Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None.
(b) None.
(c) Purchases of Equity Securities by the Issuer:
Period Total Number of Shares Purchased (1)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Average Price Paid Per Share Maximum Number of Shares that May Yet Be Purchased Under Outstanding Plans or Programs (2)
April 1-30, 2023 — $ — — $ — 3,906,396
May 1-31, 2023 131,959 141.57 131,959 141.57 3,774,437
June 1-30, 2023 (3)
581,697 121.40 581,697 121.40 3,192,740
Total 713,656 125.13 713,656 125.13
___________________________
(1) Includes shares surrendered to the Company to satisfy tax withholding and/or option exercise price obligations in connection with stock swap and option exercise transactions, if any.
(2) Our Board of Directors authorized share repurchase programs in October 2022 and January 2022 to repurchase up to 3.0 million and 2.0 million shares of our common stock, respectively, and these authorizations have no expiry. Purchases may be made from time to time, at management’s discretion, in the open market or in privately negotiated transactions, including through the use of trading plans, as well as pursuant to accelerated share repurchase programs or other share repurchase strategies that may include derivative financial instruments. As of June 30, 2023, there were a total of 3.2 million shares available for repurchase under our authorized share repurchase programs.
(3) Includes 0.4 million shares delivered upon the final settlement of a $225.0 million accelerated share repurchase agreement entered into in December 2022 and completed in June 2023, under which we repurchased a total of 1.5 million shares of our common stock at an average price of $147.29 per share.
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Item 6. Exhibits
The exhibits are listed on the Exhibit Index below.
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EXHIBIT INDEX
Exhibit No. Description
31.1 Certification of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Certification of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1 Certification of Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2 Certification of Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101 The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the three- and six-month periods ended June 30, 2023 and 2022, (ii) the Consolidated Statements of Comprehensive Income for the three- and six-month periods ended June 30, 2023 and 2022, (iii) the Consolidated Balance Sheets at June 30, 2023 and December 31, 2022, (iv) the Consolidated Statements of Changes in Equity for the three- and six-month periods ended June 30, 2023 and 2022, (v) the Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2023 and 2022, and (vi) the Notes to the Consolidated Financial Statements
104 The cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101
* Filed herewith
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AFFILIATED MANAGERS GROUP, INC.
(Registrant)
August 7, 2023 /s/ THOMAS M. WOJCIK
Thomas M. Wojcik
on behalf of the Registrant as Chief Financial Officer (and also as Principal Financial and Principal Accounting Officer)
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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share data) (unaudited)
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) (unaudited)
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (in millions) (unaudited)
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (in millions) (unaudited)
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited)
AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II—OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
EXHIBIT INDEX
SIGNATURES
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.