AFFILIATED MANAGERS GROUP, INC. 10-Q

Item 1. Financial Statements AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share data) (unaudited) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2022 2021 2022 Consolidated revenue $ 575.2 $ 578.6 $ 1,720.6 $ 1,789.9 Consolidated expenses: Compensation and related expenses 256.4 273.8 752.2 797.0 Selling, general and administrative 82.9 93.2 250.3 275.7 Intangible amortization and impairments 8.9 14.4 25.3 39.4 Interest expense 28.5 28.3 82.8 84.7 Depreciation and other amortization 4.0 3.8 12.5 11.9 Other expenses (net) 14.6 11.9 40.6 12.3 Total consolidated expenses 395.3 425.4 1,163.7 1,221.0 Equity method income (net) 35.9 44.8 125.1 123.9 Investment and other income (expense) 37.5 3.1 91.1 ( 5.3 ) Income before income taxes 253.3 201.1 773.1 687.5 Income tax expense 44.9 36.8 166.4 130.5 Net income 208.4 164.3 606.7 557.0 Net income (non-controlling interests) ( 80.0 ) ( 51.7 ) ( 219.4 ) ( 189.0 ) Net income (controlling interest) $ 128.4 $ 112.6 $ 387.3 $ 368.0 Average shares outstanding (basic) 41.1 38.2 41.8 38.8 Average shares outstanding (diluted) 44.3 43.5 44.8 47.8 Earnings per share (basic) $ 3.12 $ 2.95 $ 9.28 $ 9.48 Earnings per share (diluted) $ 3.00 $ 2.80 $ 8.95 $ 8.83 The accompanying notes are an integral part of the Consolidated Financial Statements. 2 Table of Contents AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) (unaudited) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2022 2021 2022 Net income $ 208.4 $ 164.3 $ 606.7 $ 557.0 Other comprehensive income (loss), net of tax: Foreign currency translation gain (loss) ( 19.7 ) ( 86.8 ) 11.7 ( 172.0 ) Change in net realized and unrealized loss on derivative financial instruments ( 1.9 ) ( 1.6 ) ( 1.0 ) ( 2.2 ) Other comprehensive income (loss), net of tax ( 21.6 ) ( 88.4 ) 10.7 ( 174.2 ) Comprehensive income 186.8 75.9 617.4 382.8 Comprehensive income (non-controlling interests) ( 77.3 ) ( 31.5 ) ( 215.5 ) ( 140.8 ) Comprehensive income (controlling interest) $ 109.5 $ 44.4 $ 401.9 $ 242.0 The accompanying notes are an integral part of the Consolidated Financial Statements. 3 Table of Contents AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED BALANCE SHEETS (in millions) (unaudited) December 31, 2021 September 30, 2022 Assets Cash and cash equivalents $ 908.5 $ 622.9 Receivables 419.2 377.7 Investments in marketable securities 78.5 183.7 Goodwill 2,689.2 2,627.9 Acquired client relationships (net) 1,966.4 1,864.1 Equity method investments in Affiliates (net) 2,134.4 2,046.8 Fixed assets (net) 73.9 70.1 Other investments 375.2 353.7 Other assets 231.1 283.3 Total assets $ 8,876.4 $ 8,430.2 Liabilities and Equity Payables and accrued liabilities $ 789.1 $ 569.1 Debt 2,490.4 2,534.8 Deferred income tax liability (net) 503.2 491.7 Other liabilities 709.2 692.6 Total liabilities 4,491.9 4,288.2 Commitments and contingencies (Note 9) Redeemable non-controlling interests 673.9 486.6 Equity: Common stock ($ 0.01 par value, 153.0 shares authorized; 58.5 shares issued in 2021 and 2022) 0.6 0.6 Additional paid-in capital 651.6 709.6 Accumulated other comprehensive loss ( 87.9 ) ( 213.9 ) Retained earnings 4,569.5 4,940.7 5,133.8 5,437.0 Less: Treasury stock, at cost ( 18.3 shares in 2021 and 20.7 shares in 2022) ( 2,347.4 ) ( 2,670.8 ) Total stockholders' equity 2,786.4 2,766.2 Non-controlling interests 924.2 889.2 Total equity 3,710.6 3,655.4 Total liabilities and equity $ 8,876.4 $ 8,430.2 The accompanying notes are an integral part of the Consolidated Financial Statements. 4 Table of Contents AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in millions) (unaudited) Three Months Ended September 30, 2021 Total Stockholders’ Equity Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock at Cost Non- controlling Interests Total Equity June 30, 2021 $ 0.6 $ 539.3 $ ( 64.8 ) $ 4,263.4 $ ( 2,128.9 ) $ 548.3 $ 3,157.9 Net income — — — 128.4 — 80.0 208.4 Other comprehensive loss, net of tax — — ( 18.9 ) — — ( 2.7 ) ( 21.6 ) Share-based compensation — 21.2 — — — — 21.2 Common stock issued under share-based incentive plans — ( 7.8 ) — — 1.4 — ( 6.4 ) Repurchases of junior convertible securities — ( 1.3 ) — — — — ( 1.3 ) Share repurchases — — — — ( 100.0 ) — ( 100.0 ) Dividends ($ 0.01 per share) — — — ( 0.3 ) — — ( 0.3 ) Affiliate equity activity: Affiliate equity compensation — 2.5 — — — 8.9 11.4 Issuances — — — — — 0.5 0.5 Purchases — 1.2 — — — ( 2.4 ) ( 1.2 ) Changes in redemption value of Redeemable non-controlling interests — 0.9 — — — — 0.9 Transfers to Redeemable non-controlling interests — — — — — ( 0.1 ) ( 0.1 ) Capital contributions and other — — — — — ( 2.5 ) ( 2.5 ) Distributions to non-controlling interests — — — — — ( 67.4 ) ( 67.4 ) September 30, 2021 $ 0.6 $ 556.0 $ ( 83.7 ) $ 4,391.5 $ ( 2,227.5 ) $ 562.6 $ 3,199.5 Three Months Ended September 30, 2022 Total Stockholders’ Equity Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock at Cost Non- controlling Interests Total Equity June 30, 2022 $ 0.6 $ 651.8 $ ( 145.7 ) $ 4,828.5 $ ( 2,594.2 ) $ 902.8 $ 3,643.8 Net income — — — 112.6 — 51.7 164.3 Other comprehensive loss, net of tax — — ( 68.2 ) — — ( 20.2 ) ( 88.4 ) Share-based compensation — 15.2 — — — — 15.2 Common stock issued under share-based incentive plans — ( 8.5 ) — — 3.4 — ( 5.1 ) Share repurchases — — — — ( 80.0 ) — ( 80.0 ) Dividends ($ 0.01 per share) — — — ( 0.4 ) — — ( 0.4 ) Affiliate equity activity: Affiliate equity compensation — 1.6 — — — 8.5 10.1 Issuances — ( 5.3 ) — — — 8.9 3.6 Purchases — ( 1.2 ) — — — ( 1.5 ) ( 2.7 ) Changes in redemption value of Redeemable non-controlling interests — 56.0 — — — — 56.0 Capital contributions and other — — — — — 5.2 5.2 Distributions to non-controlling interests — — — — — ( 66.2 ) ( 66.2 ) September 30, 2022 $ 0.6 $ 709.6 $ ( 213.9 ) $ 4,940.7 $ ( 2,670.8 ) $ 889.2 $ 3,655.4 The accompanying notes are an integral part of the Consolidated Financial Statements. 5 Table of Contents AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in millions) (unaudited) Nine Months Ended September 30, 2021 Total Stockholders' Equity Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Stock at Cost Non- controlling Interests Total Equity December 31, 2020 $ 0.6 $ 728.9 $ ( 98.3 ) $ 4,005.5 $ ( 1,857.0 ) $ 537.6 $ 3,317.3 Net income — — — 387.3 — 219.4 606.7 Other comprehensive income (loss), net of tax — — 14.6 — — ( 3.9 ) 10.7 Share-based compensation — 44.5 — — — — 44.5 Common stock issued under share-based incentive plans — ( 54.1 ) — — 36.8 — ( 17.3 ) Repurchases of junior convertible securities — ( 6.1 ) — — — — ( 6.1 ) Share repurchases — 17.3 — — ( 407.3 ) — ( 390.0 ) Dividends ($ 0.03 per share) — — — ( 1.3 ) — — ( 1.3 ) Affiliate equity activity: Affiliate equity compensation — 9.6 — — — 36.5 46.1 Issuances — ( 16.7 ) — — — 21.0 4.3 Purchases — 9.5 — — — 13.2 22.7 Changes in redemption value of Redeemable non-controlling interests — ( 176.9 ) — — — — ( 176.9 ) Transfers to Redeemable non-controlling interests — — — — — ( 3.9 ) ( 3.9 ) Capital contributions and other — — — — — 3.6 3.6 Distributions to non-controlling interests — — — — — ( 260.9 ) ( 260.9 ) September 30, 2021 $ 0.6 $ 556.0 $ ( 83.7 ) $ 4,391.5 $ ( 2,227.5 ) $ 562.6 $ 3,199.5 Nine Months Ended September 30, 2022 Total Stockholders' Equity Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock at Cost Non- controlling Interests Total Equity December 31, 2021 $ 0.6 $ 651.6 $ ( 87.9 ) $ 4,569.5 $ ( 2,347.4 ) $ 924.2 $ 3,710.6 Impact of adoption of new accounting standards (see Note 2) — ( 80.6 ) — 4.5 — — ( 76.1 ) Net income — — — 368.0 — 189.0 557.0 Other comprehensive loss, net of tax — — ( 126.0 ) — — ( 48.2 ) ( 174.2 ) Share-based compensation — 45.0 — — — — 45.0 Common stock issued under share-based incentive plans — ( 38.6 ) — — 21.3 — ( 17.3 ) Share repurchases — — — — ( 344.7 ) — ( 344.7 ) Dividends ($ 0.03 per share) — — — ( 1.3 ) — — ( 1.3 ) Affiliate equity activity: Affiliate equity compensation — 4.6 — — — 35.1 39.7 Issuances — ( 12.1 ) — — — 31.4 19.3 Purchases — ( 3.2 ) — — — ( 1.9 ) ( 5.1 ) Changes in redemption value of Redeemable non-controlling interests — 142.9 — — — — 142.9 Transfers to Redeemable non-controlling interests — — — — — ( 1.8 ) ( 1.8 ) Capital contributions and other — — — — — 39.4 39.4 Distributions to non-controlling interests — — — — — ( 278.0 ) ( 278.0 ) September 30, 2022 $ 0.6 $ 709.6 $ ( 213.9 ) $ 4,940.7 $ ( 2,670.8 ) $ 889.2 $ 3,655.4 The accompanying notes are an integral part of the Consolidated Financial Statements. 6 Table of Contents AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited) For the Nine Months Ended September 30, 2021 2022 Cash flow from (used in) operating activities: Net income $ 606.7 $ 557.0 Adjustments to reconcile Net income to cash flow from (used in) operating activities: Intangible amortization and impairments 25.3 39.4 Depreciation and other amortization 12.5 11.9 Deferred income tax expense 87.6 47.8 Equity method income (net) ( 125.1 ) ( 123.9 ) Distributions of earnings received from equity method investments 288.1 339.7 Share-based compensation and Affiliate equity expense 90.9 80.9 Other non-cash items ( 69.1 ) 2.0 Changes in assets and liabilities: Purchases of securities by consolidated Affiliate sponsored investment products ( 91.1 ) ( 34.5 ) Sales of securities by consolidated Affiliate sponsored investment products 49.9 24.5 (Increase) decrease in receivables ( 81.0 ) 9.5 Decrease in other assets 22.5 19.3 Increase (decrease) in payables, accrued liabilities, and other liabilities 80.1 ( 176.2 ) Cash flow from operating activities 897.3 797.4 Cash flow from (used in) investing activities: Investments in Affiliates, net of cash acquired ( 144.9 ) ( 147.8 ) Return of capital from equity method investments 3.4 0.8 Purchase of fixed assets ( 4.9 ) ( 9.1 ) Purchase of investment securities ( 57.4 ) ( 147.2 ) Sale of investment securities 26.0 36.7 Cash flow used in investing activities ( 177.8 ) ( 266.6 ) Cash flow from (used in) financing activities: Borrowings of senior bank debt, senior notes, and junior subordinated notes 200.0 — Repayments of senior bank debt and junior convertible securities ( 26.1 ) ( 60.8 ) Repurchases of common stock (net) ( 493.0 ) ( 353.1 ) Dividends paid on common stock ( 1.3 ) ( 1.2 ) Distributions to non-controlling interests ( 260.9 ) ( 278.0 ) Affiliate equity (purchases) / issuances (net) ( 47.8 ) ( 21.8 ) Subscriptions to consolidated Affiliate sponsored investment products, net of redemptions 33.2 6.5 Other financing items ( 29.6 ) ( 70.7 ) Cash flow used in financing activities ( 625.5 ) ( 779.1 ) Effect of foreign currency exchange rate changes on cash and cash equivalents ( 1.8 ) ( 37.3 ) Net increase (decrease) in cash and cash equivalents 92.2 ( 285.6 ) Cash and cash equivalents at beginning of period 1,039.7 908.5 Effect of deconsolidation of Affiliate sponsored investment products ( 3.9 ) — Cash and cash equivalents at end of period $ 1,128.0 $ 622.9 The accompanying notes are an integral part of the Consolidated Financial Statements. 7 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Basis of Presentation and Use of Estimates The Consolidated Financial Statements of Affiliated Managers Group, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for full year financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair statement of the Company’s interim financial position and results of operations have been included and all intercompany balances and transactions have been eliminated. Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation. Operating results for interim periods are not necessarily indicative of the results that may be expected for any other period or for the full year. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 includes additional information about its operations, financial position, and accounting policies, and should be read in conjunction with this Quarterly Report on Form 10-Q. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. All amounts in these notes, except per share data in the text and tables herein, are stated in millions unless otherwise indicated. 2. Accounting Standards and Policies Recently Adopted Accounting Standards Effective January 1, 2022, the Company adopted Accounting Standard Update (“ASU”) 2020-06, Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity using a modified retrospective method. ASU 2020-06 removes the separate liability and equity accounting for the Company’s junior convertible securities. Consequently, the Company’s junior convertible securities are accounted for wholly as debt and are carried at their face value less unamortized debt issuance costs. The adoption resulted in increases in Debt and beginning Retained Earnings of $ 101.5 million and $ 4.5 million, respectively, and decreases in Additional paid-in-capital and Deferred income tax liability (net) of $ 80.6 million and $ 25.4 million, respectively. As a result of the adoption of ASU 2020-06, the Company also updated its Earnings Per Share accounting policy as described below. Earnings Per Share The calculation of Earnings per share (basic) is based on the weighted average number of shares of the Company’s common stock outstanding during the period. Earnings per share (diluted) is similar to Earnings per share (basic), but adjusts for the dilutive effect of the potential issuance of incremental shares of the Company’s common stock. The Company had share-based compensation awards outstanding during the periods presented with vesting provisions subject to certain performance conditions. These awards are excluded from the calculation of Earnings per share (diluted) if the performance condition has not been met as of the end of the reporting period. The Company has agreements with Affiliate equity holders that provide the Company a conditional right to call and holders a conditional right to put their interests to the Company at certain intervals. These arrangements are presented at their current redemption value as Redeemable non-controlling interests. The Company may settle these interests in cash or, subject to the terms of the applicable agreement, shares of its common stock, or other forms of consideration, at its option. Prior to 2022, the Company excluded any potential dilutive effect from possible share settlements of Redeemable non-controlling interests as the Company currently intends to settle in cash. Upon adoption of ASU 2020-06, the Company must assume the settlement of all of its Redeemable non-controlling interests using the maximum number of shares permitted under its arrangements. Purchases are assumed to occur at the beginning of the reporting period. The Company acquires the rights to the underlying Affiliate equity when purchased, and therefore, the earnings that would be acquired (net of tax) are assumed to increase Net income (controlling interest) in the computation of Earnings per share (diluted). The issuance of shares and the related income acquired are excluded from the calculation if an assumed purchase of Redeemable non-controlling interests would be anti-dilutive to diluted earnings per share. The Company had junior convertible securities outstanding during the periods presented and is required to apply the if-converted method to these securities in its calculation of Earnings per share (diluted). Under the if-converted method, shares that are issuable upon conversion are deemed outstanding, regardless of whether the securities are contractually convertible into the Company’s common stock at that time. For this calculation, the interest expense (net of tax) attributable to these dilutive 8 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) securities is added back to Net income (controlling interest), reflecting the assumption that the securities have been converted. Issuable shares for these securities and related interest expense are excluded from the calculation if an assumed conversion would be anti-dilutive to diluted earnings per share. Recent Accounting Developments In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security. The standard is effective for interim and annual periods beginning after December 15, 2023 for the Company, and is effective for interim and annual periods beginning after December 15, 2024 for the Company’s Affiliates. The Company is evaluating the impact of this standard, however it currently does not expect the adoption to have a material impact on its Consolidated Financial Statements. 3. Investments in Marketable Securities Equity Securities The following table summarizes the cost, gross unrealized gains, gross unrealized losses, and fair value of investments in equity securities: December 31, 2021 September 30, 2022 Cost $ 59.1 $ 73.8 Unrealized gains 8.1 10.5 Unrealized losses ( 2.7 ) ( 10.9 ) Fair value $ 64.5 $ 73.4 As of December 31, 2021 and September 30, 2022, investments in equity securities include consolidated Affiliate sponsored investment products with fair values of $ 28.9 million and $ 21.2 million, respectively. Debt Securities The following table summarizes the cost, gross unrealized losses, and fair value of investments in U.S. Treasury Notes classified as available-for-sale, which mature in 2024, and other debt securities classified as trading: December 31, 2021 September 30, 2022 Cost $ 14.1 $ 113.4 Unrealized losses ( 0.1 ) ( 3.1 ) Fair value $ 14.0 $ 110.3 As of December 31, 2021 and September 30, 2022, investments in debt securities classified as trading include consolidated Affiliate sponsored investment products with fair values of $ 14.0 million and $ 10.4 million, respectively. 4. Other Investments Other investments consist of investments in funds advised by the Company’s Affiliates that are carried at net asset value (“NAV”) as a practical expedient and other investments without readily determinable fair values. Any gain or loss related to these investments is recorded in Investment and other income on the Consolidated Statements of Income. Investments Measured at NAV as a Practical Expedient The Company’s Affiliates sponsor investment funds in which the Company and its consolidated Affiliates may make general partner and seed capital investments. These funds operate in partnership form and apply the specialized fair value accounting for investment companies. The Company accounts for its interests in these funds using the equity method of accounting and is required to retain the specialized accounting of the investment companies. Because the funds’ investments do not have readily determinable fair values, the Company uses the NAV of these investments as a practical expedient for their fair values. The following table summarizes the fair values of these investments and any related unfunded commitments: 9 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) December 31, 2021 September 30, 2022 Category of Investment Fair Value Unfunded Commitments Fair Value Unfunded Commitments Private equity funds (1) $ 310.2 $ 156.3 $ 285.3 $ 154.7 Investments in other strategies (2) 14.6 — 18.0 — Total (3) $ 324.8 $ 156.3 $ 303.3 $ 154.7 ___________________________ (1) The Company accounts for the majority of its interests in private equity funds one quarter in arrears (adjusted for current period calls and distributions). These funds primarily invest in a broad range of third-party funds and direct investments. Distributions will be received as the underlying assets are liquidated over the life of the funds, which is generally up to 15 years. (2) These are multi-disciplinary funds that invest across various asset classes and strategies, including equity, credit, and real estate. Investments are generally redeemable on a daily, monthly, or quarterly basis. (3) Fair value attributable to the controlling interest was $ 224.4 million and $ 209.1 million as of December 31, 2021 and September 30, 2022, respectively. Investments Without Readily Determinable Fair Values The Company made an investment in a private corporation where it does not exercise significant influence. Because this investment does not have a readily determinable fair value, the Company has elected to measure this investment at its cost minus impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments in the private corporation. The following table summarizes the cost, cumulative unrealized gains, and carrying amount of investments without readily determinable fair values: December 31, 2021 September 30, 2022 Cost $ 8.5 $ 8.5 Cumulative unrealized gains 41.9 41.9 Carrying amount $ 50.4 $ 50.4 During the three and nine months ended September 30, 2022, the Company recorded no gains or losses on the underlying investment. The following table presents the changes in Other investments: For the Three Months Ended September 30, 2021 2022 Measured at NAV as a Practical Expedient Without Readily Determinable Fair Values Total Measured at NAV as a Practical Expedient Without Readily Determinable Fair Values Total Balance, beginning of period $ 298.3 $ 13.8 $ 312.1 $ 334.3 $ 50.4 $ 384.7 Net realized and unrealized gains (losses) (1) 18.0 19.7 37.7 ( 10.4 ) — ( 10.4 ) Purchases and commitments 17.7 — 17.7 11.2 — 11.2 Sales and distributions ( 10.4 ) — ( 10.4 ) ( 31.8 ) — ( 31.8 ) Balance, end of period $ 323.6 $ 33.5 $ 357.1 $ 303.3 $ 50.4 $ 353.7 10 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) For the Nine Months Ended September 30, 2021 2022 Measured at NAV as a Practical Expedient Without Readily Determinable Fair Values Total Measured at NAV as a Practical Expedient Without Readily Determinable Fair Values Total Balance, beginning of period $ 243.4 $ 13.8 $ 257.2 $ 324.8 $ 50.4 $ 375.2 Net realized and unrealized gains (losses) (1) 68.2 19.7 87.9 ( 8.8 ) — ( 8.8 ) Purchases and commitments 44.6 — 44.6 38.3 — 38.3 Sales and distributions ( 32.6 ) — ( 32.6 ) ( 51.0 ) — ( 51.0 ) Balance, end of period $ 323.6 $ 33.5 $ 357.1 $ 303.3 $ 50.4 $ 353.7 ___________________________ (1) Recognized in Investment and other income. 5. Fair Value Measurements The following tables summarize financial assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurements December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial Assets Investments in marketable securities $ 78.5 $ 64.5 $ 14.0 $ — Derivative financial instruments (1) 0.9 — 0.9 — Financial Liabilities (2) Contingent payment obligations $ 40.3 $ — $ — $ 40.3 Affiliate equity purchase obligations 12.6 — — 12.6 Derivative financial instruments 0.8 — 0.8 — Fair Value Measurements September 30, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial Assets Investments in marketable securities $ 183.7 $ 73.4 $ 110.3 $ — Derivative financial instruments (1) 4.0 — 4.0 — Financial Liabilities (2) Contingent payment obligations $ 13.9 $ — $ — $ 13.9 Affiliate equity purchase obligations 25.4 — — 25.4 Derivative financial instruments 6.1 — 6.1 — __________________________ (1) Amounts are presented within Other assets on the Consolidated Balance Sheets. (2) Amounts are presented within Other liabilities on the Consolidated Balance Sheets. Level 3 Financial Liabilities The following table presents the changes in level 3 liabilities: 11 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) For the Three Months Ended September 30, 2021 2022 Contingent Payment Obligations Affiliate Equity Purchase Obligations Contingent Payment Obligations Affiliate Equity Purchase Obligations Balance, beginning of period $ — $ 47.9 $ 14.2 $ 25.0 Net realized and unrealized gains (1) — — ( 0.3 ) ( 1.4 ) Purchases and issuances (2) — 3.3 — 6.6 Settlements and reductions — ( 3.5 ) — ( 4.8 ) Balance, end of period $ — $ 47.7 $ 13.9 $ 25.4 Net change in unrealized gains relating to instruments still held at the reporting date $ — $ — $ ( 0.3 ) $ ( 1.5 ) For the Nine Months Ended September 30, 2021 2022 Contingent Payment Obligations Affiliate Equity Purchase Obligations Contingent Payment Obligations Affiliate Equity Purchase Obligations Balance, beginning of period $ — $ 22.0 $ 40.3 $ 12.6 Net realized and unrealized losses (gains) (1) — 2.2 ( 26.4 ) ( 5.3 ) Purchases and issuances (2) — 86.3 — 55.1 Settlements and reductions — ( 62.8 ) — ( 37.0 ) Balance, end of period $ — $ 47.7 $ 13.9 $ 25.4 Net change in unrealized gains relating to instruments still held at the reporting date $ — $ — $ ( 26.4 ) $ ( 5.3 ) ___________________________ (1) Gains and losses resulting from changes to expected payments are included in Other expenses (net) and the accretion of these obligations is included in Interest expense in the Consolidated Statements of Income. (2) Affiliate equity purchase obligation activity includes transfers from Redeemable non-controlling interests. The following table presents certain quantitative information about the significant unobservable inputs used in valuing the Company’s level 3 fair value measurements: Quantitative Information About Level 3 Fair Value Measurements December 31, 2021 September 30, 2022 Valuation Techniques Unobservable Input Fair Value Range Weighted Average (1) Fair Value Range Weighted Average (1) Contingent payment obligations Monte Carlo Simulation Volatility $ 40.3 13 % - 25 % 13 % $ 13.9 17 % - 25 % 18 % Discount rates 1 % - 2 % 2 % 6 % 6 % Affiliate equity purchase obligations Discounted cash flow Growth rates (2) $ 12.6 ( 13 )% - 7 % 2 % $ 25.4 1 % - 8 % 3 % Discount rates 15 % - 18 % 15 % 14 % - 18 % 16 % ___________________________ (1) Calculated by comparing the relative fair value of an obligation to its respective total. (2) Represents growth rates of asset- and performance-based fees. Contingent payment obligations represent the fair value of the expected future settlement amounts related to the Company’s investments in its consolidated Affiliates. Changes to assumed volatility and discount rates change the fair value of 12 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) contingent payment obligations. Increases to the volatility rates used would result in higher fair values, while increases to the discount rates used would result in lower fair values. Affiliate equity purchase obligations include agreements to purchase Affiliate equity. As of September 30, 2022, there were no changes to growth or discount rates that had a significant impact to Affiliate equity purchase obligations recorded in prior periods. Other Financial Assets and Liabilities Not Carried at Fair Value The following table summarizes other financial liabilities not carried at fair value: December 31, 2021 September 30, 2022 Carrying Value Fair Value Carrying Value Fair Value Fair Value Hierarchy Senior notes $ 1,098.0 $ 1,165.6 $ 1,098.5 $ 1,022.9 Level 2 Junior subordinated notes 765.8 809.1 765.9 617.1 Level 2 Junior convertible securities 299.5 461.4 341.7 330.9 Level 2 The Company has other financial assets and liabilities that are not required to be carried at fair value, but are required to be disclosed at fair value. The carrying amount of Cash and cash equivalents, Receivables, Payables and accrued liabilities, and certain Other liabilities approximates fair value because of the short-term nature of these instruments. The carrying value of notes receivable, which is reported in Other assets, approximates fair value because interest rates and other terms are at market rates. The carrying value of the credit facilities approximates fair value because the credit facilities have variable interest based on selected short-term rates. 6. Investments in Affiliates and Affiliate Sponsored Investment Products In evaluating whether an investment must be consolidated, the Company evaluates the risk, rewards, and significant terms of each of its Affiliates and other investments to determine if an investment is considered a voting rights entity (“VRE”) or a variable interest entity (“VIE”). An entity is a VRE when the total equity investment at risk is sufficient to enable the entity to finance its activities independently, and when the equity holders have the obligation to absorb losses, the right to receive residual returns, and the right to direct the activities of the entity that most significantly impact its economic performance. An entity is a VIE when it lacks one or more of the characteristics of a VRE, which, for the Company, are Affiliate investments structured as partnerships (or similar entities) where the Company is a limited partner and lacks substantive kick-out or substantive participation rights over the general partner. Assessing whether an entity is a VRE or VIE involves judgment. Upon the occurrence of certain events, management reviews and reconsiders its previous conclusion regarding the status of an entity as a VRE or a VIE. The Company consolidates VREs when it has control over significant operating, financial, and investing decisions of the entity. When the Company lacks such control, but is deemed to have significant influence, the Company accounts for the VRE under the equity method. Investments with readily determinable fair values in which the Company does not have rights to exercise significant influence are recorded at fair value on the Consolidated Balance Sheets, with changes in fair value included in Investment and other income. The Company consolidates VIEs when it is the primary beneficiary of the entity, which is defined as having the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Substantially all of the Company’s consolidated Affiliates considered VIEs are controlled because the Company holds a majority of the voting interests or it is the managing member or general partner. Furthermore, an Affiliate’s assets can be used for purposes other than the settlement of the respective Affiliate’s obligations. The Company applies the equity method of accounting to VIEs where the Company is not the primary beneficiary, but has the ability to exercise significant influence over operating and financial matters of the VIE. Investments in Affiliates Substantially all of the Company’s Affiliates are considered VIEs and are either consolidated or accounted for under the equity method. A limited number of the Company’s Affiliates are considered VREs and most of these are accounted for under the equity method. 13 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) When an Affiliate is consolidated, the portion of the earnings attributable to Affiliate management’s and any co-investor’s equity ownership is included in Net income (non-controlling interests) in the Consolidated Statements of Income. Undistributed earnings attributable to Affiliate management’s and any co-investor’s equity ownership, along with their share of any tangible or intangible net assets, are presented within Non-controlling interests on the Consolidated Balance Sheets. Affiliate equity interests where the holder has certain rights to demand settlement are presented, at their current redemption values, as Redeemable non-controlling interests or Other liabilities on the Consolidated Balance Sheets. The Company periodically issues, sells, and purchases the equity of its consolidated Affiliates. Because these transactions take place between entities that are under common control, any gains or losses attributable to these transactions are required to be included in Additional paid-in capital in the Consolidated Balance Sheets, net of any related income tax effects in the period the transaction occurs. When an Affiliate is accounted for under the equity method, the Company’s share of an Affiliate’s earnings or losses, net of amortization and impairments, is included in Equity method income (net) in the Consolidated Statements of Income and the carrying value of the Affiliate is reported in Equity method investments in Affiliates (net) in the Consolidated Balance Sheets. Deferred taxes recorded on intangible assets upon acquisition of an Affiliate accounted for under the equity method are presented on a gross basis within Equity method investments in Affiliates (net) and Deferred income tax liability (net) in the Consolidated Balance Sheets. The Company’s share of income taxes incurred directly by Affiliates accounted for under the equity method is recorded in Income tax expense in the Consolidated Statements of Income. The Company periodically performs assessments to determine if the fair value of an investment may have declined below its related carrying value for its Affiliates accounted for under the equity method for a period that the Company considers to be other-than-temporary. Where the Company believes that such declines may have occurred, the Company determines the amount of impairment using valuation methods, such as discounted cash flow analyses. Impairments are recorded as an expense in Equity method income (net) to reduce the carrying value of the Affiliate to its fair value. The unconsolidated assets, net of liabilities and non-controlling interests of Affiliates accounted for under the equity method considered VIEs, and the Company’s carrying value and maximum exposure to loss, were as follows: December 31, 2021 September 30, 2022 Unconsolidated VIE Net Assets Carrying Value and Maximum Exposure to Loss Unconsolidated VIE Net Assets Carrying Value and Maximum Exposure to Loss Affiliates accounted for under the equity method $ 1,864.7 $ 2,023.0 $ 1,558.4 $ 1,951.3 As of December 31, 2021 and September 30, 2022, the carrying value and maximum exposure to loss for all of the Company’s Affiliates accounted for under the equity method was $ 2,134.4 million and $ 2,046.8 million, respectively, including Affiliates accounted for under the equity method considered VREs of $ 111.4 million and $ 95.5 million, respectively. Affiliate Sponsored Investment Products The Company’s Affiliates sponsor various investment products where the Affiliate also acts as the investment adviser. These investment products are typically owned primarily by third-party investors; however, certain products are funded with general partner and seed capital investments from the Company and its Affiliates. Third-party investors in Affiliate sponsored investment products are generally entitled to substantially all of the economics of these products, except for the asset- and performance-based fees earned by the Company’s Affiliates or any gains or losses attributable to the Company’s or its Affiliates’ investments in these products. As a result, the Company generally does not consolidate these products. However, for certain products, the Company’s consolidated Affiliates, as the investment manager, have the power to direct the activities of the investment product and have an exposure to the economics of the VIE that is more than insignificant, though generally only for a short period while the product is established and has yet to attract significant other investors. When the products are consolidated, the Company retains the specialized investment company accounting principles of the underlying products, and all of the underlying investments are carried at fair value in Investments in marketable securities in the Consolidated Balance Sheets, with corresponding changes in the investments’ fair values included in Investment and other income. Purchases and sales of securities are presented within purchases and sales by consolidated Affiliate sponsored investment products in the Consolidated Statements of Cash Flows, respectively, and the third-party investors’ interests are recorded in Redeemable non-controlling interests. When the Company or its consolidated Affiliates no longer control these products, due to a reduction in ownership or other reasons, the products are deconsolidated with only the Company’s or its consolidated Affiliate’s investment in the product reported from the date of deconsolidation. 14 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The Company’s carrying value, and maximum exposure to loss from unconsolidated Affiliate sponsored investment products, is its or its consolidated Affiliates’ interests in the unconsolidated net assets of the respective products. The net assets of unconsolidated VIEs attributable to Affiliate sponsored investment products, and the Company’s carrying value and maximum exposure to loss, were as follows: December 31, 2021 September 30, 2022 Unconsolidated VIE Net Assets Carrying Value and Maximum Exposure to Loss Unconsolidated VIE Net Assets Carrying Value and Maximum Exposure to Loss Affiliate sponsored investment products $ 4,958.5 $ 15.7 $ 4,722.0 $ 21.8 7. Debt The following table summarizes the Company’s Debt: December 31, 2021 September 30, 2022 Senior bank debt $ 349.9 $ 349.9 Senior notes 1,093.5 1,094.8 Junior subordinated notes 751.4 751.5 Junior convertible securities 295.6 338.6 Debt $ 2,490.4 $ 2,534.8 The Company’s senior notes, junior subordinated notes, and junior convertible securities are carried at amortized cost. Unamortized discounts and debt issuance costs are presented within the Consolidated Balance Sheets as an adjustment to the carrying value of the associated debt. Effective January 1, 2022, the Company adjusted the carrying value of its junior convertible securities (see Note 2). Senior Bank Debt The Company has a $ 1.25 billion senior unsecured multicurrency revolving credit facility (the “revolver”) and a $ 350.0 million senior unsecured term loan facility (the “term loan” and, together with the revolver, the “credit facilities”). Both the revolver and the term loan mature on October 23, 2026. Subject to certain conditions, the Company may increase the commitments under the revolver by up to an additional $ 500.0 million and may borrow up to an additional $ 75.0 million under the term loan. The Company pays interest on any outstanding obligations under the credit facilities at specified rates, currently based either on an applicable LIBOR rate (subject to customary LIBOR succession provisions) or prime rate, plus a marginal rate determined based on its credit rating. As of September 30, 2022, the interest rate for the Company’s borrowings under the term loan was LIBOR plus 0.85 %. As of December 31, 2021 and September 30, 2022, the Company had no outstanding borrowings under the revolver. Senior Notes As of September 30, 2022, the Company had senior notes outstanding. The carrying value of the senior notes is accreted to the principal amount at maturity over the remaining life of the underlying instrument. The principal terms of the senior notes outstanding as of September 30, 2022 were as follows: 2024 Senior Notes 2025 Senior Notes 2030 Senior Notes Issue date February 2014 February 2015 June 2020 Maturity date February 2024 August 2025 June 2030 Par value (in millions) $ 400.0 $ 350.0 $ 350.0 Stated coupon 4.25 % 3.50 % 3.30 % Coupon frequency Semi-annually Semi-annually Semi-annually Potential call date Any time Any time Any time Call price As defined As defined As defined 15 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The senior notes may be redeemed, in whole or in part, at any time, in the case of the 2024 and 2025 senior notes, and at any time prior to March 15, 2030, in the case of the 2030 senior notes. In each case, the senior notes may be redeemed at a make-whole redemption price, plus accrued and unpaid interest. The make-whole redemption price, in each case, is equal to the greater of 100 % of the principal amount of the notes to be redeemed and the remaining principal and interest payments on the notes being redeemed (excluding accrued but unpaid interest to, but not including, the redemption date) discounted to their present value as of the redemption date at the applicable treasury rate plus 0.25 %, in the case of the 2024 and the 2025 senior notes, and to their present value as of the redemption date on a semi-annual basis at the applicable treasury rate plus 0.40 %, in the case of the 2030 senior notes. Junior Subordinated Notes As of September 30, 2022, the Company had junior subordinated notes outstanding. The carrying value of the junior subordinated notes is accreted to the principal amount at maturity over the remaining life of the underlying instrument. The principal terms of the junior subordinated notes outstanding as of September 30, 2022 were as follows: 2059 Junior Subordinated Notes 2060 Junior Subordinated Notes 2061 Junior Subordinated Notes Issue date March 2019 September 2020 July 2021 Maturity date March 2059 September 2060 September 2061 Par value (in millions) $ 300.0 $ 275.0 $ 200.0 Stated coupon 5.875 % 4.75 % 4.20 % Coupon frequency Quarterly Quarterly Quarterly Potential call date March 2024 September 2025 September 2026 Call price As defined As defined As defined Listing NYSE NYSE NYSE The junior subordinated notes may be redeemed at any time, in whole or in part, on or after March 30, 2024, in the case of the 2059 junior subordinated notes, on or after September 30, 2025, in the case of the 2060 junior subordinated notes, and on or after September 30, 2026, in the case of the 2061 junior subordinated notes. In each case, the junior subordinated notes may be redeemed at 100 % of the principal amount of the notes being redeemed, plus any accrued and unpaid interest thereon. Prior to the applicable redemption date, at the Company’s option, the applicable junior subordinated notes may also be redeemed, in whole but not in part, at 100 % of the principal amount, plus any accrued and unpaid interest, if certain changes in tax laws, regulations, or interpretations occur; or at 102 % of the principal amount, plus any accrued and unpaid interest, if a rating agency makes certain changes relating to the equity credit criteria for securities with features similar to the applicable notes. The Company may, at its option, and subject to certain conditions and restrictions, defer interest payments subject to the terms of the junior subordinated notes. Junior Convertible Securities Effective January 1, 2022, the Company adopted ASU 2020-06. See Note 2. As of September 30, 2022, the Company had $ 341.7 million of principal outstanding in its 5.15 % junior convertible trust preferred securities (the “junior convertible securities”), maturing in 2037. The junior convertible securities bear interest at a rate of 5.15 % per annum, payable quarterly in cash. As of December 31, 2021 and September 30, 2022, the unamortized issuance costs related to the junior convertible securities were $ 3.9 million and $ 3.1 million, respectively. The following table presents interest expense recognized in connection with the the junior convertible securities: 16 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2022 2021 2022 Contractual interest expense $ 5.2 $ 4.4 $ 15.9 $ 13.9 Amortization of debt issuance costs 0.1 0.1 0.2 0.2 Amortization of debt discount 0.8 — 2.4 — Total $ 6.1 $ 4.5 $ 18.5 $ 14.1 Effective interest rate 6.00 % 5.21 % 5.99 % 5.21 % Holders of the junior convertible securities have no rights to put these securities to the Company. The holder may convert the securities to 0.2558 shares of common stock per $ 50.00 junior convertible security, equivalent to an adjusted conversion price of $ 195.47 per share. The conversion rate is subject to adjustments as described in the Amended and Restated Declaration of Trust of AMG Capital Trust II and the related indenture, both dated October 17, 2007 and filed as exhibits to the Company’s most recent Annual Report on Form 10-K. Upon conversion, holders will receive cash or shares of the Company’s common stock, or a combination thereof, at the Company’s election. The Company may redeem the junior convertible securities if the closing price of its common stock for 20 trading days in a period of 30 consecutive trading days exceeds 130 % of the then prevailing conversion price, and may also repurchase junior convertible securities in the open market or in privately negotiated transactions from time to time at management’s discretion. During the nine months ended September 30, 2021 and 2022, the Company repurchased a portion of its junior convertible securities for a purchase price of $ 28.7 million and $ 60.9 million, respectively, and as a result of these repurchases, the Company reduced its Deferred income tax liability (net) by $ 6.2 million and $ 11.7 million, respectively. 8. Equity Distribution Program In the second quarter of 2022, the Company entered into equity distribution and forward equity agreements with several major securities firms under which it may, from time to time, issue and sell shares of its common stock (immediately or on a forward basis) having an aggregate sales price of up to $ 500.0 million (the “equity distribution program”). This equity distribution program superseded and replaced the Company’s prior equity distribution program. As of September 30, 2022, no sales had occurred under the equity distribution program. 9. Commitments and Contingencies From time to time, the Company and its Affiliates may be subject to claims, legal proceedings, and other contingencies in the ordinary course of their business activities. Any such matters are 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, as necessary, for matters for which the outcome is probable and the amount of the liability can be reasonably estimated. The Company has committed to co-invest in certain Affiliate sponsored investment products. As of September 30, 2022, these unfunded commitments were $ 154.7 million and may be called in future periods. As of September 30, 2022, the Company was obligated to make deferred payments and was contingently liable to make payments in connection with certain of its consolidated Affiliates as follows: Earliest Payable Controlling Interest Co-Investor Total 2022 2023 2024 2025 Deferred payment obligations (1) $ 215.2 $ 49.8 $ 265.0 $ 200.0 $ 21.7 $ 43.3 $ — Contingent payment obligations (2) 10.8 3.1 13.9 — — 12.6 1.3 __________________________ (1) As of November 7, 2022, the Company’s deferred payment obligations related to certain of its consolidated Affiliates were $ 65.0 million, all of which is attributable to the controlling interest and payable from 2023 through 2024. 17 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (2) Fair value as of September 30, 2022. The Company is contingently liable to make maximum contingent payments of up to $ 110.0 million ($ 24.9 million attributable to the co-investor), of which $ 100.0 million and $ 10.0 million may become payable in 2024 and 2025, respectively. The Company had liabilities for deferred and contingent payment obligations related to certain of its investments in Affiliates accounted for under the equity method. As of September 30, 2022, the Company was obligated to make payments of up to $ 68.0 million, all of which is payable in 2022. As of November 7, 2022, the Company’s deferred payment obligations related to certain of its Affiliates accounted for under the equity method were $ 187.7 million, all of which is payable in 2022. Liabilities for deferred and contingent payments are included in Other liabilities. As of September 30, 2022, the Company was contingently liable to make payments of $ 147.5 million related to the achievement of specified financial targets by certain of its Affiliates accounted for under the equity method, all of which may become payable from 2023 through 2029. As of September 30, 2022, the Company expected to make payments of approximately $ 13 million. In the event certain financial targets are not met at one of the Company’s Affiliates accounted for under the equity method, the Company may receive payments of up to $ 12.5 million and also has the option to reduce its ownership interest and receive an incremental payment of $ 25.0 million. Affiliate equity interests provide holders at consolidated Affiliates with a conditional right to put their interests to the Company over time. See Note 15. The Company and certain of its consolidated Affiliates operate under regulatory authorities that require the maintenance of minimum financial or capital requirements. The Company’s management is not aware of any significant violations of such requirements. 10. Goodwill and Acquired Client Relationships The following tables present the changes in the Company’s consolidated Affiliates’ Goodwill and components of Acquired client relationships (net): Goodwill Balance, as of December 31, 2021 $ 2,689.2 Foreign currency translation ( 61.3 ) Balance, as of September 30, 2022 $ 2,627.9 As of September 30, 2022, the Company completed its annual impairment assessment on goodwill and no impairment was indicated. Acquired Client Relationships (Net) Definite-lived Indefinite-lived Total Gross Book Value Accumulated Amortization Net Book Value Net Book Value Net Book Value Balance, as of December 31, 2021 $ 1,364.2 $ ( 1,028.1 ) $ 336.1 $ 1,630.3 $ 1,966.4 Intangible amortization and impairments — ( 36.9 ) ( 36.9 ) ( 2.5 ) ( 39.4 ) Foreign currency translation ( 12.3 ) 10.1 ( 2.2 ) ( 60.7 ) ( 62.9 ) Balance, as of September 30, 2022 $ 1,351.9 $ ( 1,054.9 ) $ 297.0 $ 1,567.1 $ 1,864.1 Definite-lived acquired client relationships at the Company’s consolidated Affiliates are amortized over their expected period of economic benefit. The Company recorded amortization expense within Intangible amortization and impairments in the Consolidated Statements of Income for these relationships of $ 8.9 million and $ 25.3 million for the three and nine months ended September 30, 2021, respectively, and $ 12.2 million and $ 36.9 million for the three and nine months ended September 30, 2022, respectively. Based on relationships existing as of September 30, 2022, the Company estimates that its consolidated amortization expense will be approximately $ 12 million for the remainder of 2022, approximately $ 50 million in 2023, and approximately $ 35 million in each of 2024, 2025, 2026, and 2027. As of September 30, 2022, no impairments of indefinite-lived acquired client relationships were indicated. 11. Equity Method Investments in Affiliates 18 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) In the first quarter of 2022 the Company completed an additional investment in Systematica Investments (“Systematica”), an innovative technology-driven systematic manager. The Company expects the majority of the consideration paid for Systematica will be deductible for U.S. tax purposes over a 15-year life. The Company’s purchase price allocation for the investment was measured using a discounted cash flow analysis that included assumptions of expected market performance, net client cash flows, and discount rates. The financial results of certain Affiliates accounted for under the equity method are recognized in the Consolidated Financial Statements one quarter in arrears. Equity method investments in Affiliates (net) consisted of the following: December 31, 2021 September 30, 2022 Goodwill $ 1,264.4 $ 1,330.9 Definite-lived acquired client relationships (net) 470.1 462.3 Indefinite-lived acquired client relationships (net) 174.4 171.4 Undistributed earnings and tangible capital 225.5 82.2 Equity method investments in Affiliates (net) $ 2,134.4 $ 2,046.8 The following table presents the change in Equity method investments in Affiliates (net): Equity Method Investments in Affiliates (Net) Balance, as of December 31, 2021 $ 2,134.4 Investments in Affiliates 182.8 Earnings 213.2 Intangible amortization and impairments ( 89.3 ) Distributions of earnings ( 340.9 ) Return of capital ( 0.8 ) Foreign currency translation ( 44.1 ) Other ( 8.5 ) Balance, as of September 30, 2022 $ 2,046.8 Definite-lived acquired client relationships at the Company’s Affiliates accounted for under the equity method are amortized over their expected period of economic benefit. The Company recognized amortization expense for these relationships of $ 29.3 million and $ 93.8 million for the three and nine months ended September 30, 2021, respectively, and $ 31.4 million and $ 89.3 million for the three and nine months ended September 30, 2022, respectively. Based on relationships existing as of September 30, 2022, the Company estimates the amortization expense attributable to its Affiliates will be approximately $ 25 million for the remainder of 2022, approximately $ 80 million in 2023, approximately $ 50 million in each of 2024 and 2025, and approximately $ 40 million in each of 2026 and 2027. The Company had liabilities for deferred and contingent payment obligations related to certain of its investments in Affiliates accounted for under the equity method. See Note 9. The Company had 21 Affiliates accounted for under the equity method as of December 31, 2021 and September 30, 2022. The majority of these Affiliates are partnerships with structured interests that define how the Company will participate in Affiliate earnings, typically based upon a fixed percentage of revenue reduced by, in some cases, certain agreed-upon expenses. The partnership agreements do not define a fixed percentage for the Company’s ownership of the equity of the Affiliate. These percentages would be subject to a separate future negotiation if an Affiliate were to be sold or liquidated. In the first quarter of 2022, the Company and other parties entered into a Securities Purchase and Merger Agreement with EQT AB (“EQT”), a public company listed on Nasdaq Stockholm (EQT.ST), under which the Company and each of the other owners agreed to sell their respective equity interests in Baring Private Equity Asia (“BPEA”), an Affiliate 19 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) accounted for by the Company under the equity method, to EQT, in connection with the announced strategic combination of BPEA and EQT. Pursuant to the terms of the agreement, the Company was entitled to receive $ 240.0 million in cash and 28.68 million EQT ordinary shares ( 25 % of which are subject to a six -month lock-up), and to retain a portion of future carry in certain existing funds. The Company acquired its interest in BPEA for $ 187.5 million in 2016 and, as of September 30, 2022, its carrying value was $ 132.7 million. The Company’s gain on the transaction was taxable at closing, which occurred in October 2022. BPEA will be included in the Company’s results through the closing date. In October 2022, the Company made a minority investment in a private markets firm specializing in communications infrastructure with approximately $ 4 billion in assets under management. The financial results will be recognized in the Consolidated Financial Statements one quarter in arrears. 12. Related Party Transactions A prior owner of one of the Company’s consolidated Affiliates retains interests in certain of the Affiliate’s private equity partnerships and, as a result, is a related party of the Company. The prior owner’s interests are presented within Other liabilities and were $ 28.5 million and $ 19.0 million as of December 31, 2021 and September 30, 2022, respectively. The Company may invest from time to time in funds or products advised by its Affiliates. The Company’s executive officers and directors may invest from time to time in funds advised or products offered by its Affiliates, or receive other investment services provided by its Affiliates, on substantially the same terms as other investors. In addition, the Company and its Affiliates earn asset- and performance-based fees and incur distribution and other expenses for services provided to Affiliate sponsored investment products. Affiliate management owners and the Company’s officers may serve as trustees or directors of certain investment vehicles from which the Company or an Affiliate earns fees. The Company has related party transactions in association with its deferred and contingent payment obligations, and Affiliate equity transactions, as more fully described in Notes 9, 11, 14, and 15. 13. Share-Based Compensation The following table presents share-based compensation expense: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2022 2021 2022 Share-based compensation $ 21.2 $ 15.2 $ 44.5 $ 45.0 Tax benefit 3.5 2.0 7.8 5.6 As of December 31, 2021, the Company had unrecognized share-based compensation expense of $ 70.9 million. As of September 30, 2022, the Company had unrecognized share-based compensation expense of $ 76.7 million, which will be recognized over a weighted average period of approximately two years (assuming no forfeitures). Restricted Stock The following table summarizes transactions in the Company’s restricted stock units: Restricted Stock Units Weighted Average Grant Date Value Unvested units—December 31, 2021 1.1 $ 95.03 Units granted 0.4 129.46 Units vested ( 0.4 ) 99.38 Units forfeited ( 0.0 ) 97.83 Performance condition changes 0.0 139.30 Unvested units—September 30, 2022 1.1 105.87 For the nine months ended September 30, 2021 and 2022, the Company granted restricted stock units with fair values of $ 27.8 million and $ 47.1 million, respectively. These restricted stock units were valued based on the closing price of the Company’s common stock on the grant date and the number of shares expected to vest. Restricted stock units containing 20 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) vesting conditions generally require service over a period of three years to four years and may also require the satisfaction of certain performance conditions. For awards with performance conditions, the number of restricted stock units expected to vest may change over time depending upon the performance level achieved. Stock Options The following table summarizes transactions in the Company’s stock options: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Unexercised options outstanding—December 31, 2021 3.2 $ 77.39 Options granted 0.0 129.17 Options exercised ( 0.0 ) 105.90 Options forfeited ( 0.0 ) 166.15 Options expired ( 0.0 ) 207.63 Performance condition changes 0.0 139.31 Unexercised options outstanding—September 30, 2022 3.2 76.91 3.9 Exercisable at September 30, 2022 0.1 121.58 2.2 For the nine months ended September 30, 2021 and 2022, the Company granted stock options with fair values of $ 2.0 million and $ 1.8 million. respectively. Stock options generally vest over a period of three years to five years and expire seven years after the grant date. All stock options have been granted with exercise prices equal to the closing price of the Company’s common stock on the grant date. Substantially all of the Company’s outstanding stock options contain both service and performance conditions. For awards with performance conditions, the number of stock options expected to vest may change over time depending upon the performance level achieved. The weighted average fair value of options granted was $ 54.19 and $ 47.84 , per option, for the nine months ended September 30, 2021 and 2022, respectively. The Company uses the Black-Scholes option pricing model to determine the fair value of options. The weighted average grant date assumptions used to estimate the fair value of stock options granted were as follows: For the Nine Months Ended September 30, 2021 2022 Dividend yield 0.0 % 0.0 % Expected volatility 37.1 % 36.8 % Risk-free interest rate 1.0 % 1.7 % Expected life of options (in years) 5.7 5.7 Forfeiture rate — % — % 14. Redeemable Non-Controlling Interests Affiliate equity interests provide holders with an equity interest in one of the Company’s Affiliates, consistent with the structured partnership interests in place at the respective Affiliate. Affiliate equity holders generally have a conditional right to put their interests to the Company at certain intervals (between five years and 15 years from the date the equity interest is received by the Affiliate equity holder or on an annual basis following an Affiliate equity holder’s departure). Prior to becoming redeemable, the Company’s Affiliate equity is presented within Non-controlling interests. Upon becoming redeemable, these interests are reclassified to Redeemable non-controlling interests at their current redemption values. Changes in the current redemption value are recorded to Additional paid-in capital. When the Company has an unconditional obligation to purchase Affiliate equity interests, the interests are reclassified from Redeemable non-controlling interest to Other liabilities at current fair value. Changes in fair value are recorded to Other expenses (net). The following table presents the changes in Redeemable non-controlling interests: 21 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Redeemable Non-controlling Interests Balance, as of December 31, 2021 (1) $ 673.9 Decrease attributable to consolidated Affiliate sponsored investment products ( 6.3 ) Transfers to Other liabilities ( 39.9 ) Transfers from Non-controlling interests 1.8 Changes in redemption value ( 142.9 ) Balance, as of September 30, 2022 (1) $ 486.6 ___________________________ (1) As of December 31, 2021 and September 30, 2022, Redeemable non-controlling interests include consolidated Affiliate sponsored investment products primarily attributable to third-party investors of $ 25.0 million and $ 18.7 million, respectively. 15. Affiliate Equity Affiliate equity interests are allocated income in a manner that is consistent with the structured partnership interests in place at the respective Affiliate. The Company’s Affiliates generally pay quarterly distributions to Affiliate equity holders. Distributions paid to non-controlling interest Affiliate equity holders were $ 260.9 million and $ 278.0 million for the nine months ended September 30, 2021 and 2022, respectively. The Company periodically purchases Affiliate equity from and issues Affiliate equity to the Company’s consolidated Affiliate partners and other parties under agreements that provide the Company a conditional right to call and Affiliate equity holders the conditional right to put their Affiliate equity interests to the Company at certain intervals. The Company has the right to settle a portion of these purchases in shares of its common stock. For Affiliates accounted for under the equity method, the Company does not typically have such put and call arrangements. For the nine months ended September 30, 2021 and 2022, the amount of cash paid for purchases was $ 65.9 million and $ 37.0 million, respectively. For the nine months ended September 30, 2021 and 2022, the total amount of cash received for issuances was $ 18.1 million and $ 15.2 million, respectively. Sales and purchases of Affiliate equity generally occur at fair value; however, the Company also grants Affiliate equity to its consolidated Affiliate partners and other parties as a form of compensation. If the equity is issued for consideration below the fair value of the equity, or purchased for consideration above the fair value of the equity, the difference is recorded as compensation expense in Compensation and related expenses in the Consolidated Statements of Income over the requisite service period. The following table presents Affiliate equity compensation expense: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2022 2021 2022 Controlling interest $ 2.8 $ 0.5 $ 9.9 $ 0.8 Non-controlling interests 8.9 8.5 36.5 35.1 Total $ 11.7 $ 9.0 $ 46.4 $ 35.9 The following table presents unrecognized Affiliate equity compensation expense: Controlling Interest Remaining Life Non-controlling Interests Remaining Life December 31, 2021 $ 41.9 6 years $ 294.1 7 years September 30, 2022 34.2 5 years 297.1 7 years The Company records amounts receivable from, and payable to, Affiliate equity holders in connection with the transfer of Affiliate equity interests that have not settled at the end of the period. The total receivable was $ 9.0 million and $ 9.7 million as 22 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) of December 31, 2021 and September 30, 2022, respectively, and was included in Other assets. The total payable was $ 12.6 million and $ 25.4 million as of December 31, 2021 and September 30, 2022, respectively, and was included in Other liabilities. Effects of Changes in the Company’s Ownership in Affiliates The Company periodically acquires interests from, and transfers interests to, Affiliate equity holders. Because these transactions do not result in a change of control, any gain or loss related to these transactions is recorded to Additional paid-in capital, which increases or decreases the controlling interest’s equity. No gain or loss related to these transactions is recognized in the Consolidated Statements of Income or the Consolidated Statements of Comprehensive Income. While the Company presents the current redemption value of Affiliate equity within Redeemable non-controlling interests, with changes in the current redemption value increasing or decreasing the controlling interest’s equity over time, the following table presents the cumulative effect that ownership changes had on the controlling interest’s equity related only to Affiliate equity transactions that settled during the applicable periods: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2022 2021 2022 Net income (controlling interest) $ 128.4 $ 112.6 $ 387.3 $ 368.0 Decrease in controlling interest paid-in capital from Affiliate equity issuances — ( 5.1 ) ( 17.5 ) ( 0.2 ) Decrease in controlling interest paid-in capital from Affiliate equity purchases ( 1.2 ) ( 2.3 ) ( 57.2 ) ( 32.2 ) Net income (controlling interest) including the net impact of Affiliate equity transactions $ 127.2 $ 105.2 $ 312.6 $ 335.6 16. Income Taxes The Company’s consolidated income tax provision includes taxes attributable to the controlling interest and, to a lesser extent, taxes attributable to the non-controlling interests. The following table presents the consolidated provision for income taxes: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2022 2021 2022 Controlling interest: Current taxes $ 23.2 $ 17.9 $ 71.6 $ 73.3 Intangible-related deferred taxes 12.0 12.7 51.9 41.2 Other deferred taxes 7.4 4.2 29.7 6.6 Total controlling interest 42.6 34.8 153.2 121.1 Non-controlling interests: Current taxes $ 2.3 $ 2.0 $ 7.2 $ 9.4 Deferred taxes — — 6.0 — Total non-controlling interests 2.3 2.0 13.2 9.4 Income tax expense $ 44.9 $ 36.8 $ 166.4 $ 130.5 Income before income taxes (controlling interest) $ 171.0 $ 147.4 $ 540.5 $ 489.1 Effective tax rate (controlling interest) (1) 24.9 % 23.6 % 28.3 % 24.8 % ___________________________ (1) Taxes attributable to the controlling interest divided by income before income taxes (controlling interest). The Company’s effective tax rate (controlling interest) for the three months ended September 30, 2021 was not meaningfully different than the marginal tax rate of 24.5%. The Company’s effective tax rate (controlling interest) for the nine 23 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) months ended September 30, 2021 was higher than the marginal tax rate of 24.5%, primarily due to a $ 19.2 million deferred tax expense resulting from an increase in the UK tax rate enacted during the second quarter of 2021. The Company’s effective tax rate (controlling interest) for the three months ended September 30, 2022 was lower than the marginal tax rate of 24.5%, primarily due to a $ 3.3 million tax benefit related to a change in the Company’s estimated foreign tax expense related to 2021. The Company’s effective tax rate (controlling interest) for the nine months ended September 30, 2022 was not meaningfully different than the marginal tax rate of 24.5% . 17. Earnings Per Share The calculation of Earnings per share (basic) is based on the weighted average number of shares of the Company’s common stock outstanding during the period. Earnings per share (diluted) is similar to Earnings per share (basic), but adjusts for the dilutive effect of the potential issuance of incremental shares of the Company’s common stock. The following is a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share available to common stockholders: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2022 2021 2022 Numerator Net income (controlling interest) $ 128.4 $ 112.6 $ 387.3 $ 368.0 Income from hypothetical settlement of Redeemable non-controlling interests, net of taxes — 5.8 — 43.4 Interest expense on junior convertible securities, net of taxes 4.6 3.4 13.9 10.6 Net income (controlling interest), as adjusted $ 133.0 $ 121.8 $ 401.2 $ 422.0 Denominator Average shares outstanding (basic) 41.1 38.2 41.8 38.8 Effect of dilutive instruments: Stock options and restricted stock units 1.1 1.3 0.9 1.4 Hypothetical issuance of shares to settle Redeemable non-controlling interests — 2.3 — 5.7 Junior convertible securities 2.1 1.7 2.1 1.9 Average shares outstanding (diluted) 44.3 43.5 44.8 47.8 Average shares outstanding (diluted) in the table above excludes stock options and restricted stock units that have not met certain performance conditions and instruments that have an anti-dilutive effect on Earnings per share (diluted). The following is a summary of items excluded from the denominator in the table above: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2022 2021 2022 Stock options and restricted stock units 0.1 0.2 0.2 0.2 Shares issuable to settle Redeemable non-controlling interests — 4.3 — 2.0 For the three and nine months ended September 30, 2022, under its authorized share repurchase programs, the Company repurchased 0.6 million and 2.5 million shares of its common stock, respectively, at an average price per share of $ 125.13 and $ 135.73 , respectively. 18. Comprehensive Income The following table presents the tax effects allocated to each component of Other comprehensive income (loss): 24 Table of Contents AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) For the Three Months Ended September 30, 2021 2022 Pre-Tax Tax Expense Net of Tax Pre-Tax Tax Benefit Net of Tax Foreign currency translation gain (loss) $ ( 19.0 ) $ ( 0.7 ) $ ( 19.7 ) $ ( 91.7 ) $ 4.9 $ ( 86.8 ) Change in net realized and unrealized gain (loss) on derivative financial instruments ( 1.9 ) ( 0.0 ) ( 1.9 ) ( 1.6 ) 0.0 ( 1.6 ) Other comprehensive income (loss) $ ( 20.9 ) $ ( 0.7 ) $ ( 21.6 ) $ ( 93.3 ) $ 4.9 $ ( 88.4 ) For the Nine Months Ended September 30, 2021 2022 Pre-Tax Tax Expense Net of Tax Pre-Tax Tax Benefit Net of Tax Foreign currency translation gain (loss) $ 18.6 $ ( 6.9 ) $ 11.7 $ ( 174.8 ) $ 2.8 $ ( 172.0 ) Change in net realized and unrealized gain (loss) on derivative financial instruments ( 0.9 ) ( 0.1 ) ( 1.0 ) ( 2.2 ) 0.0 ( 2.2 ) Other comprehensive income (loss) $ 17.7 $ ( 7.0 ) $ 10.7 $ ( 177.0 ) $ 2.8 $ ( 174.2 ) The components of accumulated other comprehensive loss, net of taxes, were as follows: Foreign Currency Translation Adjustment Realized and Unrealized Gains (Losses) on Derivative Financial Instruments Total Balance, as of December 31, 2021 $ ( 155.1 ) $ 0.1 $ ( 155.0 ) Other comprehensive income (loss) before reclassifications ( 172.0 ) 0.0 ( 172.0 ) Amounts reclassified — ( 2.2 ) ( 2.2 ) Net other comprehensive loss ( 172.0 ) ( 2.2 ) ( 174.2 ) Balance, as of September 30, 2022 $ ( 327.1 ) $ ( 2.1 ) $ ( 329.2 ) 25 Table of Contents