financial impact of net client cash flows.
 
Hard asset disposals
 
Net flows in Table 1, Table 2 and Table 11 include hard asset disposals made by OMAM’s Affiliates.  This category is made up of investment-driven asset dispositions made by Landmark, investing in real estate funds and secondary private equity; Heitman, a real estate manager; or Campbell, a timber manager.

Derived average weighted NCCF

Derived average weighted NCCF reflects the implied NCCF if annualized revenue represents asset flows at the weighted fee rate for OMAM overall (i.e. 39.3 bps in Q4 '17). For example, NCCF annualized revenue impact of $6.8 million divided by the average weighted fee rate of OMAM's overall AUM of 39.3 bps equals the derived average weighted NCCF of $1.7 billion .

n/m

"Not meaningful."

21
Q4 2017 EARNINGS PRESENTATION February 1, 2018 Exhibit 99.2


 
Disclaimer 2 Forward Looking Statements This presentation may contain forward looking statements for the purposes of the safe harbor provision under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by words such as “expect,” “anticipate,” “may,” “intends,” “believes,” “estimate,” “project,” and other similar expressions. Such statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from these forward looking statements. These factors include, but are not limited to, the factors described in OMAM’s filings made with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, filed with the SEC on February 22, 2017, under the heading “Risk Factors,” our Quarterly Report on Form 10-Q, filed with the SEC on August 10,2017 and our Current Report on Form 8-K, filed with the SEC on November 13, 2017. Any forward-looking statements in this presentation are based on assumptions as of today and we undertake no obligation to update these statements as a result of new information or future events. We urge you not to place undue reliance on any forward-looking statements. Non-GAAP Financial Measures This presentation contains non-GAAP financial measures. Reconciliations of GAAP to non-GAAP measures are included in the appendix to this presentation.


 
Overview and Highlights 3 • Steve Belgrad appointed President and CEO of OMAM effective March 2, 2018 • Q4'17 U.S. GAAP EPS of $(0.45) down from $0.21 in Q4'16, and 2017 U.S. GAAP EPS of $0.04 down from $1.05 in 2016, primarily due to negative impact of U.S. Tax Act in Q4'17 and compensation expense related to the Landmark transaction • Q4'17 ENI per share of $0.44 up 33.3% versus $0.33 in the prior-year quarter, and 2017 ENI per share of $1.62 up 33.9% from 2016 ENI per share of $1.21, driven by increases of AUM in higher fee-rate products, along with an increase in performance fees • Net Client Cash Flows of $(3.7) billion for Q4'17 and $(6.0) billion for the year producing an annualized revenue impact of $6.8 million for Q4 (0.7% of beginning run-rate management fees) and $32.9 million for the year (4.0% of beginning run rate management fees) ◦ Q4'17 inflows of $7.4 billion at 56.8 bps and outflows and disposals of $(11.1) billion at 31.7 bps ◦ Lumpy outflows from low fee sub-advisory funds and OM plc accounts were partially offset by sales from higher fee alternative assets in Q4'17 • AUM of $243.0 billion up 3.0% over Q3'17 and up 1.1% (or $2.6 billion) over the prior year-end, reflecting removal of $(32.4) billion of Heitman AUM at the beginning of Q3’17 • Investment performance remained strong in the fourth quarter ◦ Strategies representing 65%, 72% and 83% of revenue outperforming benchmarks on a 1-, 3- and 5-yr basis at December 31 • Old Mutual sell-down complete with sale of second tranche to HNA and subsequent public offering of remaining position in November • Sale of Heitman stake to its management on January 5, 2018 for $110 million ___________________________________________________________ Please see definitions and additional notes.


 
Growth Strategy OMAM's multi-boutique model is well positioned for growth, with four key areas of focus... Four Key Growth Areas Multi-Boutique Value Proposition Drives Incremental Growth OpportunitiesNew Partnerships Global Distribution Collaborative Organic Growth (Growth and Seed / Co-Investment Capital) Core Affiliate Growth (Investment Performance and Net Client Cash Flows) Unique Partnership Approach Provides Stability and the Foundation for Growth OMAM's Aligned Partnership Model - Operating autonomy - Affiliate-level employee ownership - Long-term perspective - Talent Management - Profit-sharing model - At-scale Affiliates _________________________________________________ Please see definitions and additional notes. 4


 
$280 $260 $240 $220 $200 $180 2016 2017 $240.4 $(6.0) $41.0 $(32.4) $243.0 AUM AUM by Affiliate $B %Total $ 97.7 40% 91.7 38% 5.3 2% 6.4 3% 2.1 1% 14.8 6% 25.0 10% Total $ 243.0 100% $260 $240 $220 $200 $180 $160 Q3'17 Q4'17 $235.9 $(3.7) $10.8 $243.0 AUM Progression and Mix 5 AUM at Period End As % of BoP AUM AUM Progression (Annual) (2.5)% 17.1% % Change: 1.1% AUM Progression (4th Quarter) $B (1.6)% 4.6% % Change: 3.0% AUM Mix (12/31/17) ___________________________________________________________ Please see definitions and additional notes. $B AUM AUM by Asset Class $B %Total US Equity - large cap value $ 57.8 24% US Equity - all other 23.4 10% International Equity 55.5 23% Global Equity 40.3 16% Emerging Markets Equity 30.4 12% Alternatives 22.1 9% Fixed Income 13.5 6% Total $ 243.0 100% Net flows Market and other Removal of Heitman (13.5)% Net flows Market and other


 
$4 $2 $0 -$2 -$4 $(0.2) $0.8 $(2.5) $(3.2) $2.4 $(2.9) $(2.6) $1.5 $(2.5) $(0.3) $0.5 $(3.7) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3(3) Q4(3) $3.3 $3.9 $0.2 $(1.9) $2.1 $(1.0) $(2.1) $4.0 $0.2 $3.4 $3.2 $1.7 2015 2016 2017 $(5.1) $(1.6) $(6.0) $20 $15 $10 $5 $0 -$5 -$10 $11.3 $13.5 $0.7 $(6.6) $7.3 $(3.4) $(7.5) $14.6 $0.8 $13.1 $12.2 $6.8 Bps inflows Bps outflows Derived Average Weighted NCCF ($b)(2) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3(3) Q4(3) 47 46 46 45 38 46 42 44 43 53 54 57 30 31 32 37 40 32 38 35 32 35 40 32 2015 2016 2017 $18.9 $11.0 $32.9 Revenue Impact of NCCF(1) ___________________________________________________________ (1) Annualized revenue impact of net flows represents the difference between annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts, less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts, including equity-accounted Affiliates. Annualized revenue is calculated by multiplying the annual gross fee rate for the relevant account by the net assets gained in the account in the event of a positive flow or the net assets lost in the account in the event of an outflow. (2) Derived Average Weighted NCCF reflects the implied NCCF if annualized revenue represents asset flows at the weighted fee rate for OMAM overall (ie 39.3 bps in Q4'17). For example, NCCF annualized revenue impact of $6.8 million divided by average weighted fee rate of OMAM’s overall AUM of 39.3 bps equals the derived average weighted NCCF of $1.7 billion . (3) Heitman AUM and flows have been removed from this data. $M Net Client Cash Flows and Revenue Impact 6 AUM Net Client Cash Flows (“NCCF”) $B


 
$4 $3 $2 $1 $0 -$1 -$2 -$3 -$4 -$5 -$6 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 $(1.7) $(2.9) $(2.8) $(2.4) $(3.4) $1.2 $0.4 $1.0 $1.3 $(1.7) $(0.9) $(0.4) $0.1 $(0.1) $2.6 $1.0 $2.1 $1.9 $1.6 $(0.6) $(0.4) ___________________________________________________________ (1) Average fee rate represents the average blended fee rate on overall assets for each asset class for the three months ended December 31, 2017. (2) Annualized revenue impact of net flows represents the difference between annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts, less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts, including equity-accounted Affiliates. Annualized revenue is calculated by multiplying the annual gross fee rate for the relevant account by the net assets gained in the account in the event of a positive flow or the net assets lost in the account in the event of an outflow. (3) Heitman AUM and flows have been removed from this data. Revenue Impact of NCCF - by Asset Class $M Net Client Cash Flows Breakdown 7 AUM Net Client Cash Flows (“NCCF”) - by Asset Class $B $24 $20 $16 $12 $8 $4 $0 -$4 -$8 -$12 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 $(3.8) $(5.5) $(7.3) $(4.9) $(6.7) $8.1 $(1.2) $5.9 $6.7 $(0.3) $0.2 $(1.6) $(0.5) $(0.2) $(0.3) $12.7 $9.4 $15.6 $13.1 $14.9 $(2.6) Total NCCF $1.5 $(2.5) $(0.3) $0.5 $(3.7) Total Revenue Impact(2) $14.6 $0.8 $13.1 $12.2 $6.8 24 41 U.S. Equity Global/non-U.S. Equity Fixed Income Alternatives Avg. Fee Rate (bps)(1) 21 98 Hard asset disposals $(0.1) $(0.2) $(2.5) $(0.6) $(0.3) (3)(3) (3) (3) $(0.1) $(0.8) 98


 
100% 80% 60% 40% 20% 0% 1-Year 3-Year 5-Year 61% 71% 74% 100% 80% 60% 40% 20% 0% 1-Year 3-Year 5-Year 59% 69% 82% 100% 80% 60% 40% 20% 0% 1-Year 3-Year 5-Year 65% 72% 83% • OMAM uses revenue-weighted performance as its primary investment metric ◦ Ties investment performance to business performance ◦ Reflects percent of management fee revenue in products outperforming their benchmarks (1) • OMAM also uses equal-weighted performance as it considers earlier stage products that may grow to have significant impact • Asset-weighted performance is broadly used across the industry ___________________________________________________________ 1. Excludes revenue in products which are not benchmarked; includes management fee revenue from equity-accounted Affiliates in the analysis. 2. Data as of December 31, 2017. 3. Revenue-Weighted: Calculates each strategy’s percentage weight by taking its estimated composite revenue over total composite revenues in each period, then sums the total percentage of strategies outperforming. 4. Equal-Weighted (>$100m): Each strategy over $100m has the same weight, then sums the total percentage of strategies outperforming. 5. Asset-Weighted: Calculates each strategy’s percentage weight by taking its composite AUM over total composite AUM in each period, then sums the total percentage of strategies outperforming. 6. Barrow Hanley’s Windsor II Large Cap Value account AUM and return are separated from Barrow Hanley’s Large Cap Value composite in revenue-weighted, equal-weighted and asset-weighted outperformance percentage calculations. 7. Performance data as of September 30, 2017 and December 31, 2017 removes Heitman composites from the calculation. Strong Investment Performance 8 Commentary Products representing ≥ 65% of revenue outperforming on a 1-, 3- and 5-year basis Revenue-Weighted (2)(3)(6)(7) Equal-Weighted (>$100m) (2)(4)(6)(7) Asset-Weighted (2)(5)(6)(7) % outperformance vs. benchmark % outperformance vs. benchmark % outperformance vs. benchmark Q3'17 69% 67% 81% Q4'16 49% 55% 73% Q3'17 62% 69% 77% Q4'16 53% 65% 76% Q3'17 64% 62% 73% Q4'16 42% 45% 61%


 
Contribution of Growth Strategies to Flows: 2013 - 2017 9 Commentary Source of Gross Sales(1) • Successful seeding program is contributing meaningfully to sales • Global Distribution contributed $2.3 billion of funded assets in 2017 • Investment in new product initiatives at early stage, but already generating results $35.0 $28.0 $21.0 $14.0 $7.0 $0.0 2013 2014 2015 2016 2017 $20.8 $21.3 $20.0 $23.1 $19.0 $1.0 $1.8 $1.4 $0.9 $1.1 $3.8 $3.4 $3.8 $3.1 $3.0 $3.7 $5.5 $1.4 $2.0 $2.3 $0.8 $5.6 $B Organic Sales from Affiliates Sales from New Initiatives Sales from Seeded Products Sales from Global Distribution ___________________________________________________________ Please see definitions and additional notes. 1. Gross sales for 2017 exclude Heitman beginning July 1, 2017. $32.0 $26.6 25% of total 23% of total $31.0 $29.9 39% of total 33% of total $29.3 29% of total Sales from New Affiliates


 
Financial Highlights – Q4 2017 v. Q4 2016 10 • Q4'17 economic net income up 25.2% to $48.7 million ($0.44 per share) from $38.9 million ($0.33 per share) in Q4'16 ◦ EPS growth of 33.3% benefited from buyback of 6.0 million shares in December 2016 and 5.0 million shares in May 2017 • ENI Revenue increase of $62.5 million, or 32.9%, to $252.3 million in Q4'17 ◦ Management fees up 28.9% to $233.9 million, reflecting a 17% increase in consolidated average AUM along with a 3.6 bps increase in average yield to 39.2 bps(1) ◦ Performance fees increased by $9.9 million • The sum of ENI operating expense and variable compensation rose 26.7% to $154.4 million, driven by higher fixed compensation and benefits, G&A and variable compensation ◦ Operating expenses up 15.7% from the year-ago quarter to $84.8 million, reflecting ongoing investment in the business, while the operating expense ratio(2) decreased (415) bps to 36.3% reflecting scale ◦ Variable compensation up 43.2% to $69.6 million, representing 41.6% of earnings before variable compensation, primarily due to growth of earnings before variable compensation • ENI Operating margin of 38.8% improved 303 bps from 35.8% in year-ago quarter • Higher Q4'17 ENI effective tax rate of 32% reflects higher earnings and additional taxes due to U.K. tax legislation enacted in Q4'17 ◦ New U.S. Tax Act will reduce expected 2018 tax rate from approximately 32% to 23-24% ◦ Write-down of Old Mutual plc DTA liability by $52 million will provide additional incremental cash • Adjusted EBITDA of $79.4 million, a 38.1% increase from $57.5 million in Q4'16 • Third party debt of $392.8 million(3) at December 31 represents 1.4x trailing twelve months Adjusted EBITDA ___________________________________________________________ Please see definitions and additional notes. 1. Excludes Equity-Accounted Affiliates. 2. The ENI Operating Expense Ratio reflects total ENI operating expenses as a percent of management fees. 3. Excludes non-recourse borrowings.


 
$260 $200 $140 $80 $20 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 $185 $199 $210 $228 $238 $199 $252 $75 $65 $55 $45 $35 $25 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 $48 $52 $58 $63 $61 $190 $0.60 $0.50 $0.40 $0.30 $0.20 $0.10 $0.00 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 $0.32 $0.34 $0.39 $0.42 $0.39 Continued Positive Markets and Fee Mix Benefit Q4'17 Results Average AUM(1) Fee Rate (Basis Points)(3) ENI Revenue(2) ENI Operating Margin(4) ENI Per Share(5) Pre-tax ENI ___________________________________________________________ Please see definitions and additional notes. 1. Operational information (AUM and flows) excludes Heitman beginning in the third quarter of 2017. 2. ENI Revenue consists of management fees, performance fees, and other income, which primarily consists of earnings of our equity-accounted Affiliates. 3. Represents fee rate for consolidated Affiliates; excludes fees for equity-accounted Affiliates. 4. ENI Operating Margin represents ENI operating margin before Affiliate key employee distributions. This is a non-GAAP efficiency measure, calculated based on ENI operating earnings divided by ENI Revenue. 5. ENI per share is calculated as Economic Net Income divided by weighted average diluted shares outstanding. 11 40.0 35.0 30.0 25.0 20.0 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 35.6 37.4 37.5 38.4 39.2 $0.33 $0.34 $0.42 % Change Q4'16 to Q4'17: 1.6% % Change Q4'16 to Q4'17: 32.9% % Change Q4'16 to Q4'17: 33.3% Performance Fees $199 $0.43 Performance Fees $252 % Change ex. perf. fees: 28.4% $51 $52 $63 $64 $72 Performance Fees % Change Q4'16 to Q4'17: 42.0% 45% 38% 31% 24% 17% 10% Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 34.9% 36.3% 37.9% 38.7% 36.7% 35.8% 36.4% 38.1% 38.9% 38.8% Performance Fees $0.44 % Change ex. perf. fees: 28.6% % Change ex. perf. fees: 21.9% $300 $250 $200 $150 $100 $50 $0 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 $203 $212 $221 $229 $237 % Change, consolidated Affiliates: 16.8% $235 $246 $255 $231 $239 $221 $228 3.5% 3.5% 4.6% 10.6% 11.7% (3.2)% (7.1)% 2.3% Equity-accounted Affiliates


 
$300 $250 $200 $150 $100 $50 $0 2013 2014 2015 2016 2017 $153 $183 $191 $191 $225 Performance Fees ENI Operating Margin(4)(6) 45% 38% 31% 24% 17% 10% 2013 2014 2015 2016 2017 32.0% 36.7% 36.3% 35.5% 37.4% 35.5% $275 $225 $175 $125 $75 $25 2013 2014 2015 2016 2017 $144 $184 $196 $189 $235 $1.65 $1.15 $0.65 $0.15 2013 2014 2015 2016 2017 $0.98 $1.16 $1.20 $1.20 $1.53 $925 $725 $525 $325 $125 2013 2014 2015 2016 2017 $510 $601 $650 $676 $874 A Solid Record of Growth Average AUM(1) Fee Rate (Basis Points)(3) ENI Revenue(2)(6) ENI Per Share(5)(6) Pre-tax ENI(6) ___________________________________________________________ Please see definitions and additional notes. 1. Operational information (AUM and flows) excludes Heitman beginning in the third quarter of 2017. 2. ENI Revenue consists of management fees, performance fees, and other income, which primarily consists of earnings of our equity-accounted Affiliates. 3. Represents fee rate for consolidated Affiliates; excludes fees for equity-accounted Affiliates. 4. ENI Operating Margin represents ENI operating margin before Affiliate key employee distributions. This is a non-GAAP efficiency measure, calculated based on earnings after variable compensation divided by ENI Revenue. 5. ENI per share is calculated as Economic Net Income divided by total diluted shares outstanding. ENI per share reflects pro forma shares outstanding in periods prior to Q4’14. 6. Excludes impact of non-recurring performance fee in Q2'15. 12 40.0 35.0 30.0 25.0 20.0 2013 2014 2015 2016 2017 32.6 32.2 33.4 34.6 38.2 $1.62 $1.02 CAGR ('13-'17): 8.0% CAGR ('13-'17): 14.3% CAGR ('13-'17): 13.2% CAGR ('13-'17): 12.3% $635 $664 $679 $1.24 $901 $1.21 8% 33% 34% 32% $528 $1.26 261 bps 29% Performance Fees 36.9% 38.5% 34.3% Performance Fees 28% $153 $204 $204 $251 $191 Performance Fees 24% 190 bps 38.1% $178 $210 $221 $223 $241 Equity-accounted Affiliates 18% CAGR, consolidated Affiliates: 10.0% CAGR, ex. perf. fees: 14.4% CAGR, ex. perf. fees: 13.0% CAGR, ex. perf. fees: 11.8%


 
$250 $200 $150 $100 $50 $0 Q4'16 Q4'17 $181.4 $233.9 (3)% (4)% $ 7.2 (4%) $240 $200 $160 $120 $80 $40 $0 Q4'16 Q4'17 $202.8 $236.8 Management Fee Growth Driven By Increased Average Assets at Consolidated Affiliates and Landmark 13 Gross Management Fee Revenue by Asset Class(1)(2)Average AUM and Fee Rate by Asset Class(1)(2) ______________________________________________________________________________________________________________ (1) Figures in parenthesis represent the percent of the total respective bar. (2) Excludes Equity-Accounted Affiliates U.S. Equity Global/non-U.S. Equity Fixed Income Alternatives Avg. Fee Rate (bps) $B Avg. AUM % Change 32% 30% 1% 25 % Chang e: 16.8% 41 20 72 24 41 21 98 $M % Change 81% 30% 0% % Change: 28.9% $77.6 (38%) $95.1 (47%) $14.0 (7%) $16.1 (8%) $21.3 (9%) $13.4 (6%) $123.7 (52%) $78.4 (33%) $ 48.0 (26%) $ 97.1 (54%) $ 29.1 (16%) $ 48.0 (21%) $126.3 (54%) $ 52.6 (22%) $ 7.0 (3%) 35.6 39.2


 
Q4'17 Q4'16 Q-O-Q 2017 2016 Y-O-Y $M $M % of MFs(2) $M % of MFs(2) Q4'17 vs. Q4'16 $M % of MFs(2) $M % of MFs(2) 2017 vs. 2016 Fixed compensation and benefits $ 45.8 19.6% $ 40.7 22.4% 13% $ 172.4 20.1% $ 146.4 22.2% 18% G&A expenses (excl. sales based compensation) 30.6 13.1% 26.4 14.6% 16% 111.3 13.0% 92.0 13.9% 21% Depreciation and amortization 3.3 1.4% 2.5 1.4% 32% 11.8 1.4% 9.4 1.4% 26% Core operating expense subtotal $ 79.7 34.1% $ 69.6 38.4% 15% $ 295.5 34.4% $ 247.8 37.6% 19% Sales based compensation 5.1 2.2% 3.7 2.0% 38% 18.6 2.2% 17.2 2.6% 8% Total ENI operating expenses $ 84.8 36.3% $ 73.3 40.4% 16% $ 314.1 36.6% $ 265.0 40.2% 19% Note: Management fees $ 233.9 $ 181.4 29% $ 858.0 $ 659.9 30% • Total ENI operating expenses reflect Affiliate operating expenses, Center expenses and key initiatives, including Global Distribution (excluding variable compensation) • Q4'17 Operating Expense Ratio(1) decreased to 36.3% for the period, reflecting cost efficiencies at the existing Affiliates and incremental scale benefits • Expense increase represents higher fixed compensation and benefits and general and administrative expenses, partly as a result of seasonality and one-off items, along with normal growth of the business • Full-year Operating Expense Ratio(1) of 36.6% in line with expectations • 2018 Operating Expense Ratio expected to be approximately 35% __________________________________________________________ 1. Operating Expense Ratio reflects total ENI operating expenses as a percent of management fees. 2. Represents Management Fee Revenue. OMAM Benefited From Scale Efficiencies 14 Commentary Total ENI Operating Expenses


 
Q-O-Q Y-O-Y $M Q4'17 Q4'16 Q4'17 vs. Q4'16 2017 2016 2017 vs. 2016 Cash Variable Compensation $ 64.3 $ 42.5 51% $ 221.4 $ 147.5 50% Add: Non-cash equity-based award amortization 5.3 6.1 (13)% 22.0 25.2 (13)% Variable compensation 69.6 48.6 43% 243.4 172.7 41% Earnings before variable compensation $ 167.5 $ 116.5 44% $ 586.6 $ 413.5 42% Variable Compensation Ratio (VC as % of earnings before variable comp.) 41.6% 41.7% (16) bps 41.5% 41.8% (27) bps • Variable compensation typically awarded based on contractual percentage (e.g., ~25 – 35%) of each Affiliate’s ENI earnings before variable compensation, plus Center bonuses; also includes contractual split of certain performance fees ◦ Affiliate variable compensation includes cash and equity provided through recycling ◦ Center variable compensation includes cash and OMAM equity • In Q4'17, variable compensation up primarily as a result of higher earnings before variable compensation • Q4'17 Variable Compensation Ratio remained stable at 41.6% compared to 41.7% in the year-ago quarter • Full-year Variable Compensation Ratio of 41.5% in line with expectations and 41.8% in the prior year • 2018 Variable Compensation Ratio expected to trend toward 41% ___________________________________________________________ Please see definitions and additional notes. Variable Compensation in Line with Business Profitability 15 Commentary Variable Compensation


 
Q-O-Q Y-O-Y $M Q4'17 Q4'16 Q4'17 vs. Q4'16 2017 2016 2017 vs. 2016 Earnings after variable compensation (ENI operating earnings) $ 97.9 $ 67.9 44% $ 343.2 $ 240.8 43% Less: Affiliate key employee distributions (21.8) (12.9) 69% (73.1) (41.7) 75% Earnings after Affiliate key employee distributions $ 76.1 $ 55.0 38% $ 270.1 $ 199.1 36% Affiliate key employee Distribution Ratio ( / ) 22.3% 19.0% 327 bps 21.3% 17.3% 398 bps • Represents employees’ share of profit from their respective Affiliates, in some cases following an initial preference to OMAM(1) • Q4'17 Key Employee Distributions increased due to higher ENI operating earnings, Landmark employee ownership, and the leveraged structuring of certain equity plans • Q4'17 Distribution Ratio of 22.3% higher than Q4'16 due to relative growth at Affiliates with higher employee ownership and leveraged equity • Full year Key Employee Distribution Ratio of 21.3% in line with expectations • 2018 Distribution Ratio expected to be approximately 22% ___________________________________________________________ 1. For consolidated Affiliates Distribution Ratio Increased Due to Continued Growth and Leveraged Employee Equity Structure 16 Commentary Affiliate Key Employee Distributions A B B A


 
December 31, 2017 December 31, 2016 Assets Cash and cash equivalents $ 186.3 $ 101.9 Investment advisory fees receivable 208.3 163.7 Investments 244.4 233.3 Other assets 698.8 759.1 Assets of Consolidated Funds 153.9 36.3 Total assets $ 1,491.7 $ 1,294.3 Liabilities and shareholders' 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 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 95.9 6.5 Total equity 171.3 170.5 Total liabilities and equity $ 1,491.7 $ 1,294.3 Shares outstanding in the quarter end: Basic 109.0 118.2 Diluted (GAAP)(1) 109.0 118.8 Diluted (ENI)(2) 109.9 118.8 Leverage ratio(3) 1.4x 1.9x • $0.09 per share interim dividend approved, reflecting 22% payout rate for 2017 ◦ Payable March 30 to shareholders of record as of March 16 • Financial capacity remains for potential cash acquisition ◦ After tax proceeds from Heitman transaction in addition to cash generation and borrowing ability ◦ Full capacity available on $350 million Revolving Credit Facility • December 31 leverage ratio (Debt / Adj. EBITDA) of 1.4x below target range of 1.75x - 2.25x • Cash of $186.3 million includes $114.6 million at the Affiliates and $71.7 million at the Center ◦ Received $100 million in cash at closing for the sale of Heitman • Reduction of $52 million recorded on DTA deed due to Old Mutual, with possibility of further reductions • Shareholders' Equity declined due to net $69 million write-down related to tax law impact on DTAs ◦ $121 million DTA write-down offset by $52 million decline in DTA payment due to Old Mutual ◦ Heitman sale in January provides equity gain of approximately $50 million in 2018 17 Balance Sheet Management Provides Ongoing Opportunities to Increase Shareholder Value Balance Sheet Capital Dividend & Share Buyback ($M) ___________________________________________________________ (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. (3) Excludes non-recourse borrowings.


 
Appendix 18


 
Reconciliation: GAAP to ENI and Adjusted EBITDA ENI Adjustments Three Months Ended Years Ended December 31, December 31, $m 2017 2016 2017 2016 U.S. GAAP net income (loss) attributable to controlling interests $ (48.8) $ 25.3 $ 4.2 $ 126.4 Adjustments to reflect the economic earnings of the Company: Non-cash key employee-owned equity and profit interest revaluations(1) 24.4 1.7 95.4 (7.1) Amortization of acquired intangible assets, acquisition-related consideration and pre-acquisition employee equity(1) 19.4 19.3 77.2 29.1 Capital transaction costs(1) — 0.3 — 6.4 Seed/Co-investment (gains) losses and financings(1) (3.9) 1.9 (17.3) 1.4 Tax benefit of goodwill and acquired intangible deductions 2.0 2.0 8.7 5.0 Discontinued operations and restructuring(2) 1.3 (5.0) 11.0 (6.2) Total adjustment to reflect earnings of the Company $ 43.2 $ 20.2 $ 175.0 $ 28.6 Less: Tax effect of above adjustments(1) (16.6) (9.4) (66.9) (12.0) Less: ENI tax normalization(3) 70.9 2.8 68.6 2.1 Economic net income $ 48.7 $ 38.9 $ 180.9 $ 145.1 Net interest (income) expense 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 Adjusted EBITDA $ 79.4 $ 57.5 $ 281.9 $ 208.5 19 i. Exclude non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees ii. Exclude non-cash amortization or impairment expenses related to acquired goodwill and other intangibles, as well as the amortization of acquisition-related contingent consideration and the value of employee equity owned prior to acquisitions. Please note that the revaluations related to these acquisition-related items are included in (1) above iii. Exclude 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. Exclude gains/losses on seed capital and co- investments, as well as related financing costs v. Include cash tax benefits related to tax amortization of acquired intangibles vi. Exclude results of discontinued operations as they are not part of the ongoing business, and restructuring costs incurred in continuing operations which represent an exit from a distinct product or line of business vii. Exclude one-off tax benefits or costs unrelated to current operations ___________________________________________________________ (1) Tax-affected items for which adjustments are included in “Tax effect of above adjustments” line; taxed at 40.2% U.S. statutory rate (including state tax). (2) Included in restructuring for 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 CEO recruiting costs. (3) Includes $51.8 million related to the revaluation of the deferred tax asset deed with OM plc, offset by the $122.7 million impact of the Tax Act. 1 3 2 4 5 6 7 1 2 3 4 5 6 7


 
Reconciliation: GAAP to ENI and Components of ENI ___________________________________________________________ (1) ENI management fees correspond to U.S. GAAP management fees. (2) ENI other income is comprised of other revenue under U.S. GAAP, plus our earnings from equity-accounted Affiliates of $3.3 million and $14.5 million for the three and twelve months ended December 31, 2017, respectively; and $3.3 million and $15.1 million for the three and twelve months ended December 31, 2016, respectively. (3) Of the income from equity-accounted Affiliates, Heitman represents $2.7 million and $12.0 million for the three and twelve months ended December 31, 2017, respectively, and $2.7 million and $12.6 million for the three and twelve months ended December 31, 2016, respectively. 20 Components of ENI revenue ($ in millions) Three Months Ended December 31, Twelve Months Ended December 31, 2017 2016 2017 2016 Management fees(1) $ 233.9 $ 181.4 $ 858.0 $ 659.9 Performance fees 14.4 4.5 26.5 2.6 Other income, including equity-accounted Affiliates(2)(3) 4.0 3.9 16.2 16.0 ENI revenue $ 252.3 $ 189.8 $ 900.7 $ 678.5 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(3) 3.3 3.3 14.5 15.1 Exclude revenue from consolidated Funds attributable to non-controlling interests (0.3) (0.1) (1.7) (0.1) Other 0.1 — 0.5 — ENI revenue $ 252.3 $ 189.8 $ 900.7 $ 678.5 Components of ENI operating expense ($ in millions) Three Months Ended December 31, Twelve Months Ended December 31, 2017 2016 2017 2016 Fixed compensation & benefits $ 45.8 $ 40.7 $ 172.4 $ 146.4 General and administrative expenses 35.7 30.1 129.9 109.2 Depreciation and amortization 3.3 2.5 11.8 9.4 ENI operating expense $ 84.8 $ 73.3 $ 314.1 $ 265.0


 
21 Reconciliation: GAAP to ENI __________________________________________________________ (1) Reflects amortization of contingent purchase price 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 for the three months ended December 31, 2017 is $1.0 million related to the Heitman transaction and $0.3 million for CEO recruiting costs (general and administrative). Included in restructuring for the twelve months ended December 31, 2017 is $1.0 million related to the Heitman transaction (general and administrative) 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 $0.5 million of CEO recruiting costs (general and administrative). U.S. GAAP operating expense to ENI operating expense ($ 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 economic net income Acquisition-related consideration and pre-acquisition employee equity(1) (17.7) (17.7) (70.6) (26.5) Non-cash 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 — 0.1 — 0.1 Funds’ operating expense (1.6) (0.2) (2.4) (0.2) Less: items segregated out of U.S. GAAP operating expense Variable compensation (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 U.S. GAAP compensation expense to ENI fixed compensation and benefits expense ($ in millions) Three Months Ended December 31, Twelve Months Ended December 31, 2017 2016 2017 2016 Total U.S. GAAP compensation expense $ 184.4 $ 125.3 $ 682.8 $ 397.4 Acquisition-related consideration and pre-acquisition employee equity(1) (17.7) (17.7) (70.6) (26.5) Non-cash key employee-owned equity and profit interest revaluations excluded from ENI (24.4) (1.7) (95.4) 7.1 Sales-based compensation reclassified to ENI general & administrative expenses (5.1) (3.7) (18.6) (17.2) Affiliate key employee distributions (21.8) (12.9) (73.1) (41.7) Compensation related to restructuring expenses(2) — — (9.3) — Variable compensation (69.6) (48.6) (243.4) (172.7) ENI fixed compensation and benefits $ 45.8 $ 40.7 $ 172.4 $ 146.4


 
U.S. GAAP general and administrative expense to ENI general and administrative expense ($ in millions) Three Months Ended December 31, Twelve Months Ended December 31, 2017 2016 2017 2016 U.S. GAAP general and administrative expense $ 32.0 $ 26.6 $ 112.9 $ 98.3 Sales-based compensation 5.1 3.7 18.6 17.2 Capital transaction costs — (0.3) — (6.4) Restructuring costs(1) (1.3) — (1.5) — Additional ENI adjustments (0.1) 0.1 (0.1) 0.1 ENI general and administrative expense $ 35.7 $ 30.1 $ 129.9 $ 109.2 U.S. GAAP operating income to ENI operating earnings and ENI earnings after Affiliate key employee distributions ($ in millions) Three Months Ended December 31, Twelve Months Ended December 31, 2017 2016 2017 2016 U.S. GAAP operating income $ 26.3 $ 30.4 $ 71.0 $ 155.6 Include investment return on equity-accounted Affiliates 3.3 3.3 14.5 15.1 Exclude the impact of: Affiliate key employee-owned equity and profit interest revaluations 24.4 1.7 95.4 (7.1) Amortization of acquired intangible assets, acquisition-related consideration 19.4 19.3 77.2 29.1 Capital transaction costs — 0.3 — 6.4 Restructuring costs(1) 1.3 — 10.8 — Other 0.1 (0.1) 0.5 (0.1) Affiliate key employee distributions 21.8 12.9 73.1 41.7 Variable compensation 69.6 48.6 243.4 172.7 Funds’ operating (income) loss 1.3 0.1 0.7 0.1 ENI earnings before variable compensation 167.5 116.5 586.6 413.5 Less: ENI variable compensation (69.6) (48.6) (243.4) (172.7) ENI operating earnings 97.9 67.9 343.2 240.8 Less: ENI Affiliate key employee distributions (21.8) (12.9) (73.1) (41.7) ENI earnings after Affiliate key employee distributions $ 76.1 $ 55.0 $ 270.1 $ 199.1 22 Reconciliation: GAAP to ENI __________________________________________________________ (1) Included in restructuring for the three months ended December 31, 2017 is $1.0 million related to the Heitman transaction and $0.3 million for CEO recruiting costs (general administrative). Included in restructuring for the twelve months ended December 31, 2017 is $1.0 million related to the Heitman transaction (general and administrative) 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 CEO recruiting costs (general administrative).


 
23 _______________________________________________________ (1) Pre-tax economic net income is shown before intercompany interest and tax expense. (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 $3 million related to newly enacted U.K. Taxes (4) The economic net income effective tax rate is calculated by dividing the tax on economic net income by pre-tax economic net income. Calculation of ENI Effective Tax Rate Calculation of ENI Effective Tax Rate ($ 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%


 
Definitions and Additional Notes 24 References to “OMAM” or the “Company” refer to OM Asset Management plc; references to “OM plc” refer to Old Mutual plc, the Company’s former parent; references to the “Center” refer to the holding company excluding the Affiliates; references to "Landmark" refer to Landmark Partners, LLC, acquired by the Company in August 2016. OMAM operates its business through seven boutique asset management firms (the “Affiliates”). OMAM’s distribution activities are conducted in various jurisdictions through affiliated companies in accordance with local regulatory requirements. The Company uses a non-GAAP performance measure referred to as economic net income (“ENI”) to represent its view of the underlying economic earnings of the business. ENI is used to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine Affiliate variable compensation and equity distributions, and incentivize management. The Company’s ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP. The Company re-categorizes certain line items on the income statement to:  • exclude the effect of Funds consolidation by removing the portion of Fund revenues, expenses and investment return which were not attributable to our 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.   The Company also makes the following adjustments to U.S. GAAP results to more closely reflect its economic results by: i. excluding non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees. These ownership interests may in certain circumstances be repurchased by OMAM at a value based on a pre-determined fixed multiple of trailing earnings and as such this value is carried on the Company’s balance sheet as a liability. Non-cash movements in the value of this liability are treated as compensation expense under U.S. GAAP. However, any equity or profit interests repurchased by OMAM can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. ii. excluding non-cash amortization or impairment expenses related to acquired goodwill and other intangibles as these are non-cash charges that do not result in an outflow of tangible economic benefits from the business. It also excludes the amortization of acquisition-related contingent consideration, as well as the value of employee equity owned pre-acquisition, as occurred as a result of the Landmark transaction, where such items have been included in compensation expense as a result of ongoing service requirements for certain employees. Please note that the revaluations related to these acquisition-related items are included in (i) above. 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.


 
The Company adjusts its income tax expense to reflect any tax impact of its ENI adjustments.  Please see Slide 19 for a reconciliation of U.S. GAAP net income attributable to controlling interests to economic net income. Adjusted EBITDA   Adjusted EBITDA is defined as economic net income before interest, income taxes, depreciation and amortization. The Company notes that its calculation of Adjusted EBITDA may not be consistent with Adjusted EBITDA as calculated by other companies. The Company believes Adjusted EBITDA is a useful liquidity metric because it indicates the Company’s ability to make further investments in its business, service debt and meet working capital requirements. Please see Slide 19 for a reconciliation of U.S. GAAP net income attributable to controlling interests to ENI and Adjusted EBITDA. Methodologies for calculating investment performance(1):   Revenue-weighted investment performance measures the percentage of management fee revenue generated by Affiliate strategies which are beating benchmarks. It calculates each strategy’s percentage weight by taking its estimated composite revenue over total composite revenues in each period, then sums the total percentage of revenue for strategies outperforming.   Equal-weighted investment performance measures the percentage of Affiliates’ scale strategies (defined as strategies with greater than $100 million of AUM) beating benchmarks. Each outperforming strategy over $100 million has the same weight; the calculation sums the number of strategies outperforming relative to the total number of composites over $100 million.   Asset-weighted investment performance measures the percentage of AUM in strategies beating benchmarks. It calculates each strategy’s percentage weight by taking its composite AUM over total composite AUM in each period, then sums the total percentage of AUM for strategies outperforming.   ENI operating earnings 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. It differs from economic net income because it does not include the effects of Affiliate key employee distributions, net interest expense or income tax expense. ENI operating margin  The ENI operating margin, which is calculated before Affiliate key employee distributions, is used by management and is useful to investors to evaluate the overall operating margin of the business without regard to our various ownership levels at each of the Affiliates. ENI operating margin is a non-GAAP efficiency measure, calculated based on ENI operating earnings divided by ENI revenue. The ENI operating margin is most comparable to our U.S. GAAP operating margin. ENI management fee revenue ENI Management fee revenue corresponds to U.S. GAAP management fee revenue.   ENI operating expense ratio The ENI operating expense ratio is used by management and is useful to investors to evaluate the level of operating expense as measured against our recurring management fee revenue. We have provided this ratio since many operating expenses, including fixed compensation & benefits and general and administrative expense, are generally linked to the overall size of the business. We track this ratio as a key measure of scale economies at OMAM because in our profit sharing economic model, scale benefits both the Affiliate employees and OMAM shareholders. Definitions and Additional Notes 25 ___________________________________________________________ (1) Barrow Hanley’s Windsor II Large Cap Value account AUM and return are separated from Barrow Hanley’s Large Cap Value composite in revenue-weighted, equal-weighted and asset- weighted outperformance percentage calculations.


 
ENI earnings before variable compensation ENI earnings before variable compensation is calculated as ENI revenue, less ENI operating expense. ENI variable compensation ratio The ENI variable compensation ratio is calculated as variable compensation divided by ENI earnings before variable compensation. It is used by management and is useful to investors to evaluate consolidated variable compensation as measured against our ENI earnings before variable compensation. Variable compensation is usually awarded based on a contractual percentage of each Affiliate’s ENI earnings before variable compensation and may be paid in the form of cash or non-cash Affiliate equity or profit interests. Center variable compensation includes cash and OMAM equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period. The variable compensation ratio at each Affiliate will typically be between 25% and 35%. ENI Affiliate key employee distribution ratio The Affiliate key employee distribution ratio is calculated as Affiliate key employee distributions divided by ENI operating earnings. The ENI Affiliate key employee distribution ratio is used by management and is useful to investors to evaluate Affiliate key employee distributions as measured against our ENI operating earnings. Affiliate key employee distributions represent the share of Affiliate profits after variable compensation that is attributable to Affiliate key employee equity and profit interests holders, according to their ownership interests. At certain Affiliates, OMUS is entitled to an initial preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions, whereas for profits above the threshold the key employee distribution amount would be calculated based on the key employee economic percentages, which range from approximately 20% to 40% at our consolidated Affiliates.   U.S. GAAP operating margin U.S. GAAP operating margin equals operating income from continuing operations divided by total revenue. Consolidated Funds Financial information presented in accordance with U.S. GAAP may include the results of consolidated pooled investment vehicles, or Funds, managed by our Affiliates, where it has been determined that these entities are controlled by the Company. Financial results which are “attributable to controlling interests” exclude the impact of Funds to the extent it is not attributable to our shareholders.   Annualized revenue impact of net flows (“NCCF”) Annualized revenue impact of net flows represents the difference between annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts, less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts, including equity-accounted Affiliates. Annualized revenue is calculated by multiplying the annual gross fee rate for the relevant account by the net assets gained in the account in the event of a positive flow or the net assets lost in the account in the event of an outflow and is designed to provide investors with a better indication of the potential financial impact of net client cash flows.   Hard asset disposals Net flows include hard asset disposals and fund distributions made by OMAM’s Affiliates.  This category is made up of investment-driven asset dispositions by Landmark, investing in real estate funds and secondary private equity; Heitman, a real estate manager; or Campbell, a timber manager. Derived average weighted NCCF Derived average weighted NCCF reflects the implied NCCF if annualized revenue represents asset flows at the weighted fee rate for OMAM overall (i.e. 39.3 bps in Q4 ‘17). For example, NCCF annualized revenue impact of $6.8 million divided by the average weighted fee rate of OMAM’s overall AUM of 39.3 bps equals the derived average weighted NCCF of $1.7 billion. n/m “Not meaningful.” Definitions and Additional Notes 26