Acadian Asset Management Inc. 10-Q

Item 1. Financial Statements. BrightSphere Investment Group Inc. Condensed Consolidated Balance Sheets (in millions, except for share and per share data, unaudited) September 30, 2020 December 31, 2019 Assets Cash and cash equivalents $ 129.8 $ 111.3 Investment advisory fees receivable 101.1 151.9 Income taxes receivable 24.7 26.2 Fixed assets, net 71.8 65.8 Right of use assets 93.7 37.7 Investments (includes balances reported at fair value of $ 114.7 and $ 184.3 ) 116.5 186.3 Acquired intangibles, net 60.0 65.1 Goodwill 182.1 274.6 Other assets 56.5 52.0 Deferred tax assets 212.7 243.6 Assets held for sale: Affiliate assets held for sale 151.0 — Assets of consolidated Funds: Cash and cash equivalents, restricted 1.1 9.7 Investments (includes balances reported at fair value of $ 0.0 and $ 119.5 ) 101.9 190.6 Other assets — 4.9 Consolidated Funds’ assets held for sale 114.3 — Total assets $ 1,417.2 $ 1,419.7 Liabilities and stockholders’ equity Accounts payable and accrued expenses $ 27.2 $ 41.5 Accrued incentive compensation 120.7 137.8 Due to OM plc 3.4 3.7 Other compensation liabilities 313.5 404.9 Accrued income taxes 13.0 12.8 Operating lease liabilities 110.0 42.5 Other liabilities 3.3 3.1 Debt: Non-recourse borrowings — 35.0 Third party borrowings 474.2 533.8 Liabilities held for sale: Affiliate liabilities held for sale 80.4 — Liabilities of consolidated Funds: Accounts payable and accrued expenses — 5.2 Securities sold, not yet purchased, at fair value — 0.9 Other liabilities — 0.1 Consolidated Funds’ liabilities held for sale 0.1 — Total liabilities 1,145.8 1,221.3 Commitments and contingencies Redeemable non-controlling interests in consolidated Funds 85.6 83.9 Equity: Common stock (par value $ 0.001 ; 80,117,415 and 85,886,371 shares, respectively, issued) 0.1 0.1 Additional paid-in capital 501.2 534.3 Retained deficit ( 373.7 ) ( 452.5 ) Accumulated other comprehensive loss ( 16.2 ) ( 17.5 ) Non-controlling interests 1.4 1.3 Non-controlling interests in consolidated Funds 73.0 48.8 Total equity and redeemable non-controlling interests in consolidated Funds 271.4 198.4 Total liabilities and equity $ 1,417.2 $ 1,419.7 See Notes to Condensed Consolidated Financial Statements 4 Table of Contents BrightSphere Investment Group Inc. Condensed Consolidated Statements of Operations (in millions except for per share data, unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue: Management fees $ 178.2 $ 196.4 $ 527.4 $ 609.8 Performance fees 1.2 ( 1.9 ) 2.5 ( 6.9 ) Other revenue 1.6 1.4 5.2 4.3 Consolidated Funds’ revenue 1.4 1.9 4.6 4.9 Total revenue 182.4 197.8 539.7 612.1 Operating expenses: Compensation and benefits 109.7 108.0 284.0 332.8 General and administrative expense 25.4 31.7 77.6 95.3 Impairment of goodwill — — 16.4 — Amortization of acquired intangibles 1.6 1.6 5.1 4.9 Depreciation and amortization 5.2 4.4 15.6 12.2 Consolidated Funds’ expense — 0.2 0.2 0.4 Total operating expenses 141.9 145.9 398.9 445.6 Operating income 40.5 51.9 140.8 166.5 Non-operating income and (expense): Investment income (loss) 3.9 2.3 ( 3.2 ) 11.4 Interest income — 0.4 0.5 1.8 Interest expense ( 6.9 ) ( 8.3 ) ( 22.1 ) ( 24.1 ) Gain on sale of Affiliate 7.2 — 7.2 — Net consolidated Funds’ investment gains 2.1 4.7 20.5 13.8 Total non-operating income (loss) 6.3 ( 0.9 ) 2.9 2.9 Income from continuing operations before taxes 46.8 51.0 143.7 169.4 Income tax expense (benefit) 12.8 ( 32.0 ) 33.7 3.7 Income from continuing operations 34.0 83.0 110.0 165.7 Gain (loss) on disposal of discontinued operations, net of tax — — — — Net income 34.0 83.0 110.0 165.7 Net income (loss) attributable to non-controlling interests in consolidated Funds ( 3.2 ) 7.6 21.3 9.6 Net income attributable to controlling interests $ 37.2 $ 75.4 $ 88.7 $ 156.1 Earnings per share (basic) attributable to controlling interests $ 0.46 $ 0.84 $ 1.08 $ 1.68 Earnings per share (diluted) attributable to controlling interests 0.46 0.84 1.08 1.68 Continuing operations earnings per share (basic) attributable to controlling interests 0.46 0.84 1.08 1.68 Continuing operations earnings per share (diluted) attributable to controlling interests 0.46 0.84 1.08 1.68 Weighted average common stock outstanding 80.0 90.0 81.8 93.0 Weighted average diluted common stock outstanding 80.9 90.0 82.1 93.1 See Notes to Condensed Consolidated Financial Statements 5 Table of Contents BrightSphere Investment Group Inc. Condensed Consolidated Statements of Comprehensive Income (in millions, unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income $ 34.0 $ 83.0 $ 110.0 $ 165.7 Other comprehensive income (loss): Amortization related to derivative securities, net of tax 0.6 0.6 1.7 1.8 Foreign currency translation adjustment 1.4 ( 0.8 ) ( 0.4 ) ( 0.9 ) Total other comprehensive income (loss) 2.0 ( 0.2 ) 1.3 0.9 Comprehensive income (loss) attributable to non-controlling interests in consolidated Funds ( 3.2 ) 7.6 21.3 9.6 Total comprehensive income attributable to controlling interests $ 39.2 $ 75.2 $ 90.0 $ 157.0 See Notes to Condensed Consolidated Financial Statements 6 Table of Contents BrightSphere Investment Group Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity For the three months ended September 30, 2020 and 2019 ($ in millions except share data, unaudited) Common stock (millions) Common stock, par value Additional paid-in capital Retained earnings (deficit) Accumulated other comprehensive income (loss) Total stockholders’ equity Non- controlling interests Non-controlling interests in consolidated Funds Total equity Redeemable non-controlling interests in consolidated Funds Total equity and redeemable non-controlling interests in consolidated Funds June 30, 2019 91.6 $ 0.1 $ 585.2 $ ( 578.2 ) $ ( 19.8 ) ( 12.7 ) $ 1.8 $ 32.7 $ 21.8 $ 81.8 $ 103.6 Repurchase of common stock ( 2.8 ) — ( 25.5 ) — — ( 25.5 ) — — ( 25.5 ) — ( 25.5 ) Capital contributions (redemptions) — — — — — — — 0.9 0.9 ( 1.0 ) ( 0.1 ) Equity-based compensation — — 0.7 — — 0.7 — — 0.7 — 0.7 Foreign currency translation adjustment — — — — ( 0.8 ) ( 0.8 ) — — ( 0.8 ) — ( 0.8 ) Amortization related to derivatives securities, net of tax — — — — 0.6 0.6 — — 0.6 — 0.6 Other changes in non-controlling interests — — — — — — 0.1 — 0.1 — 0.1 Dividends ($ 0.10 per share) — — — ( 8.9 ) — ( 8.9 ) — — ( 8.9 ) — ( 8.9 ) Net income — — — 75.4 — 75.4 — 6.5 81.9 1.1 83.0 September 30, 2019 88.8 $ 0.1 $ 560.4 $ ( 511.7 ) $ ( 20.0 ) $ 28.8 $ 1.9 $ 40.1 $ 70.8 $ 81.9 $ 152.7 June 30, 2020 80.1 $ 0.1 $ 500.6 $ ( 410.1 ) $ ( 18.2 ) $ 72.4 $ 1.4 $ 78.8 $ 152.6 $ 79.9 $ 232.5 Issuance of common stock — — 0.2 — — 0.2 — — 0.2 — 0.2 Repurchase of common stock — — — — — — — — — — — Capital contributions — — — — — — — 0.3 0.3 129.7 130.0 Equity-based compensation — — 0.4 — — 0.4 — — 0.4 — 0.4 Foreign currency translation adjustment — — — — 1.4 1.4 — — 1.4 — 1.4 Amortization related to derivative securities, net of tax — — — — 0.6 0.6 — — 0.6 — 0.6 Other changes in non-controlling interests — — — — — — — — — — — Net de-consolidation of Funds — — — — — — — — ( 126.8 ) ( 126.8 ) Dividends ($ 0.01 per share) — — — ( 0.8 ) — ( 0.8 ) — — ( 0.8 ) — ( 0.8 ) Net income — — — 37.2 — 37.2 — ( 6.1 ) 31.1 2.8 33.9 September 30, 2020 80.1 $ 0.1 $ 501.2 $ ( 373.7 ) $ ( 16.2 ) $ 111.4 $ 1.4 $ 73.0 $ 185.8 $ 85.6 $ 271.4 See Notes to Condensed Consolidated Financial Statements 7 Table of Contents BrightSphere Investment Group Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity For the nine months ended September 30, 2020 and 2019 ($ in millions except share data, unaudited) Common stock (millions) Common stock, par value Additional paid-in capital Retained earnings (deficit) Accumulated other comprehensive income (loss) Total stockholders’ equity Non- controlling interests Non-controlling interests in consolidated Funds Total equity Redeemable non-controlling interests in consolidated Funds Total equity and redeemable non-controlling interests in consolidated Funds December 31, 2018 105.2 $ 0.1 $ 764.6 $ ( 640.5 ) $ ( 20.9 ) 103.3 $ 1.6 $ 29.3 $ 134.2 $ 41.9 $ 176.1 Issuance of common stock 0.2 — — — — — — — — — — Repurchase of common stock ( 16.6 ) — ( 209.3 ) — — ( 209.3 ) — — ( 209.3 ) — ( 209.3 ) Capital contributions — — — — — — — 4.9 4.9 36.3 41.2 Equity-based compensation — — 5.1 — — 5.1 — — 5.1 — 5.1 Foreign currency translation adjustment — — — — ( 0.9 ) ( 0.9 ) — — ( 0.9 ) — ( 0.9 ) Amortization related to derivatives securities, net of tax — — — — 1.8 1.8 — — 1.8 — 1.8 Other changes in non-controlling interests — — — — — — 0.3 — 0.3 — 0.3 Dividends ($ 0.30 per share) — — — ( 27.3 ) — ( 27.3 ) — — ( 27.3 ) — ( 27.3 ) Net income — — — 156.1 — 156.1 — 5.9 162.0 3.7 165.7 September 30, 2019 88.8 $ 0.1 $ 560.4 $ ( 511.7 ) $ ( 20.0 ) $ 28.8 $ 1.9 $ 40.1 $ 70.8 $ 81.9 $ 152.7 December 31, 2019 85.9 $ 0.1 $ 534.3 $ ( 452.5 ) $ ( 17.5 ) $ 64.4 $ 1.3 $ 48.8 $ 114.5 $ 83.9 $ 198.4 Issuance of common stock 0.1 — 0.2 — — 0.2 — — 0.2 — 0.2 Retirement of common stock ( 0.2 ) — — — — — — — — — — Repurchase of common stock ( 5.7 ) — ( 35.3 ) — — ( 35.3 ) — — ( 35.3 ) — ( 35.3 ) Capital contributions — — — — — — — 1.4 1.4 130.1 131.5 Equity-based compensation — — 2.0 — — 2.0 — — 2.0 — 2.0 Foreign currency translation adjustment — — — — ( 0.4 ) ( 0.4 ) — — ( 0.4 ) — ( 0.4 ) Amortization related to derivative securities, net of tax — — — — 1.7 1.7 — — 1.7 — 1.7 Other changes in non-controlling interests — — — — — — 0.1 — 0.1 — 0.1 Net de-consolidation of Funds — — — — — — — — — ( 126.8 ) ( 126.8 ) Dividends ($ 0.12 per share) — — — ( 9.9 ) — ( 9.9 ) — — ( 9.9 ) — ( 9.9 ) Net income (loss) — — — 88.7 — 88.7 — 22.8 111.5 ( 1.6 ) 109.9 September 30, 2020 80.1 $ 0.1 $ 501.2 $ ( 373.7 ) $ ( 16.2 ) $ 111.4 $ 1.4 $ 73.0 $ 185.8 $ 85.6 $ 271.4 See Notes to Condensed Consolidated Financial Statements 8 Table of Contents BrightSphere Investment Group Inc. Condensed Consolidated Statements of Cash Flows (in millions, unaudited) Nine Months Ended September 30, 2020 2019 Cash flows from operating activities: Net income $ 110.0 $ 165.7 Less: Net income attributable to non-controlling interests in consolidated Funds ( 21.3 ) ( 9.6 ) Adjustments to reconcile net income to net cash flows from operating activities from continuing operations: Impairment of goodwill 16.4 — Amortization of acquired intangibles 5.1 4.9 (Gain) on sale of Affiliate ( 7.2 ) — Depreciation and other amortization 15.6 12.2 Amortization of debt-related costs 3.2 2.6 Amortization and revaluation of non-cash compensation awards ( 17.4 ) 6.3 Net earnings from Affiliate accounted for using the equity method ( 2.2 ) ( 2.1 ) Distributions received from equity method Affiliate 2.2 2.3 Deferred income taxes 30.1 7.6 (Gains) losses on other investments 1.7 ( 26.3 ) Changes in operating assets and liabilities (excluding discontinued operations): Decrease in investment advisory fees receivable 26.2 12.2 Increase in other receivables, prepayments, deposits and other assets ( 2.6 ) ( 8.8 ) Decrease in accrued incentive compensation, operating lease liabilities and other liabilities ( 5.9 ) ( 262.8 ) Decrease in accounts payable, accrued expenses and accrued income taxes ( 9.2 ) ( 54.1 ) Net cash flows from operating activities of continuing operations, excluding consolidated Funds 144.7 ( 149.9 ) Net income attributable to non-controlling interests in consolidated Funds 21.3 9.6 Adjustments to reconcile net income (loss) attributable to non-controlling interests in consolidated Funds to net cash flows from operating activities from continuing operations of consolidated Funds: Losses on other investments 11.3 6.1 Purchase of investments ( 98.2 ) ( 161.1 ) Sale of investments 66.7 122.1 Earnings from equity method investees ( 28.1 ) ( 11.2 ) (Increase) decrease in receivables and other assets ( 28.7 ) 4.8 Increase (decrease) in accounts payable and other liabilities 3.0 ( 4.0 ) Net cash flows from operating activities of continuing operations of consolidated Funds ( 52.7 ) ( 33.7 ) Net cash flows from operating activities of continuing operations 92.0 ( 183.6 ) Net cash flows from operating activities of discontinued operations — — Total net cash flows from operating activities 92.0 ( 183.6 ) Cash flows from investing activities: Additions of fixed assets ( 22.5 ) ( 26.7 ) Purchase of investment securities ( 13.9 ) ( 18.0 ) Sale of investment securities 62.9 40.1 Cash flows from investing activities of consolidated Funds Contributions in equity method investees ( 1.9 ) ( 8.0 ) Distributions received from equity method investees 1.3 3.8 Deconsolidation of Funds ( 86.0 ) — Net cash flows from investing activities of continuing operations ( 60.1 ) ( 8.8 ) Net cash flows from investing activities of discontinued operations — — Total net cash flows from investing activities ( 60.1 ) ( 8.8 ) See Notes to Condensed Consolidated Financial Statements 9 Table of Contents BrightSphere Investment Group Inc. Condensed Consolidated Statements of Cash Flows (in millions, unaudited) Nine Months Ended September 30, 2020 2019 Cash flows from financing activities: Proceeds from third party and non-recourse borrowings 80.0 485.0 Repayment of third party and non-recourse borrowings ( 175.0 ) ( 275.0 ) Payment for debt issuance costs — ( 1.8 ) Payment to OM plc for DTA Deed — ( 32.7 ) Payment to OM plc for co-investment redemptions ( 0.3 ) ( 5.1 ) Dividends paid to stockholders ( 6.7 ) ( 18.8 ) Dividends paid to related parties ( 3.3 ) ( 8.6 ) Repurchases of common stock ( 35.3 ) ( 212.6 ) Cash flows from financing activities of consolidated Funds Non-controlling interest capital raised 1.9 8.0 Non-controlling interest capital redeemed ( 0.4 ) ( 3.1 ) Redeemable non-controlling interest capital raised 131.2 38.0 Redeemable non-controlling interest capital redeemed ( 1.1 ) ( 1.7 ) Net cash flows from financing activities of continuing operations ( 9.0 ) ( 28.4 ) Net cash flows from financing activities of discontinued operations — — Total net cash flows from financing activities ( 9.0 ) ( 28.4 ) Effect of foreign exchange rate changes on cash and cash equivalents — — Net increase (decrease) in cash and cash equivalents, including cash classified within assets held for sale 22.9 ( 220.8 ) Less: net (increase) in cash classified within Affiliate assets held for sale ( 12.2 ) — Less: net (increase) in cash classified within Consolidated funds' assets held for sale ( 0.8 ) — Net increase (decrease) in cash and cash equivalents 9.9 ( 220.8 ) Cash and cash equivalents at beginning of period 121.0 345.5 Cash and cash equivalents at end of period (including cash at consolidated Funds classified as restricted) $ 130.9 $ 124.7 Supplemental disclosure of cash flow information: Interest paid (excluding consolidated Funds) $ 22.3 $ 24.8 Income taxes paid 4.1 41.6 Supplemental disclosure of non-cash investing and financing transactions: Payable for securities purchased by a consolidated Fund $ — $ 7.4 See Notes to Condensed Consolidated Financial Statements 10 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1) Organization and Description of the Business BrightSphere Investment Group Inc. (“BrightSphere”, “BSIG” or the “Company”), through its subsidiaries, is a global asset management company with interests in a diverse group of investment management firms (the “Affiliates”) individually headquartered in the United States. The Company provides investment management services globally to predominantly institutional investors, in asset classes that include U.S. and global equities, fixed income, alternative assets, forestry and secondary strategies focused in real estate and private equity. Fees for services are largely asset-based and, as a result, the Company’s revenue fluctuates based on the performance of financial markets and investors’ asset flows in and out of the Company’s products. The Company’s Affiliates are organized as limited liability companies. The Company generally utilizes a profit-sharing model in structuring its compensation and ownership arrangements with its Affiliates. The Affiliates’ variable compensation is generally based on each firm’s profitability. BSIG and Affiliate key employees share in profits after variable compensation according to their respective ownership interests. The profit-sharing model results in the alignment of BSIG and Affiliate key employee economic interests, which is critical to the Company’s talent management strategy and long-term growth of the business. The Company conducts its operations through the following three reportable segments: • Quant & Solutions —comprised of versatile, often highly-tailored strategies that leverage data and technology in a computational, factor based investment process across a range of asset classes and geographies, including Global, non-U.S., emerging markets and managed volatility equities, as well as multi-asset products. • Alternatives —comprised of illiquid and differentiated liquid investment strategies that include private equity, real estate and real assets, including forestry, as well as a growing suite of liquid alternative capabilities in areas such as long/short, market neutral and absolute return. • Liquid Alpha (1) —comprised of specialized investment strategies with a focus on alpha-generation across market cycles in long-only small-, mid-, and large-cap U.S., global, non-U.S. and emerging markets equities, as well as fixed income. (1) In July 2020, the Company completed the sale of Copper Rock Capital Partners LLC (“Copper Rock”) and announced the divestiture of Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”). See Note 3, Divestitures and Assets and Liabilities Held for Sale for further discussion of divestitures and Affiliate assets and liabilities held for sale. Prior to 2014, the Company was a wholly-owned subsidiary of Old Mutual plc (“OM plc”), an international long-term savings, protection and investment group, listed on the London Stock Exchange. On October 15, 2014, the Company completed the initial public offering (the “Offering”) by OM plc pursuant to the Securities Act of 1933, as amended. Additionally, between the Offering and February 25, 2019, the Company, OM plc and/or HNA Capital U.S. (“HNA”) completed a series of transactions in the Company’s shares, including a two-step transaction announced on March 25, 2017 for a sale by OM plc of a 24.95 % shareholding in the Company to HNA and a two-step transaction announced on November 19, 2018 for a sale of the substantial majority of the ordinary shares held by HNA of the Company to Paulson & Co. (“Paulson”). On February 25, 2019, this transaction was completed and Paulson held approximately 21.7 % of the ordinary shares of the Company. The remaining shares held by HNA were bought back by the Company in the first quarter of 2019. 11 BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1) Organization and Description of the Business (cont.) On July 12, 2019, the BrightSphere corporate group, which consisted of BrightSphere Investment Group plc, a public company limited by shares incorporated under the laws of England and Wales and its operating subsidiaries (such operating subsidiaries and the holding company collectively, the “BrightSphere Group”), completed a redomestication, resulting in BrightSphere Investment Group Inc., a Delaware corporation, becoming the publicly traded parent company of BrightSphere Group (the “Redomestication”). The scheme of arrangement pursuant to which the Redomestication was effected was approved by the Company’s shareholders and the High Court of Justice of England and Wales. Effective as of the close of business on July 12, 2019, all issued ordinary shares of BrightSphere Investment Group plc were exchanged on a one-for-one basis for newly issued shares of common stock of BrightSphere Investment Group Inc. As a result, all outstanding shareholders of BrightSphere Investment Group plc became common stockholders of BrightSphere Investment Group Inc. The common stock of BrightSphere Investment Group Inc. began trading on July 15, 2019, and the Company’s trading symbol on the NYSE remained unchanged as “BSIG.” For the three months ended September 30, 2020, the Company did no t repurchase any shares of common stock. For the nine months ended September 30, 2020, the Company repurchased 5,667,962 shares of common stock at an average price of $ 6.20 per share, or approximately $ 35.3 million in total, including commissions. 2) Basis of Presentation and Significant Accounting Policies The Company’s significant accounting policies are as follows: Basis of presentation These unaudited Condensed Consolidated Financial Statements reflect the historical balance sheets, statements of operations and of comprehensive income, statements of changes in stockholders’ equity and statements of cash flows of the Company. Within these Condensed Consolidated Financial Statements, OM plc, HNA, Paulson and their related entities, as defined above, are referred to as “related parties.” The Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation of the Company’s Condensed Consolidated Financial Statements have been included. All dollar amounts, except per-share data in the text and tables herein, are stated in millions unless otherwise indicated. Transactions between the Company and its related parties are included in the Condensed Consolidated Financial Statements, however, material intercompany balances and transactions among the Company, its consolidated Affiliates and consolidated Funds are eliminated in consolidation. As a result of the Redomestication on July 12, 2019, discussed in Note 1, the Company revised its equity accounts to reflect a U.S. domiciled company presentation on the Condensed Consolidated Statements of Changes in Stockholders’ equity and the Condensed Consolidated Balance Sheets for all periods presented. The previously issued ordinary shares of BrightSphere Investment Group plc were exchanged on a one-for-one basis for newly issued shares of common stock of BrightSphere Investment Group Inc. The Redomestication and related internal reorganization was accounted for consistent with a reorganization of entities under common control in accordance with ASC 805 Business Combinations . Accordingly, the transfer of the assets and liabilities and exchange of shares was recorded in the new entity (BrightSphere Investment Group Inc.) at their carrying amounts from the transferring entity (BrightSphere Investment Group plc) at the date of transfer. 12 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 2) Basis of Presentation and Significant Accounting Policies (cont.) On July 26, 2020, the Company and Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”) entered into a purchase and sale agreement with Perpetual U.S. Holdings Company Inc. (“Perpetual”), pursuant to which Perpetual agreed to purchase all of the Company’s interests in Barrow Hanley in exchange for $ 319 million of cash consideration, on a cash-free, debt-free basis, subject to certain customary closing and post-closing adjustments. The assets and liabilities of Barrow Hanley have been classified as held for sale as the criteria for held for sale accounting treatment was met and are presented separately in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2020. See Note 3, Divestitures and Assets and Liabilities Held for Sale, in these Notes for additional information. Certain disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (annual report on Form 10-K) are not required to be included on an interim basis in the Company’s quarterly reports on Form 10-Q. The Company has condensed or omitted these disclosures. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 2, 2020. The Company’s significant accounting policies, which have been consistently applied, are summarized in those financial statements. Use of estimates The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The three and nine months ended September 30, 2020 were characterized by heightened uncertainty due to the COVID-19 pandemic which could impact estimates and assumptions made by management. Actual results could differ from such estimates, and the differences may be material to the Condensed Consolidated Financial Statements. Recently adopted accounting standards In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). This standard modifies the disclosure requirements on fair value measurements and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the standard on January 1, 2020. Notably, this guidance removes the disclosure requirements for the valuation processes for Level III fair value measurements. This guidance also adds new disclosure requirements for the range and weighted average of significant unobservable inputs used to develop fair value measurements categorized within Level III of the fair value hierarchy. The Company has determined that the adoption of this standard did not have a material impact on its Condensed Consolidated Financial Statements and related disclosures. New accounting standards not yet adopted The Company has considered all other newly issued accounting guidance that is applicable to the Company’s operations and the preparation of the unaudited Condensed Consolidated Financial Statements, including those that have not yet been adopted. The Company does not believe that any such guidance has or will have a material effect on its Condensed Consolidated Financial Statements and related disclosures. 13 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 3) Divestitures and Assets and Liabilities Held for Sale Divestiture Copper Rock Capital Partners LLC On July 24, 2020 BrightSphere completed the sale of all of its equity interests in Copper Rock to Spouting Rock Asset Management LLC. The Company recognized a pre-tax gain of $ 7.2 million during the three and nine months ended September 30, 2020, respectively. Assets and Liabilities Held for Sale Barrow Hanley On July 26, 2020, the Company and Barrow Hanley entered into a purchase and sale agreement with Perpetual, pursuant to which Perpetual agreed to purchase all of the Company’s interests in Barrow Hanley in exchange for $ 319 million of cash consideration, on a cash-free, debt-free basis, subject to certain customary closing and post-closing adjustments. The assets and liabilities of Barrow Hanley have been classified as held for sale as the criteria for held for sale accounting treatment was met and are presented separately in the Company’s Condensed Consolidated Balance Sheet. As of September 30, 2020, the Company had assets of $ 151.0 million and liabilities of $ 80.4 million of Barrow Hanley classified as held for sale. The transaction is expected to close in the fourth quarter of 2020. Operational information for Barrow Hanley is included in the Company’s Liquid Alpha segment for the three and nine months ended September 30, 2020 and 2019, respectively. Barrow Hanley’s income from continuing operations before taxes was $ 9.6 million and $ 20.4 million for the three months ended September 30, 2020 and 2019, respectively. Barrow Hanley’s income from continuing operations before taxes was $ 33.1 million and $ 60.5 million for the nine months ended September 30, 2020 and 2019, respectively. The Company also holds seed investments of $ 17.1 million in Barrow Hanley’s investment products as of September 30, 2020 which will be redeemed upon consummation of the sale. The major classes of assets and liabilities comprising the Affiliate classified as held for sale are as follows at September 30, 2020 (in millions): 14 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 3) Divestitures and Assets Held for Sale (cont.) September 30, 2020 Cash and cash equivalents $ 12.2 Investment advisory fees receivable 21.5 Investments, at fair value 27.0 Goodwill 76.1 Right of use assets 12.4 Other Assets 1.8 Affiliate assets held for sale $ 151.0 Accounts payable and accrued expenses $ 3.0 Accrued incentive compensation 8.3 Other compensation liabilities 56.4 Operating lease liabilities 12.7 Affiliate liabilities held for sale $ 80.4 Consolidated Funds The Barrow Hanley purchase and sale agreement provides for the redemption of all of the Company’s seed investments with Barrow Hanley. The redemption will result in the deconsolidation of consolidated Funds considered to be VIEs. The assets and liabilities of the consolidated Funds have been classified as held for sale as the criteria for held for sale accounting treatment was met and are presented separately in the Company’s Condensed Consolidated Balance Sheet. As of September 30, 2020, the Company had assets of $ 114.3 million and liabilities of $ 0.1 million for consolidated Funds classified as held for sale. The transaction is expected to close in the fourth quarter of 2020. The consolidated Funds’ operational information is included in the Company’s Statement of Operations for the three and nine months ended September 30, 2020 and 2019. The consolidated Funds’ income from continuing operations was $ 4.7 million and $ 1.0 million for the three months ended September 30, 2020 and 2019, respectively. The consolidated Funds’ income from continuing operations was $( 2.0 ) million and $ 5.4 million for the nine months ended September 30, 2020 and 2019, respectively. The major classes of assets and liabilities comprising the consolidated Funds classified as held for sale are as follows at September 30, 2020 (in millions): September 30, 2020 Cash and cash equivalents $ 0.8 Investments, at fair value 112.9 Other Assets 0.6 Consolidated Funds’ assets held for sale $ 114.3 Accounts payable and accrued expenses $ 0.1 Consolidated Funds’ liabilities held for sale $ 0.1 15 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 4) Investments Investments are comprised of the following as of the dates indicated (in millions): September 30, 2020 December 31, 2019 Investments of consolidated Funds held at fair value $ — $ 119.5 Other investments held at fair value 48.6 95.5 Investments related to long-term incentive compensation plans held at fair value 66.1 88.8 Total investments held at fair value 114.7 303.8 Equity-accounted investments in Affiliates and consolidated Funds (1) 103.7 73.1 Total investments per Condensed Consolidated Balance Sheets 218.4 376.9 Investments related to long-term incentive compensation plans of an Affiliate held for sale held at fair value (Note 3) 27.0 — Investments of consolidated Funds held for sale held at fair value (Note 3) 112.9 — Total investments held for sale 139.9 — Total investments and investments held for sale per Condensed Consolidated Balance Sheets $ 358.3 $ 376.9 (1) Equity-accounted investments in consolidated Funds is comprised of Investments in partnership interests where a portion of return includes carried interest. These investments are accounted for within the scope of ASC 323, Investments - Equity Method and Joint Ventures because the Company has determined it has significant influence. Investment income is comprised of the following for the three and nine months ended September 30 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Realized and unrealized gains (losses) on other investments held at fair value $ 2.9 $ 1.5 $ ( 5.4 ) $ 9.3 Earnings from equity-accounted investments in Affiliates 1.0 0.8 2.2 2.1 Total investment income (loss) per Condensed Consolidated Statements of Operations $ 3.9 $ 2.3 $ ( 3.2 ) $ 11.4 Investment gains (losses) on net consolidated funds is comprised of the following for the three and nine months ended September 30 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Realized and unrealized gains (losses) on consolidated Funds held at fair value $ 2.9 $ ( 0.4 ) $ ( 7.6 ) $ 2.6 Earnings from equity-accounted investments ( 0.8 ) 5.1 28.1 11.2 Total net consolidated Funds’ investment gains per Condensed Consolidated Statements of Operations $ 2.1 $ 4.7 $ 20.5 $ 13.8 16 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 5) Fair Value Measurements The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2020 (in millions): Quoted prices in active markets (Level I) Significant other observable inputs (Level II) Significant unobservable inputs (Level III) Uncategorized Total value, September 30, 2020 Assets of BSIG, consolidated Funds and assets held for sale (1) Investments in separate accounts (2) 16.5 13.0 — — 29.5 Investments related to long-term incentive compensation plans (3) 66.1 — — — 66.1 Investments in unconsolidated Funds (4) — — 2.7 16.4 19.1 BSIG total 82.6 13.0 2.7 16.4 114.7 Investments related to long-term incentive compensation plans (5) 27.0 — — — 27.0 Investments of Affiliate held for sale total (Note 3) 27.0 — — — 27.0 Common and preferred stock 5.9 — — — 5.9 Short-term investment funds 0.5 — — — 0.5 Bank loans — 106.5 — — 106.5 Investments of consolidated Funds held for sale total (Note 3) 6.4 106.5 — — 112.9 Total fair value assets $ 116.0 $ 119.5 $ 2.7 $ 16.4 $ 254.6 17 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 5) Fair Value Measurements (cont.) The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2019 (in millions): Quoted prices in active markets (Level I) Significant other observable inputs (Level II) Significant unobservable inputs (Level III) Uncategorized Total value December 31, 2019 Assets of BSIG and consolidated Funds (1) Common and preferred stock $ 9.8 $ — $ — $ — $ 9.8 Short-term investment funds 0.1 — — — 0.1 Bank loans — 109.0 — — 109.0 Derivatives 0.5 0.1 — — 0.6 Consolidated Funds total 10.4 109.1 — — 119.5 Investments in separate accounts (2) 33.2 11.1 — — 44.3 Investments related to long-term incentive compensation plans (3) 88.8 — — — 88.8 Investments in unconsolidated Funds (4) — — 3.0 48.2 51.2 BSIG total 122.0 11.1 3.0 48.2 184.3 Total fair value assets $ 132.4 $ 120.2 $ 3.0 $ 48.2 $ 303.8 Liabilities of consolidated Funds (1) Common stock $ ( 0.5 ) $ — $ — $ — $ ( 0.5 ) Derivatives ( 0.1 ) ( 0.3 ) — — ( 0.4 ) Consolidated Funds total ( 0.6 ) ( 0.3 ) — — ( 0.9 ) Total fair value liabilities $ ( 0.6 ) $ ( 0.3 ) $ — $ — $ ( 0.9 ) (1) Assets and liabilities measured at fair value are comprised of financial investments managed by the Company's Affiliates. Equity securities, including common and preferred stock, short-term investment funds, other investments and derivatives which are traded on a national securities exchange are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level I. The securities that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs obtained by the Company from independent pricing services are classified as Level II. The Company obtains prices from independent pricing services that may utilize broker quotes, but generally the independent pricing services will use various other pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. The Company has not made adjustments to the prices provided. Assets of consolidated Funds also include investments in bank loans. Interests in senior floating-rate loans for which reliable market participant quotations are readily available are valued at the average mid-point of bid and ask quotations obtained from a third party pricing service. These assets are classified as Level II. 18 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 5) Fair Value Measurements (cont.) If the pricing services are only able to (a) obtain a single broker quote or (b) utilize a pricing model, such securities are classified as Level III. If the pricing services are unable to provide prices, the Company attempts to obtain one or more broker quotes directly from a dealer or values such securities at the last bid price obtained. In either case, such securities are classified as Level III. The Company performs due diligence procedures over third party pricing vendors to understand their methodology and controls to support their use in the valuation process to ensure compliance with required accounting disclosures. (2) Investments in separate accounts of $ 29.5 million at September 30, 2020 consist of approximately 2 % of cash equivalents and 98 % of equity securities, fixed income securities, and other investments. Investments in separate accounts of $ 44.3 million at December 31, 2019 consist of approximately 3 % of cash equivalents and 97 % of equity securities, fixed income securities, and other investments. The Company values these using the published price of the underlying securities (classified as Level I) or quoted price supported by observable inputs as of the measurement date (classified as Level II). (3) Investments related to long-term incentive compensation plans of $ 66.1 million and $ 88.8 million at September 30, 2020 and December 31, 2019, respectively, were investments in publicly registered daily redeemable funds (some managed by Affiliates), which the Company has classified as trading securities and valued using the published price as of the measurement dates. Accordingly, the Company has classified these investments as Level I. (4) The uncategorized amounts of $ 16.4 million and $ 48.2 million at September 30, 2020 and December 31, 2019, respectively, relate to investments in unconsolidated Funds which consist primarily of investments in Funds advised by Affiliates and are valued using NAV which the Company relies on to determine their fair value as a practical expedient and has therefore not classified these investments in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to amounts presented in the Condensed Consolidated Balance Sheets. These unconsolidated Funds consist primarily of real estate investment Funds, UCITS and other investment vehicles. The NAVs that have been provided by investees have been derived from the fair values of the underlying investments as of the measurement dates. UCITS and other investment vehicles are not subject to redemption restrictions. The real estate investment Funds of $ 5.9 million and $ 6.4 million at September 30, 2020 and December 31, 2019, respectively, are subject to longer than quarterly redemption restrictions, and due to their nature, distributions are received only as cash flows are generated from underlying assets over the life of the Funds. The range of time over which the underlying assets are expected to be liquidated by the investees is approximately one year to eleven years from September 30, 2020. The valuation process for the underlying real estate investments held by the real estate investment Funds begins with each property or loan being valued by the investment teams. The valuations are then reviewed and approved by the valuation committee, which consists of senior members of the portfolio management, acquisitions, and research teams. For certain properties and loans, the valuation process may also include a valuation by independent appraisers. In connection with this process, changes in fair value measurements from period to period are evaluated for reasonableness, considering items such as market rents, capitalization and discount rates, and general economic and market conditions. Investments in unconsolidated Funds categorized as Level III of $ 2.7 million and $ 3.0 million at September 30, 2020 and December 31, 2019, respectively, related to investments in Forestry Funds advised by Affiliates and are valued by the general partner of those Funds. Determination of estimated fair value involves subjective judgment because the actual fair value can be determined only through negotiation between parties in a sale transaction, and amounts ultimately realized may vary significantly from the fair value presented. 19 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 5) Fair Value Measurements (cont.) (5) Affiliate investments held for sale is comprised of Investments related to long-term incentive compensation plans of $ 27.0 million at September 30, 2020. These were investments in publicly registered daily redeemable funds, which the Company has classified as trading securities and valued using the published price as of the measurement dates. Accordingly, the Company has classified these investments as Level I. The following table reconciles the opening balances of Level III financial assets to closing balances at the end of the period (in millions): Three Months Ended September 30, Nine Months Ended September 30, Investments in unconsolidated Funds 2020 2019 2020 2019 Level III financial assets At beginning of the period $ 3.0 $ 3.0 $ 3.0 $ 3.0 Additions (redemptions) ( 0.3 ) 0.1 ( 0.3 ) 0.1 Transfers in (out) of Level III — — — — Total net fair value gains/losses recognized in net income — ( 0.1 ) — ( 0.1 ) Total Level III financial assets $ 2.7 $ 3.0 $ 2.7 $ 3.0 There were no significant transfers of financial assets or liabilities between Levels II or III during the three and nine months ended September 30, 2020. 20 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 6) Variable Interest Entities The Company, through its Affiliates, sponsors the formation of various entities considered to be variable interest entities (“VIEs”). These VIEs are primarily Funds managed by Affiliates and other partnership interests typically owned entirely by third party investors. Certain Funds may be capitalized with seed capital investments from the Company and may be owned partially by Affiliate key employees and/or individuals that own non-controlling interests in an Affiliate. The Company’s determination of whether it is the primary beneficiary of a Fund that is a VIE is based in part on an assessment of whether or not the Company and its related parties are exposed to absorb more than an insignificant amount of the risks and rewards of the entity. Typically, the Fund’s investors are entitled to substantially all of the economics of these VIEs with the exception of the management fees and performance fees, if any, earned by the Company or any investment the Company has made into the Funds. The Company generally is not the primary beneficiary of Fund VIEs created to manage assets for clients unless the Company’s ownership interest, including interests of related parties, is substantial. The following table presents the assets and liabilities of Funds that are VIEs and consolidated by the Company (in millions): September 30, 2020 December 31, 2019 Assets Investments at fair value $ — $ 119.5 Other assets of consolidated Funds 103.0 85.7 Assets of consolidated Funds held for sale (Note 3) 114.3 — Total Assets $ 217.3 $ 205.2 Liabilities Liabilities of consolidated Funds $ — $ 6.2 Liabilities of consolidated Funds held for sale (Note 3) 0.1 — Total Liabilities $ 0.1 $ 6.2 “Investments at fair value” consist of investments in bank loans, common and preferred stock, and other securities as of December 31, 2019. These investments are included in the “assets of consolidated Funds held for sale” as of September 30, 2020. To the extent the Company also has consolidated Funds that are not VIEs, the assets and liabilities of those Funds are not included in the table above. The assets of consolidated VIEs presented in the table above belong to the investors in those Funds, are available for use only by the Fund to which they belong, and are not available for use by the Company to the extent they are held by non-controlling interests. Any debt or liabilities held by consolidated Funds have no recourse to the Company's general credit. The Company’s involvement with Funds that are VIEs and not consolidated by the Company is generally limited to that of an investment manager and its investment in the unconsolidated VIE, if any. The Company’s investment in any unconsolidated VIE generally represents an insignificant interest of the Fund’s net assets and assets under management, such that the majority of the VIEs results are attributable to third parties. The Company’s exposure to risk in these entities is generally limited to any capital contribution it has made or is required to make and any earned but uncollected management fees. The Company has not issued any investment performance guarantees to these VIEs or their investors. 21 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 6) Variable Interest Entities (cont.) The following information pertains to unconsolidated VIEs for which the Company holds a variable interest (in millions): September 30, 2020 December 31, 2019 Unconsolidated VIE assets $ 6,393.4 $ 6,625.5 Unconsolidated VIE liabilities $ 4,260.1 $ 4,320.6 Equity interests on the Condensed Consolidated Balance Sheets $ 12.8 $ 17.5 Maximum risk of loss (1) $ 18.3 $ 23.9 (1) Includes equity investments the Company has made or is required to make and any earned but uncollected management and incentive fees. The Company does not record performance or incentive allocations until the respective measurement period has ended. 22 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 7) Borrowings and Debt The Company’s borrowings and long-term debt was comprised of the following as of the dates indicated (in millions): September 30, 2020 December 31, 2019 (in millions) Carrying Value Fair Value Fair Value Level Carrying Value Fair Value Fair Value Level Third party borrowings: $ 450 million revolving credit facility expiring August 22, 2022 (1)(2) $ 80.0 $ 80.0 2 $ 140.0 $ 140.0 2 $ 275 million 4.80 % Senior Notes Due July 27, 2026 (3) 272.7 294.4 2 272.4 287.2 2 $ 125 million 5.125 % Senior Notes Due August 1, 2031 (3) 121.5 128.3 2 121.4 126.4 2 Total third party borrowings $ 474.2 $ 502.7 $ 533.8 $ 553.6 Non-recourse borrowings: Non-recourse seed capital facility (1)(4) $ — $ — $ 35.0 $ 35.0 2 Total non-recourse borrowing $ — $ — $ 35.0 $ 35.0 Total borrowings $ 474.2 $ 502.7 $ 568.8 $ 588.6 (1) Fair value approximates carrying value because the credit facilities have variable interest rates based on selected short term market rates. (2) An amendment to the revolving credit facility was entered into on September 3, 2020 to reduce the revolving credit facility to $ 150 million upon the consummation of the sale of the Company’s equity interests in Barrow Hanley. (3) The difference between the principal amounts and the carrying values of the senior notes in the table above reflects the unamortized debt issuance costs and discounts. (4) Non-recourse seed capital facility set to expire on January 15, 2021 was paid down in the third quarter and terminated. Revolving Credit Facility On September 3, 2020, the Company, Royal Bank of Canada, BMO Harris Bank, N.A., Bank of China, New York Branch, Wells Fargo Bank, National Association, Barclays Bank PLC, Morgan Stanley Bank, N.A., Bank of America N.A., the Bank of New York Mellon and Citibank, N.A., as an issuing bank and administrative agent (collectively, the “Lenders”), entered into an amendment (the “Amendment") to the Revolving Credit Agreement dated as of August 20, 2019 (the “Credit Agreement”). The Amendment includes changes to the Credit Agreement to permit the sale of the Company's equity interests in Barrow Hanley (the “Barrow Hanley Sale”). Under the Credit Agreement, the Barrow Hanley Sale required consent of the Lenders given that Barrow Hanley accounted for more than 10 % of the Company's consolidated Adjusted EBITDA. The Amendment provides that, effective immediately upon the consummation of the Barrow Hanley Sale, the Lenders commitments under the Credit Agreement shall be $ 150 million. 23 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 8) Leases The Company has operating leases for corporate offices, data centers, vehicles and certain equipment. The operating leases have remaining lease terms of 1 year to 13 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. The following table summarizes information about the Company’s operating leases for the three and nine months ended September 30, (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost $ 4.0 $ 3.4 $ 11.9 $ 10.3 Variable lease cost 0.1 0.1 0.2 0.2 Sublease income ( 0.1 ) — ( 0.1 ) — Total operating lease expense 4.0 3.5 12.0 10.5 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 3.6 3.7 11.1 11 Right of use assets obtained in exchange for new operating lease liabilities 0.2 0.1 77.3 5.5 In determining the incremental borrowing rate, the Company considered the interest rate yield for the specific interest rate environment and the Company’s credit spread at the inception of the lease. For the nine months ended September 30, 2020 and 2019, the weighted average remaining lease term was 11.7 years and 4.5 years, respectively, and the weighted average discount rate was 3.47 % and 4.13 %, respectively. In connection with the pending divestiture of Barrow Hanley, the Company reclassified $ 12.4 million of Right of use assets and $ 12.7 million of Operating lease liabilities as of September 30, 2020 on the Condensed Consolidated Balance Sheet to Affiliate assets and liabilities held for sale, respectively. See Note 3, Divestitures and Assets and Liabilities Held for Sale, in these Notes for additional information. Maturities of operating lease liabilities were as follows (in millions): Operating Leases Year Ending December 31, 2020 (excluding the nine months ended September 30, 2020) $ 3.3 2021 13.2 2022 9.2 2023 11.2 2024 10.4 Thereafter 87.8 Total lease payments 135.1 Less imputed interest ( 25.1 ) Total $ 110.0 24 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 9) Goodwill and Intangible Assets The following table presents the changes in goodwill for the nine months ended September 30, 2020 and 2019 (in millions): Quant & Solutions Alternatives Liquid Alpha Total Goodwill $ 22.1 $ 153.1 $ 133.3 $ 308.5 Accumulated impairment ( 1.8 ) ( 5.0 ) ( 27.1 ) ( 33.9 ) December 31, 2019 $ 20.3 $ 148.1 $ 106.2 $ 274.6 Additions — — — — Impairments — — ( 16.4 ) ( 16.4 ) Disposals — — — — Decrease from reclassification to assets held for sale (1) — — ( 76.1 ) ( 76.1 ) Goodwill 22.1 153.1 57.2 232.4 Accumulated impairment ( 1.8 ) ( 5.0 ) ( 43.5 ) ( 50.3 ) September 30, 2020 $ 20.3 $ 148.1 $ 13.7 $ 182.1 (1) In connection with the pending divestiture of Barrow Hanley, the Company assigned $ 76.1 million of goodwill to “Affiliate Assets held for sale” in the Condensed Consolidated Balance Sheet as of September 30, 2020. See Note 3, Divestitures and Assets and Liabilities Held for Sale, in these Notes for additional information. Quant & Solutions Alternatives Liquid Alpha Total Goodwill $ 22.1 $ 153.1 $ 133.3 $ 308.5 Accumulated impairment ( 1.8 ) ( 5.0 ) ( 27.1 ) ( 33.9 ) December 31, 2018 $ 20.3 $ 148.1 $ 106.2 $ 274.6 Additions — — — — Impairments — — — — Disposals — — — — Goodwill 22.1 153.1 133.3 308.5 Accumulated impairment ( 1.8 ) ( 5.0 ) ( 27.1 ) ( 33.9 ) September 30, 2019 $ 20.3 $ 148.1 $ 106.2 $ 274.6 The 2019 annual impairment assessment determined that no impairment existed at the annual assessment date. Due to the decline in the Company’s assets under management for the three months ended March 31, 2020, management determined that an interim impairment assessment was necessary as of March 31, 2020. In the first quarter of 2020, the Company performed a quantitative impairment test for Copper Rock reporting unit which was included within the Liquid Alpha segment prior to its disposition. The quantitative impairment test concluded that the fair value of the reporting unit did not exceed its carrying value. Accordingly, the Company recognized a goodwill impairment charge of $ 16.4 million for the three months ended March 31, 2020. No goodwill 25 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 9) Goodwill and Intangible Assets (cont.) impairment charges were recognized for the three months ended September 30, 2020 and the Company recognized a goodwill impairment charge of $ 16.4 million for the nine months ended September 30, 2020. The fair value of the reporting unit was estimated using the income approach, which calculates the fair value based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of Assets Under Management (“AUM”) growth rates, product mix and effective fee rates, taking into consideration industry and market conditions. The discount rates used are based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics. The Company’s quantitative impairment analysis at March 31, 2020 incorporated revised forecasts that took into account the market disruptions during the quarter and its impact on the results in future periods. Given the significant level of uncertainty that currently exists, management also considered alternative scenarios for market and reporting unit performance over the next several years. If the Company’s assets under management are further impacted by the global economic conditions caused by COVID-19, such as adverse and significant declines in the value of global financial markets, additional impairments of goodwill or intangible assets are possible in future periods. The following table presents the change in definite-lived acquired intangible assets comprised of client relationships for the nine months ended September 30, 2020 and 2019 (in millions): Gross Book Value Accumulated Amortization & Impairment Net Book Value December 31, 2019 $ 108.3 $ ( 44.2 ) $ 64.1 Additions — — — Amortization — ( 5.1 ) ( 5.1 ) Disposals — — — September 30, 2020 $ 108.3 $ ( 49.3 ) $ 59.0 Gross Book Value Accumulated Amortization & Impairment Net Book Value December 31, 2018 $ 108.3 $ ( 37.6 ) $ 70.7 Additions — — — Amortization — ( 4.9 ) ( 4.9 ) Disposals — — — September 30, 2019 $ 108.3 $ ( 42.5 ) $ 65.8 The Company’s definite-lived acquired intangibles are amortized over their expected useful lives. As of September 30, 2020, these assets were being amortized over remaining useful lives of three to nine years . The Company recorded amortization expense of $ 1.6 million and $ 1.6 million for the three months ended September 30, 2020 and 2019, respectively. The Company recorded amortization expense of $ 5.1 million and $ 4.9 million for the nine months ended months ended September 30, 2020 and 2019, respectively. 26 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 9) Goodwill and Intangible Assets (cont.) The Company also acquired a $ 1.0 million indefinite-lived intangible trade name in the acquisition of Landmark, included in acquired intangibles, net, on the Condensed Consolidated Balance Sheets at September 30, 2020 and 2019. The 2019 annual impairment assessment of definite and indefinite-lived intangible assets determined that no impairment existed. Due to the decline in the Company’s assets under management in the three months ended March 31, 2020, the Company assessed definite and indefinite-lived intangible assets for possible impairment. For indefinite-lived intangible assets, the Company performed a qualitative assessment and determined that it was more likely than not that the indefinite-lived intangible asset was not impaired. For definite-lived intangible assets, no events or changes in circumstances indicated that the carrying amount of these assets may not be recoverable. As such, no impairment charges were determined for both the definite and indefinite-lived intangible assets. No impairment charges were determined for the definite and indefinite-lived intangible assets for the three months ended September 30, 2020. The Company estimates that its consolidated annual amortization expense, assuming no useful life changes or additional investments in new or existing Affiliates, for each of the next five fiscal years is as follows (in millions): Year Ending December 31, 2020 (excluding the nine months ended September 30, 2020) $ 1.6 2021 6.4 2022 6.5 2023 6.4 2024 6.4 Thereafter 31.7 Total $ 59.0 27 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 10) Commitments and Contingencies Operational commitments The Company had unfunded commitments to invest up to approximately $ 37 million in co-investments as of September 30, 2020. These commitments will be funded as required through the end of the respective investment periods ranging through fiscal 2022. Certain Affiliates operate under regulatory authorities that require that they maintain minimum financial or capital requirements. Management is not aware of any violations of such financial requirements occurring during the period. Guaranty The Company entered into a guaranty for an office space security deposit on behalf of an Affiliate in the amount of $ 2.5 million in January 2020. This represents the maximum potential amount of future (undiscounted) payments that the Company could be required to make under the guaranty in the event of default by the guaranteed parties. This guaranty expires in 2022. There are no liabilities recorded on the Condensed Consolidated Balance Sheet as of September 30, 2020 related to this guaranty. Litigation The Company and its Affiliates are subject to claims, legal proceedings and other contingencies in the ordinary course of their business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved in a manner unfavorable to the Company or its Affiliates. The Company and its Affiliates establish accruals for matters for which the outcome is probable and can be reasonably estimated. If an insurance claim or other indemnification for a litigation accrual is available to the Company, the associated gain will not be recognized until all contingencies related to the gain have been resolved. As of September 30, 2020, there were no material accruals for claims, legal proceedings or other contingencies. Indemnifications In the normal course of business, such as through agreements to enter into business combinations and divestitures of Affiliates, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. Foreign tax contingency The Company has clients in non-U.S. jurisdictions which require entities that are conducting certain business activities in such jurisdictions to collect and remit tax assessed on certain fees paid for goods and services provided. The Company does not believe this requirement is applicable based on its limited business activities in these jurisdictions. However, given the fact that uncertainty exists around the requirement, the Company has chosen to evaluate its potential exposure related to non-collection and remittance of these taxes. At September 30, 2020, management of the Company has estimated the potential maximum exposure and concluded that it is not material. No accrual for the potential exposure has been recorded as the probability of incurring any potential liability relating to this exposure is not probable at September 30, 2020. 28 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 10) Commitments and Contingencies (cont.) Considerations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and investments. The Company maintains cash and cash equivalents and short term investments with various financial institutions. These financial institutions are typically located in cities in which the Company and its Affiliates operate. For the Company and certain Affiliates, cash deposits at a financial institution may exceed Federal Deposit Insurance Corporation insurance limits. Additionally, the Company holds insurance policies which cover historical and future tax benefits relating to certain of its deferred tax assets. The insurers of the policies are considered a significant counterparty to the Company. 11) Earnings Per Share Basic earnings per share is calculated by dividing net income attributable to controlling interests by the weighted-average number of shares of common stock outstanding. Diluted earnings per share is similar to basic earnings per share, but is adjusted for the effect of potentially issuable common stock, except when inclusion is antidilutive. The calculation of basic and diluted earnings per share of common stock is as follows (dollars in millions, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net income attributable to controlling interests $ 37.2 $ 75.4 $ 88.7 $ 156.1 Less: Total income available to participating unvested securities (1) — — — ( 0.1 ) Total net income attributable to common stock $ 37.2 $ 75.4 $ 88.7 $ 156.0 Denominator: Weighted-average shares of common stock outstanding—basic 80,001,360 89,970,871 81,832,607 92,996,289 Potential shares of common stock: Restricted stock units 115,155 1,429 48,915 79,775 Employee stock options 735,023 — 245,008 — Weighted-average shares of common stock outstanding—diluted 80,851,538 89,972,300 82,126,530 93,076,064 Earnings per share of common stock attributable to controlling interests: Basic $ 0.46 $ 0.84 $ 1.08 $ 1.68 Diluted $ 0.46 $ 0.84 $ 1.08 $ 1.68 (1) Income available to participating unvested securities includes dividends paid on unvested restricted shares and their proportionate share of undistributed earnings. 29 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 11) Earnings Per Share (cont.) Employee options to purchase 8,970,000 shares were not included in the computation of diluted EPS for the three and nine months ended September 30, 2019 because the assumed proceeds from exercising such options exceed the average price of the shares of common stock for the period and, therefore, the options are deemed antidilutive. 12) Revenue Management fees The Company’s management fees are a function of the fee rates the Affiliates charge to their clients, which are typically expressed in basis points, and the levels of the Company’s assets under management. The most significant driver of increases or decreases in this average fee rate is changes in the mix of the Company’s assets under management caused by net inflows or outflows in certain asset classes or disproportionate market movements. For certain of the Company’s Alternative funds, management fee revenue is calculated based on a percentage of assets under management or total capital commitments. These Alternative funds can also include “catch-up” provisions such that the Company records revenue for payments of fund management fees back to the initial closing date for funds with multiple closings, less placement fees paid to third parties related to these funds. Performance fees The Company’s products subject to performance fees earn these fees upon exceeding high-water mark performance thresholds or outperforming a hurdle rate. Conversely, the separate accounts / other products, which primarily earn management fees, are potentially subject to performance adjustments up or down based on investment performance versus benchmarks (i.e. fulcrum fees). Other revenue Included in other revenue are certain payroll and benefits costs and expenses paid on behalf of Funds by the Company’s Affiliates. In instances where a customer reimburses the Company for a cost paid on the customer’s behalf, the Company is acting as a principal and the reimbursement is accrued on a gross basis at cost as the corresponding reimbursable expenses are incurred. Revenue from expense reimbursement amounted to $ 1.1 million and $ 0.9 million for the three months ended September 30, 2020 and 2019, respectively. Revenues from expense reimbursement amounted to $ 3.3 million and $ 3.2 million for the nine months ended September 30, 2020 and 2019, respectively, are recorded in other revenue in the Company’s Condensed Consolidated Statements of Operations. Other revenue may also consist of other miscellaneous revenue, consisting primarily of administration and consulting services. Disaggregation of management fee revenue The Company classifies its revenue (including only consolidated Affiliates that are included in management fee revenue) among the following asset classes: i. U.S. equity, which includes small cap through large cap securities and substantially value or blended investment styles; ii. Global / non-U.S. equity, which includes global and international equities including emerging markets; 30 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 12) Revenue (cont.) iii. Fixed income, which includes government bonds, corporate bonds and other fixed income investments in the United States; and iv. Alternatives, which is comprised of illiquid and differentiated liquid investment strategies that include private equity, real estate and real assets, including forestry, as well as a growing suite of liquid alternative capabilities in areas such as long/short, market neutral and absolute return. Management fee revenue by segment and asset class is comprised of the following for the three and nine months ended September 30 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Quant & Solutions Global / non-U.S. equity $ 87.9 $ 92.7 $ 255.3 $ 276.8 Alternatives Alternatives 43.2 37.2 126.4 124.5 Liquid Alpha (1) Global / non-U.S. equity 17.8 21.9 56.5 70.6 Fixed income 6.1 6.6 18.5 19.5 U.S. equity 23.2 38.0 70.7 118.4 Management fee revenue $ 178.2 $ 196.4 $ 527.4 $ 609.8 (1) In July 2020, the Company completed the sale of Copper Rock and announced the divestiture of Barrow Hanley. See Note 3, Divestitures and Assets and Liabilities Held for Sale for further discussion of divestitures. The financial results of Barrow Hanley are included in the Liquid Alpha segment for the three and nine months ended September 30, 2020. The financial results of Copper Rock are included in the Liquid Alpha segment until July 24, 2020, the completion of the sale. 31 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 13) Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss), net of tax, for the three months ended September 30, 2020 and 2019 are as follows (in millions): Foreign currency translation adjustment Valuation and amortization of derivative securities Total Balance, as of June 30, 2020 $ 1.0 $ ( 19.2 ) $ ( 18.2 ) Foreign currency translation adjustment 1.4 — 1.4 Amortization related to derivatives securities, before tax — 0.8 0.8 Tax impact — ( 0.2 ) ( 0.2 ) Other comprehensive income 1.4 0.6 2.0 Balance, as of September 30, 2020 $ 2.4 $ ( 18.6 ) $ ( 16.2 ) Foreign currency translation adjustment Valuation and amortization of derivative securities Total Balance, as of June 30, 2019 $ 1.7 $ ( 21.5 ) $ ( 19.8 ) Foreign currency translation adjustment ( 0.8 ) — ( 0.8 ) Amortization related to derivatives securities, before tax — 0.7 0.7 Tax impact — ( 0.1 ) ( 0.1 ) Other comprehensive income (loss) ( 0.8 ) 0.6 ( 0.2 ) Balance, as of September 30, 2019 $ 0.9 $ ( 20.9 ) $ ( 20.0 ) For the three months ended September 30, 2020 and 2019, the Company reclassified $ 0.8 million and $ 0.7 million, respectively, from accumulated other comprehensive income (loss) to interest expense on the Condensed Consolidated Statements of Operations. The components of accumulated other comprehensive income (loss), net of tax, for the nine months ended September 30, 2020 and 2019 were as follows (in millions): Foreign currency translation adjustment Valuation and amortization of derivative securities Total Balance, as of December 31, 2019 $ 2.8 $ ( 20.3 ) $ ( 17.5 ) Foreign currency translation adjustment ( 0.4 ) — ( 0.4 ) Amortization related to derivatives securities, before tax — 2.3 2.3 Tax impact — ( 0.6 ) ( 0.6 ) Other comprehensive income (loss) ( 0.4 ) 1.7 1.3 Balance, as of September 30, 2020 $ 2.4 $ ( 18.6 ) $ ( 16.2 ) 32 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 13) Accumulated Other Comprehensive Income (Loss) (cont.) Foreign currency translation adjustment Valuation and amortization of derivative securities Total Balance, as of December 31, 2018 $ 1.8 $ ( 22.7 ) $ ( 20.9 ) Foreign currency translation adjustment ( 0.9 ) — ( 0.9 ) Amortization related to derivatives securities, before tax — 2.2 2.2 Tax impact — ( 0.4 ) ( 0.4 ) Other comprehensive income (loss) ( 0.9 ) 1.8 0.9 Balance, as of September 30, 2019 $ 0.9 $ ( 20.9 ) $ ( 20.0 ) For the nine months ended September 30, 2020 and 2019, the Company reclassified $ 2.3 million and $ 2.2 million, respectively, from accumulated other comprehensive income (loss) to interest expense on the Condensed Consolidated Statements of Operations. 14) Derivatives and Hedging Cash flow hedge In July 2015, the Company entered into a series of $ 300.0 million notional Treasury rate lock contracts which were designated and qualified as cash flow hedges. The Company documented its hedging strategy and risk management objective for this contract in anticipation of a future debt issuance. The Treasury rate lock contract eliminated the impact of fluctuations in the underlying benchmark interest rate for future forecasted debt issuances. The Company assessed the effectiveness of the hedging contract at inception and on a quarterly basis thereafter. The forecasted debt issuances occurred in July 2016 and the Treasury rate lock, which had an accumulated fair value of $( 34.4 ) million, was settled. Refer to Note 7, Borrowings and Debt, for additional information on the debt issuances. As of September 30, 2020, the balance recorded in accumulated other comprehensive income (loss) was $( 18.6 ) million, net of tax. This balance will be reclassified to earnings through interest expense over the life of the issued debt. Amounts of $ 0.8 million and $ 0.7 million have been reclassified for each of the three months ended September 30, 2020 and 2019, respectively. Amounts of $ 2.3 million and $ 2.2 million have been reclassified for the nine months ended September 30, 2020 and 2019, respectively. During the next twelve months the Company expects to reclassify approximately $ 3.3 million to interest expense. Derivatives of consolidated Funds In the normal course of business, the Company’s consolidated Funds may enter into transactions involving derivative financial instruments in connection with Funds’ investing activities. Derivative instruments may be used as substitutes for securities in which the Funds can invest, to hedge portfolio investments or to generate income or gain to the Funds. The Funds may also use derivatives to manage duration; sector and yield curve exposures and credit and spread volatility. Derivative financial instruments base their value upon an underlying asset, index or reference rate. These instruments are subject to various risks, including leverage, market, credit, liquidity and operational risks. The Funds manage the risks associated with derivatives on an aggregate basis, along with the risks associated with its trading and as part of its overall risk management policies. 33 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 15) Segments The Company has the following business segments: • Quant & Solutions —comprised of versatile, often highly-tailored strategies that leverage data and technology in a computational, factor based investment process across a range of asset classes and geographies, including Global, non-U.S., emerging markets and managed volatility equities, as well as multi-asset products. • Alternatives —comprised of illiquid and differentiated liquid investment strategies that include private equity, real estate and real assets, including forestry, as well as a growing suite of liquid alternative capabilities in areas such as long/short, market neutral and absolute return. • Liquid Alpha (1) —comprised of specialized investment strategies with a focus on alpha-generation across market cycles in long-only small-, mid-, and large-cap U.S., global, non-U.S. and emerging markets equities, as well as fixed income. (1) In July 2020, the Company completed the sale of Copper Rock and announced the divestiture of Barrow Hanley. See Note 3, Divestitures and Assets and Liabilities Held for Sale, for further discussion of divestitures. The financial results of Copper Rock are included in the Liquid Alpha segment until July 24, 2020, the completion of the sale. The financial results of Barrow Hanley are included in the Liquid Alpha segment for the three and nine months ended September 30, 2020. The Company has a corporate head office that is included in “Other”. The corporate head office supports the segments by providing infrastructure and administrative support in the areas of accounting/finance, information technology, legal, compliance and human resources. The corporate head office expenses are not allocated to the Company’s three business segments but the Chief Operating Decision Maker (“CODM”) does consider the cost structure of the corporate head office when evaluating the financial performance of the segments. Performance Measure The primary measure used by the CODM in measuring performance and allocating resources to the segments is Economic Net Income ("ENI"). The Company defines ENI for the segments as ENI revenue less (i) ENI operating expenses, (ii) variable compensation and (iii) key employee distributions. The 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. This measure supplements and should be considered in addition to, and not in lieu of, the Condensed Consolidated Statements of Operations prepared in accordance with U.S. GAAP. The Company does not disclose total asset information for its reportable segments as the information is not reviewed by the CODM. ENI revenue includes management fees, performance fees and other revenue under U.S. GAAP, adjusted to include management fees paid to Affiliates by consolidated Funds and the Company’s share of earnings from equity-accounted Affiliates. ENI revenue is also adjusted to exclude the separate revenues recorded under U.S. GAAP for certain Fund expenses reimbursed to our Affiliates. 34 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 15) Segments (cont.) ENI operating expenses include compensation and benefits, general and administrative expense, and depreciation and amortization under U.S. GAAP, adjusted to exclude non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees, non-cash amortization of employee equity owned pre-acquisition that occurred as a result of Landmark transaction, goodwill impairment and amortization of acquired intangible assets, capital transaction costs, restructuring costs, the impact of a one-time compensation arrangement entered into that includes advances against future compensation payments, and the separate expenses recorded under U.S. GAAP for certain Fund expenses reimbursed to Affiliates. Additionally, variable compensation and Affiliate key employee distributions are segregated from ENI operating expenses. ENI segment results are also adjusted to exclude the portion of consolidated Fund revenues, expenses and investment return recorded under U.S. GAAP. Segment Presentation The following tables set forth summarized operating results for the Company's three segments and related adjustments necessary to reconcile the segment economic net income to arrive at the Company's consolidated U.S. GAAP net income (loss): The following table presents the financial data for the Company’s three segments for the three months ended September 30, 2020 (in millions): Three Months Ended September 30, 2020 Quant & Solutions Alter-natives Liquid Alpha Other Reconciling Adjustments Total U.S. GAAP (1) ENI revenue $ 89.0 $ 43.8 $ 47.9 $ 0.1 $ 1.6 (a) $ 182.4 ENI operating expenses 37.2 15.3 15.5 5.8 12.6 (b) 86.4 Earnings before variable compensation 51.8 28.5 32.4 ( 5.7 ) ( 11.0 ) 96.0 Variable compensation 18.0 10.1 12.3 0.8 3.3 (c) 44.5 ENI operating earnings (after variable comp) 33.8 18.4 20.1 ( 6.5 ) ( 14.3 ) 51.5 Affiliate key employee distributions 0.8 7.3 2.9 — — 11.0 Earnings after Affiliate key employee distributions 33.0 11.1 17.2 ( 6.5 ) ( 14.3 ) 40.5 Net interest expense — — — ( 5.3 ) ( 1.6 ) (d) ( 6.9 ) Net investment income — — — — 6.0 (e) 6.0 Gain on sale of Affiliate — — — — 7.2 (e) 7.2 Net income attributable to non-controlling interests in consolidated Funds — — — — 3.2 (e) 3.2 Income tax expense — — — ( 11.8 ) ( 1.0 ) (f) ( 12.8 ) Economic net income $ 33.0 $ 11.1 $ 17.2 $ ( 23.6 ) $ ( 0.5 ) $ 37.2 35 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 15) Segments (cont.) The following table presents the financial data for the Company’s three segments for the three months ended September 30, 2019 (in millions): Three Months Ended September 30, 2019 Quant & Solutions Alter-natives Liquid Alpha Other Reconciling Adjustments Total U.S. GAAP (1) ENI revenue $ 93.1 $ 37.4 $ 65.2 $ 0.1 $ 2.0 (a) $ 197.8 ENI operating expenses 40.8 16.1 18.5 8.3 5.5 (b) 89.2 Earnings before variable compensation 52.3 21.3 46.7 ( 8.2 ) ( 3.5 ) 108.6 Variable compensation 18.8 7.8 15.6 1.9 — (c) 44.1 ENI operating earnings (after variable comp) 33.5 13.5 31.1 ( 10.1 ) ( 3.5 ) 64.5 Affiliate key employee distributions 1.5 5.0 6.1 — — 12.6 Earnings after Affiliate key employee distributions 32.0 8.5 25.0 ( 10.1 ) ( 3.5 ) 51.9 Net interest expense — — — ( 5.7 ) ( 2.2 ) (d) ( 7.9 ) Net investment loss — — — — 7.0 (e) 7.0 Net income attributable to non-controlling interests in consolidated Funds — — — — ( 7.6 ) (e) ( 7.6 ) Income tax (expense) benefit — — — ( 12.3 ) 44.3 (f) 32.0 Economic net income $ 32.0 $ 8.5 $ 25.0 $ ( 28.1 ) $ 38.0 $ 75.4 The following table presents the financial data for the Company’s three segments for the nine months ended September 30, 2020 (in millions): Nine Months Ended September 30, 2020 Quant & Solutions Alter-natives Liquid Alpha Other Reconciling Adjustments Total U.S. GAAP (1) ENI revenue $ 257.9 $ 128.2 $ 147.5 $ 0.3 $ 5.8 (a) $ 539.7 ENI operating expenses 109.3 47.6 52.7 19.4 0.4 (b) 229.4 Earnings before variable compensation 148.6 80.6 94.8 ( 19.1 ) 5.4 310.3 Variable compensation 52.7 29.0 36.0 2.6 17.4 (c) 137.7 ENI operating earnings (after variable comp) 95.9 51.6 58.8 ( 21.7 ) ( 12.0 ) 172.6 Affiliate key employee distributions 2.9 20.0 8.9 — — 31.8 Earnings after Affiliate key employee distributions 93.0 31.6 49.9 ( 21.7 ) ( 12.0 ) 140.8 Net interest expense — — — ( 16.5 ) ( 5.1 ) (d) ( 21.6 ) Net investment income — — — — 17.3 (e) 17.3 Gain on sale of Affiliate — — — — 7.2 (e) 7.2 Net income attributable to non-controlling interests in consolidated Funds — — — — ( 21.3 ) (e) ( 21.3 ) Income tax expense — — — ( 31.4 ) ( 2.3 ) (f) ( 33.7 ) Economic net income $ 93.0 $ 31.6 $ 49.9 $ ( 69.6 ) $ ( 16.2 ) $ 88.7 36 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 15) Segments (cont.) The following table presents the financial data for the Company’s three segments for the nine months ended September 30, 2019 (in millions): Nine Months Ended September 30, 2019 Quant & Solutions Alter-natives Liquid Alpha Other Reconciling Adjustments Total U.S. GAAP (1) ENI revenue $ 277.3 $ 125.7 $ 202.8 $ 0.3 $ 6.0 (a) $ 612.1 ENI operating expenses 120.4 49.4 60.0 25.4 4.8 (b) 260.0 Earnings before variable compensation 156.9 76.3 142.8 ( 25.1 ) 1.2 352.1 Variable compensation 57.6 28.0 48.1 7.5 4.6 (c) 145.8 ENI operating earnings (after variable comp) 99.3 48.3 94.7 ( 32.6 ) ( 3.4 ) 206.3 Affiliate key employee distributions 4.1 17.1 18.6 — — 39.8 Earnings after Affiliate key employee distributions 95.2 31.2 76.1 ( 32.6 ) ( 3.4 ) 166.5 Net interest expense — — — ( 15.4 ) ( 6.9 ) (d) ( 22.3 ) Net investment income — — — — 25.2 (e) 25.2 Net income attributable to non-controlling interests in consolidated Funds — — — — ( 9.6 ) (e) ( 9.6 ) Income tax (expense) benefit — — — ( 36.9 ) 33.2 (f) ( 3.7 ) Economic net income $ 95.2 $ 31.2 $ 76.1 $ ( 84.9 ) $ 38.5 $ 156.1 (1) The most directly comparable U.S. GAAP measure of ENI revenue is U.S. GAAP revenue. The most directly comparable U.S. GAAP measure of ENI operating expenses is U.S. GAAP operating expenses, which is comprised of ENI operating expenses, variable compensation and Affiliate key employee distributions above. The most directly comparable U.S. GAAP measure of earnings after Affiliate key employee distributions is U.S. GAAP operating income. The most directly comparable U.S. GAAP measure of ENI is U.S. GAAP net income attributable to controlling interests. Reconciling Adjustments: (a) Adjusted to exclude earnings from equity-accounted Affiliate, which are included in U.S. GAAP investment income, and to include consolidated Funds revenues and the separate revenues recorded for certain Fund expenses reimbursed by customers, which are included in U.S. GAAP revenue. (b) Adjusted to include non-cash amortization expense for pre-acquisition employee equity, non-cash expenses for key employee equity and profit interest revaluations, capital transaction costs, goodwill impairment and amortization of acquired intangible assets, restructuring costs, consolidated Funds’ operating expenses and the Fund expenses reimbursed by customers, each of which are included in U.S. GAAP operating expenses. (c) Adjusted to include restructuring costs and the impact of a one-time compensation arrangement entered into during the first quarter of 2020 that includes advances against future compensation payments, which are included in U.S. GAAP compensation expense. (d) Adjusted to include the cost of seed financing, which is included in U.S. GAAP interest expense. 37 Table of Contents BrightSphere Investment Group Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 15) Segments (cont.) (e) Adjusted to include net investment income (loss), net income (loss) attributable to non-controlling interests in consolidated Funds, and the gain on sale of Affiliate, all of which are included in U.S. GAAP net income attributable to controlling interests. (f) Adjusted to include the impact of deferred tax attributable to the amortization of goodwill and acquired intangibles. Also adjusted to include tax expense or benefits relating to uncertain tax positions, the tax impact of certain ENI adjustments and other unusual items that are not included in current operating results for ENI purposes. Management fee revenue by principal geographic area is comprised of the following for the three and nine months ended September 30 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 U.S. $ 134.1 $ 148.2 $ 395.9 $ 459.4 Non-U.S. 44.1 48.2 131.5 150.4 Management fee revenue $ 178.2 $ 196.4 $ 527.4 $ 609.8 16) Related Party Transactions Certain Affiliates have provided loans to Affiliate employees. At September 30, 2020 and December 31, 2019, the balance of the loans to Affiliate employees was $ 11.9 million and $ 16.1 million, respectively. These loans will be repaid by 2022. 38 Table of Contents