What changed in this filing

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Item 1. Financial Statements

2023-11-06 compared with 2023-08-07 · 171 added, 151 removed, 699 unchanged (32% of the section changed)

3 unchanged sentences

(in millions, except per share data)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2023 2022 2023

9 unchanged sentences

Equity method income (net) 44.8 39.8 123.9 154.3

Affiliate Transaction gain (Note 9) — 133.1 — 133.1

Investment and other income (expense) 3.1 23.0 ( 5.3 ) 87.2

12 unchanged sentences

(in millions)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2023 2022 2023

12 unchanged sentences

(in millions)

2022 June 30,

2022 September 30,

Cash and cash equivalents $ 429.2 $ 999.2

32 unchanged sentences

(in millions)

Three Months Ended June 30, 2022 Total Stockholders’ Equity

Three Months Ended September 30, 2022 Total Stockholders’ Equity

Stock Additional

4 unchanged sentences

Interests Total

March 31, 2022 $ 0.6 $ 557.4 $ ( 93.2 ) $ 4,719.4 $ ( 2,515.4 ) $ 924.4 $ 3,593.2

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

10 unchanged sentences

Changes in redemption value of Redeemable non-controlling interests — 56.0 — — — — 56.0

Transfers to Redeemable non-controlling interests — — — — — ( 1.8 ) ( 1.8 )

Capital contributions and other — — — — — 5.2 5.2

Distributions to non-controlling interests — — — — — ( 66.2 ) ( 66.2 )

June 30, 2022 $ 0.6 $ 651.8 $ ( 145.7 ) $ 4,828.5 $ ( 2,594.2 ) $ 902.8 $ 3,643.8

Three Months Ended June 30, 2023 Total Stockholders’ Equity

September 30, 2022 $ 0.6 $ 709.6 $ ( 213.9 ) $ 4,940.7 $ ( 2,670.8 ) $ 889.2 $ 3,655.4

Three Months Ended September 30, 2023 Total Stockholders’ Equity

Stock Additional

1 unchanged sentence

Comprehensive

Income (Loss) Retained

Loss Retained

Earnings Treasury

Interests Total

March 31, 2023 $ 0.6 $ 563.9 $ ( 178.3 ) $ 5,852.3 $ ( 2,966.6 ) $ 947.5 $ 4,219.4

June 30, 2023 $ 0.6 $ 651.9 $ ( 161.2 ) $ 5,977.2 $ ( 3,070.5 ) $ 970.4 $ 4,368.4

Net income — — — 217.0 — 69.0 286.0

Other comprehensive income, net of tax — — 17.1 — — 7.3 24.4

Other comprehensive loss, net of tax — — ( 18.7 ) — — ( 11.6 ) ( 30.3 )

Share-based compensation — 14.5 — — — — 14.5

8 unchanged sentences

Changes in redemption value of Redeemable non-controlling interests — 50.3 — — — — 50.3

Transfers to Redeemable non-controlling interests — — — — — ( 0.1 ) ( 0.1 )

Capital contributions and other — — — — — 1.8 1.8

Distributions to non-controlling interests — — — — — ( 60.0 ) ( 60.0 )

June 30, 2023 $ 0.6 $ 651.9 $ ( 161.2 ) $ 5,977.2 $ ( 3,070.5 ) $ 970.4 $ 4,368.4

Effect of deconsolidation of Affiliates — 16.8 — — — ( 17.2 ) ( 0.4 )

September 30, 2023 $ 0.6 $ 722.3 $ ( 179.9 ) $ 6,193.8 $ ( 3,241.8 ) $ 969.2 $ 4,464.2

The accompanying notes are an integral part of the Consolidated Financial Statements.

2 unchanged sentences

(in millions)

Six Months Ended June 30, 2022 Total Stockholders' Equity

Nine Months Ended September 30, 2022 Total Stockholders' Equity

Stock Additional

20 unchanged sentences

Distributions to non-controlling interests — — — — — ( 278.0 ) ( 278.0 )

June 30, 2022 $ 0.6 $ 651.8 $ ( 145.7 ) $ 4,828.5 $ ( 2,594.2 ) $ 902.8 $ 3,643.8

Six Months Ended June 30, 2023 Total Stockholders' Equity

September 30, 2022 $ 0.6 $ 709.6 $ ( 213.9 ) $ 4,940.7 $ ( 2,670.8 ) $ 889.2 $ 3,655.4

Nine Months Ended September 30, 2023 Total Stockholders' Equity

Stock Additional

6 unchanged sentences

Net income — — — 476.8 — 185.1 661.9

Other comprehensive income, net of tax — — 42.2 — — 9.6 51.8

Other comprehensive income (loss), net of tax — — 23.5 — — ( 2.0 ) 21.5

Share-based compensation — 43.9 — — — — 43.9

11 unchanged sentences

Distributions to non-controlling interests — — — — — ( 216.4 ) ( 216.4 )

June 30, 2023 $ 0.6 $ 651.9 $ ( 161.2 ) $ 5,977.2 $ ( 3,070.5 ) $ 970.4 $ 4,368.4

Effect of deconsolidation of Affiliates — 16.8 — — — ( 17.2 ) ( 0.4 )

September 30, 2023 $ 0.6 $ 722.3 $ ( 179.9 ) $ 6,193.8 $ ( 3,241.8 ) $ 969.2 $ 4,464.2

The accompanying notes are an integral part of the Consolidated Financial Statements.

2 unchanged sentences

(in millions)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flow from (used in) operating activities:

5 unchanged sentences

Equity method income (net) ( 123.9 ) ( 154.3 )

Affiliate Transaction gain — ( 133.1 )

Distributions received from equity method investments 339.7 421.7

11 unchanged sentences

Investments in Affiliates, net of cash acquired ( 147.8 ) ( 93.8 )

Proceeds from Affiliate Transaction — 294.0

Return of capital from equity method investments 0.8 —

16 unchanged sentences

Cash and cash equivalents at beginning of period 908.5 429.2

Effect of deconsolidation of Affiliates — ( 1.2 )

Effect of deconsolidation of Affiliates and Affiliate sponsored investment products — ( 3.1 )

Cash and cash equivalents at end of period $ 622.9 $ 999.2

19 unchanged sentences

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 and it currently does not expect the adoption to have a material impact on its Consolidated Financial Statements.

The Company does not currently expect the adoption to have a material impact on its Consolidated Financial Statements.

Investments in Marketable Securities

1 unchanged sentence

The following table summarizes the cost, gross unrealized gains, gross unrealized losses, and fair value of investments in equity securities:

2022 June 30,

2022 September 30,

Cost $ 394.4 $ 44.2

2 unchanged sentences

Fair value $ 447.9 $ 45.0

As of December 31, 2022 and June 30, 2023, investments in equity securities include ordinary shares of EQT AB (“EQT”), a public company listed on Nasdaq Stockholm (EQT.ST), with fair values of $ 405.1 million and $ 49.9 million, respectively.

As of December 31, 2022, investments in equity securities include ordinary shares of EQT AB (“EQT”), a public company listed on Nasdaq Stockholm (EQT.ST), with fair values of $ 405.1 million.

The Company received the EQT shares through the sale of its equity interest in Baring Private Equity Asia (“BPEA”), in connection with the strategic combination of BPEA and EQT, which was completed in the fourth quarter of 2022.

In July 2023, the Company sold its remaining 2.6 million ordinary shares of EQT.

As of December 31, 2022 and June 30, 2023, investments in equity securities include consolidated Affiliate sponsored investment products with fair values of $ 23.5 million and $ 20.6 million, respectively.

For the three and six months ended June 30, 2022, the Company recognized net unrealized losses on equity securities still held as of June 30, 2022 of $ 18.7 million and $ 24.9 million, respectively.

For the three and six months ended June 30, 2023,

As of December 31, 2022 and September 30, 2023, investments in equity securities include consolidated Affiliate sponsored investment products with fair values of $ 23.5 million and $ 17.6 million, respectively.

For the three months ended September 30, 2022, the Company recognized net unrealized gains on equity securities still held as of September 30, 2022 of $ 3.6 million.

For the nine months ended September 30, 2022, the Company recognized net unrealized losses on equity securities still held as of September 30, 2022 of $ 21.6 million.

For the three months ended

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

the Company recognized net unrealized gains on equity securities still held as of June 30, 2023 of $ 2.6 million and $ 3.9 million, respectively.

September 30, 2023, the Company recognized net unrealized losses on equity securities still held as of September 30, 2023 of $ 2.1 million.

For the nine months ended September 30, 2023, the Company recognized net unrealized gains on equity securities still held as of September 30, 2023 of $ 1.3 million.

Debt Securities

The following table summarizes the cost, unrealized losses, and fair value of investments in U.S.

The following table summarizes the cost, unrealized gains, unrealized losses, and fair value of investments in U.S.

Treasury securities classified as available-for-sale, of which $ 228.3 million mature in 2023 and $ 171.9 million mature in 2024, and consolidated Affiliate sponsored investment products classified as trading:

Available-for-Sale Trading

2022 June 30,

2022 September 30,

2023 December 31,

2022 June 30,

2022 September 30,

Cost $ 252.3 $ 400.7 $ 19.7 $ 18.3

Unrealized gains — 0.1 — —

Unrealized losses ( 1.3 ) ( 0.6 ) ( 1.7 ) ( 1.2 )

Fair value $ 251.0 $ 400.2 $ 18.0 $ 17.1

For the three months ended June 30, 2022 and 2023, and for the six months ended June 30, 2022 there were no maturities or sales of available-for-sale securities.

For the six months ended June 30, 2023, the Company received $ 101.7 million of proceeds from the maturity of available-for-sale securities.

For the three and six months ended June 30, 2022, the Company recognized net unrealized losses on debt securities classified as trading still held as of June 30, 2022 of $ 1.9 million and $ 2.7 million, respectively.

For the three and six months ended June 30, 2023, the Company recognized net unrealized gains (losses) on debt securities classified as trading still held as of June 30, 2023 of $ 0.0 million and $( 0.0) million , respectively.

For the three and nine months ended September 30, 2022, there were no maturities or sales of available-for-sale securities.

For the three and nine months ended September 30, 2023, the Company received $ 178.4 million and $ 280.1 million of proceeds from the maturity of available-for-sale securities, respectively.

For the three and nine months ended September 30, 2022, the Company recognized net unrealized losses on debt securities classified as trading still held as of September 30, 2022 of $ 0.8 million and $ 3.5 million, respectively.

For the three and nine months ended September 30, 2023, the Company recognized net unrealized gains on debt securities classified as trading still held as of September 30, 2023 of $ 0.0 million and $ 0.0 million , respectively.

Other Investments

Other investments consists primarily 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.

Any gain or loss related to these investments is recorded in Investment and other income (expense) on the Consolidated Statements of Income.

Investments Measured at NAV as a Practical Expedient

4 unchanged sentences

The following table summarizes the fair values of these investments and any related unfunded commitments:

December 31, 2022 June 30, 2023

December 31, 2022 September 30, 2023

Fair Value Unfunded

5 unchanged sentences

___________________________

(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).

1 unchanged sentence

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.

(2) These are multi-disciplinary funds that invest across various asset classes and strategies, including equity and credit.

Investments are generally redeemable on a daily, monthly, or quarterly basis.

(3) Fair value attributable to the controlling interest was $ 275.1 million and $ 295.7 million as of December 31, 2022 and June 30, 2023, respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(3) Fair value attributable to the controlling interest was $ 275.1 million and $ 303.8 million as of December 31, 2022 and September 30, 2023, respectively.

Investments Without Readily Determinable Fair Values

2 unchanged sentences

The following table summarizes the cost, cumulative unrealized gains, and carrying amount of investments without readily determinable fair values:

2022 June 30,

2022 September 30,

Cost $ 8.5 $ 8.5

1 unchanged sentence

Carrying amount $ 50.4 $ 50.4

For the three and six months ended June 30, 2023, the Company recorded no gains or losses on the underlying investment.

For the three and nine months ended September 30, 2023, 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 June 30,

For the Three Months Ended September 30,

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

4 unchanged sentences

Balance, end of period $ 303.3 $ 50.4 $ 353.7 $ 407.5 $ 50.4 $ 457.9

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

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

2 unchanged sentences

Sales and distributions ( 51.0 ) — ( 51.0 ) ( 49.4 ) — ( 49.4 )

Net realized and unrealized gains 1.7 — 1.7 $ 18.3 $ — $ 18.3

Net realized and unrealized (losses) gains ( 8.8 ) — ( 8.8 ) 23.7 — 23.7

Balance, end of period $ 303.3 $ 50.4 $ 353.7 $ 407.5 $ 50.4 $ 457.9

16 unchanged sentences

Fair Value Measurements

September 30,

Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)

15 unchanged sentences

The following table presents the changes in level 3 liabilities:

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Contingent Payment Obligations Affiliate

4 unchanged sentences

Settlements and reductions — ( 4.8 ) — ( 25.4 )

Net realized and unrealized (gains) losses (2)

Net realized and unrealized gains (2)

( 0.3 ) ( 1.4 ) ( 5.2 ) ( 2.5 )

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Contingent Payment Obligations Affiliate

5 unchanged sentences

Settlements and reductions — ( 37.0 ) — ( 49.7 )

Net realized and unrealized (gains) losses (2)

Net realized and unrealized gains (2)

( 26.4 ) ( 5.3 ) ( 2.8 ) ( 5.3 )

7 unchanged sentences

Quantitative Information About Level 3 Fair Value Measurements

December 31, 2022 June 30, 2023

December 31, 2022 September 30, 2023

Techniques Unobservable

4 unchanged sentences

Discount rates 6 %

6 % 5 % - 7 %

Affiliate equity purchase obligations Discounted cash flow Growth rates (2)

16 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

December 31, 2022 June 30, 2023

December 31, 2022 September 30, 2023

Carrying Value Fair Value Carrying Value Fair Value Fair Value Hierarchy

14 unchanged sentences

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.

13 unchanged sentences

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.

2 unchanged sentences

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, 2022 June 30, 2023

December 31, 2022 September 30, 2023

Unconsolidated

5 unchanged sentences

Affiliates accounted for under the equity method $ 1,273.5 $ 2,051.6 $ 824.0 $ 1,946.5

As of December 31, 2022 and June 30, 2023, the carrying value and maximum exposure to loss for all of the Company’s Affiliates accounted for under the equity method was $ 2,139.5 million and $ 1,943.8 million, respectively, including Affiliates accounted for under the equity method considered VREs of $ 87.9 million and $ 97.0 million, respectively.

As of December 31, 2022 and September 30, 2023, the carrying value and maximum exposure to loss for all of the Company’s Affiliates accounted for under the equity method was $ 2,139.5 million and $ 2,034.9 million, respectively, including Affiliates accounted for under the equity method considered VREs of $ 87.9 million and $ 88.4 million, respectively.

Affiliate Sponsored Investment Products

5 unchanged sentences

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, 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.

2 unchanged sentences

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, 2022 June 30, 2023

December 31, 2022 September 30, 2023

Unconsolidated

5 unchanged sentences

Affiliate sponsored investment products $ 4,878.6 $ 15.3 $ 5,495.6 $ 27.3

The following table summarizes the Company’s Debt:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table summarizes the Company’s Debt:

2022 June 30,

2022 September 30,

Senior bank debt $ 349.9 $ 349.9

10 unchanged sentences

The Company pays interest on any outstanding obligations under the credit facilities at specified rates, currently based either on an applicable term-SOFR plus a SOFR adjustment of 0.10 % or prime rate, plus a marginal rate determined based on its credit rating.

As of June 30, 2023, the interest rate for the Company’s outstanding borrowings under the term loan was term-SOFR plus a SOFR adjustment of 0.10 % plus the marginal rate of 0.85 %.

As of December 31, 2022 and June 30, 2023, the Company had no outstanding borrowings under the revolver.

As of June 30, 2023, the Company had senior notes outstanding.

As of September 30, 2023, the interest rate for the Company’s outstanding borrowings under the term loan was term-SOFR plus a SOFR adjustment of 0.10 % plus the marginal rate of 0.85 %.

As of December 31, 2022 and September 30, 2023, the Company had no outstanding borrowings under the revolver.

As of September 30, 2023, the Company had senior notes outstanding.

The carrying values of the senior notes are accreted to their principal amount at maturity over the remaining life of the underlying instrument.

The principal terms of the senior notes outstanding as of June 30, 2023 were as follows:

The principal terms of the senior notes outstanding as of September 30, 2023 were as follows:

Senior Notes 2025

11 unchanged sentences

Junior Subordinated Notes

As of September 30, 2023, the Company had junior subordinated notes outstanding, the respective principal terms of which are presented below:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of June 30, 2023, the Company had junior subordinated notes outstanding, the respective principal terms of which are presented below:

Junior Subordinated Notes 2060

15 unchanged sentences

Junior Convertible Securities

As of June 30, 2023, 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.

As of September 30, 2023, 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, 2022 and June 30, 2023, the unamortized issuance costs related to the junior convertible securities were $ 3.1 million and $ 3.0 million, respectively.

As of December 31, 2022 and September 30, 2023, the unamortized issuance costs related to the junior convertible securities were $ 3.1 million and $ 2.9 million, respectively.

The following table presents interest expense recognized in connection with the junior convertible securities:

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2023 2022 2023

8 unchanged sentences

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 six months ended June 30, 2022, the Company

During the nine months ended September 30, 2022, the Company repurchased a portion of its junior convertible securities for a purchase price of $ 60.9 million and as a result of these repurchases, the Company reduced its Deferred income tax liability (net) by $ 11.7 million.

The Company did not repurchase any of its junior convertible securities during the nine months ended September 30, 2023.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

repurchased a portion of its junior convertible securities for a purchase price of $ 60.9 million and as a result of these repurchases, the Company reduced its Deferred income tax liability (net) by $ 11.7 million.

The Company did not repurchase any of its junior convertible securities during the six months ended June 30, 2023.

Commitments and Contingencies

3 unchanged sentences

The Company has committed to co-invest in certain Affiliate sponsored investment products.

As of June 30, 2023, these unfunded commitments were $ 154.3 million and may be called in future periods.

As of June 30, 2023, 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:

As of September 30, 2023, these unfunded commitments were $ 151.7 million and may be called in future periods.

As of September 30, 2023, the Company was obligated to make deferred payments and was contingently liable to make payments in connection with certain of its consolidated Affiliates, which are included in Other liabilities, as follows:

Earliest Payable

4 unchanged sentences

___________________________

(1) Fair value as of June 30, 2023.

(1) Fair value as of September 30, 2023.

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.

As of June 30, 2023, the Company was contingently liable to make payments of $ 153.5 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 2024 through 2029.

As of June 30, 2023, the Company expected to make payments of approximately $ 13 million.

As of September 30, 2023, the Company was obligated to make deferred payments of $ 57.3 million related to certain of its investments in Affiliates accounted for under the equity method, all of which is payable in 2024.

Deferred payment obligations are included in Other liabilities.

As of September 30, 2023, the Company was contingently liable to make payments of $ 198.1 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 2024 through 2029.

As of September 30, 2023, 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.

3 unchanged sentences

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):

The following tables present the changes in the Company’s consolidated Goodwill and components of Acquired client relationships (net):

Balance, as of December 31, 2022 $ 2,648.7

Veritable Transaction (1)

Foreign currency translation 1.9

Other ( 5.1 )

Balance, as of June 30, 2023 $ 2,659.6

Balance, as of September 30, 2023 $ 2,509.0

___________________________

(1) Represents Goodwill allocated to Veritable as of the closing date, including $ 3.5 million attributable to the non-controlling interests.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of September 30, 2023 the Company completed its annual impairment assessment on goodwill and no impairment was indicated.

Acquired Client Relationships (Net)

5 unchanged sentences

Balance, as of December 31, 2022 $ 1,355.1 $ ( 1,069.7 ) $ 285.4 $ 1,590.6 $ 1,876.0

Veritable Transaction (1)

( 85.1 ) 57.0 ( 28.1 ) — ( 28.1 )

Intangible amortization and impairments — ( 37.5 ) ( 37.5 ) — ( 37.5 )

2 unchanged sentences

( 10.3 ) 10.3 — ( 4.1 ) ( 4.1 )

Balance, as of June 30, 2023 $ 1,346.4 $ ( 1,085.7 ) $ 260.7 $ 1,602.4 $ 1,863.1

Balance, as of September 30, 2023 $ 1,258.8 $ ( 1,038.8 ) $ 220.0 $ 1,589.5 $ 1,809.5

___________________________

(1) Represents acquired client relationships attributable to Veritable as of the closing date, including $ 6.7 million attributable to the non-controlling interests.

(2) Transfers include acquired client relationships at Affiliates that were deconsolidated during the period.

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 $ 12.5 million and $ 25.0 million for the three and six months ended June 30, 2022, respectively, and $ 12.5 million and $ 25.0 million for the three and six months ended June 30, 2023, respectively.

Based on relationships existing as of June 30, 2023, the Company estimates that its consolidated amortization expense will be approximately $ 25 million for the remainder of 2023, approximately $ 35 million in 2024, approximately $ 30 million in each of 2025, 2026, and 2027, and approximately $ 25 million in 2028.

As of June 30, 2023, no impairments of indefinite-lived acquired client relationships were indicated.

In July 2023, the Company entered into an agreement with a third party and one of the Company’s consolidated Affiliates, under which the third party will acquire 100 % of the outstanding equity interests in the Affiliate.

Pursuant to the terms of the agreement, the Company will receive gross cash proceeds of approximately $ 294 million.

The Affiliate will continue to be included in the Company’s results until closing of the transaction, which is expected to occur in the second half of 2023, and is subject to customary closing conditions.

As of August 7, 2023, the gain on the transaction cannot be estimated because it is dependent on the amount of goodwill allocated to the Affiliate, which cannot be determined until closing.

The Company recorded amortization expense within Intangible amortization and impairments in the Consolidated Statements of Income for these relationships of $ 12.2 million and $ 36.9 million for the three and nine months ended September 30, 2022, respectively, and $ 12.5 million and $ 37.5 million for the three and nine months ended September 30, 2023, respectively.

Based on relationships existing as of September 30, 2023, the Company estimates that its consolidated amortization expense will be approximately $ 11 million for the remainder of 2023, approximately $ 30 million in 2024, and approximately $ 25 million in each of 2025, 2026, 2027, and 2028.

As of September 30, 2023, no impairments of indefinite-lived acquired client relationships were indicated.

Veritable Transaction

In September 2023, the Company completed its previously announced agreement with a third party and Veritable, LP (“Veritable”), one of the Company’s consolidated Affiliates, under which the third party acquired 100 % of the outstanding equity interests in Veritable (the “Veritable Transaction”).

Pursuant to the terms of the agreement, the Company received $ 287.4 million in cash, net of transaction costs of $ 6.6 million.

Veritable is included in the Company’s results through the closing date, and the Company’s gain on the transaction was $ 133.1 million, which is recorded in Affiliate Transaction gain on the Consolidated Statements of Income.

The after-tax net cash proceeds from the transaction were $ 225.1 million.

Equity Method Investments in Affiliates

In August 2023, the Company completed its minority investment in Forbion Group Holding B.V.

(“Forbion”), a leading European private markets firm focused on investing in high-quality life sciences companies.

The Company’s provisional purchase price allocation is measured using financial models that include assumptions of expected market performance, net client cash flows, and discount rates.

The associated provisional amounts may be revised upon completion of the final valuation.

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:

2022 June 30,

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2022 September 30,

Goodwill $ 1,262.4 $ 1,300.3

4 unchanged sentences

The following table presents the change in Equity method investments in Affiliates (net):

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Equity Method Investments in Affiliates (Net)

Balance, as of December 31, 2022 $ 2,139.5

Investments in Affiliates 145.9

Earnings 217.3

2 unchanged sentences

Foreign currency translation 37.5

Balance, as of June 30, 2023 $ 1,943.8

Other ( 19.2 )

Balance, as of September 30, 2023 $ 2,034.9

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 recorded amortization expense for these relationships of $ 34.6 million and $ 57.9 million for the three and six months ended June 30, 2022, respectively, and $ 20.9 million and $ 41.8 million for the three and six months ended June 30, 2023, respectively.

Based on relationships existing as of June 30, 2023, the Company estimates the amortization expense attributable to its Affiliates will be approximately $ 42 million for the remainder of 2023, approximately $ 50 million in each of 2024 and 2025, approximately $ 45 million in each of 2026 and 2027, and approximately $ 35 million in 2028.

The Company had 20 Affiliates accounted for under the equity method as of December 31, 2022 and June 30, 2023.

The Company recorded amortization expense for these relationships of $ 31.4 million and $ 89.3 million for the three and nine months ended September 30, 2022, respectively, and $ 21.2 million and $ 63.0 million for the three and nine months ended September 30, 2023, respectively.

Based on relationships existing as of September 30, 2023, the Company estimates the amortization expense attributable to its Affiliates will be approximately $ 23 million for the remainder of 2023, approximately $ 60 million in each of 2024 and 2025, approximately $ 50 million in each of 2026 and 2027, and approximately $ 40 million in 2028.

The Company had 20 and 21 Affiliates accounted for under the equity method as of December 31, 2022 and September 30, 2023, respectively.

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.

1 unchanged sentence

These percentages would be subject to a separate future negotiation if an Affiliate were to be sold or liquidated.

In June 2023, the Company entered into an agreement to acquire a minority equity interest in Forbion Group Holding B.V.

(“Forbion”), a pan-European venture capital and growth equity firm focused on investing in high-quality life sciences companies.

Following the close of the transaction, Forbion partners will continue to hold a significant majority of the equity of the business and direct its day-to-day operations.

The transaction is expected to close during the second half of 2023, and is subject to customary closing conditions.

In October 2023, the Company completed its minority investment in Ara Partners Group, LLC (“Ara Partners”), a private markets firm specializing in industrial decarbonization.

Following the close of the transaction, Ara Partners’ management continues to hold a significant majority of the equity of the business and directs its day-to-day operations.

The financial results will be recognized in the Consolidated Financial Statements one quarter in arrears.

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 $ 21.0 million and $ 19.2 million as of December 31, 2022 and June 30, 2023, respectively.

The prior owner’s interests are presented within Other liabilities and were $ 21.0 million and $ 18.5 million as of December 31, 2022 and September 30, 2023, respectively.

The Company may invest from time to time in funds or products advised by its Affiliates.

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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.

Also, from time to time, the Company may enter into ordinary course engagements for capital markets, banking, brokerage, and other services with beneficial owners of 5 % or more of the Company’s voting securities.

Also, from time to time, the Company may

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

enter into ordinary course engagements for capital markets, banking, brokerage, and other services with beneficial owners of 5 % or more of the Company’s voting securities.

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 8, 13, and 14.

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The following table presents share-based compensation expense:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2023 2022 2023

2 unchanged sentences

As of December 31, 2022, the Company had unrecognized share-based compensation expense of $ 64.7 million.

As of June 30, 2023, the Company had unrecognized share-based compensation expense of $ 82.7 million, which will be recognized over a weighted average period of approximately three years (assuming no forfeitures).

As of September 30, 2023, the Company had unrecognized share-based compensation expense of $ 68.3 million, which will be recognized over a weighted average period of approximately three years (assuming no forfeitures).

Restricted Stock

6 unchanged sentences

Performance condition changes 0.0 73.81

Unvested units–June 30, 2023 1.0 131.67

For the six months ended June 30, 2022 and 2023, the Company granted restricted stock units with fair values of $ 46.3 million and $ 48.3 million, respectively.

Unvested units–September 30, 2023 0.9 138.66

For the nine months ended September 30, 2022 and 2023, the Company granted restricted stock units with fair values of $ 47.1 million and $ 49.2 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.

3 unchanged sentences

The following table summarizes transactions in the Company’s stock options:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Stock Options Weighted Average

7 unchanged sentences

Performance condition changes — —

Unexercised options outstanding–June 30, 2023 3.2 76.74 3.2

Exercisable at June 30, 2023 0.0 121.51 3.2

For the six months ended June 30, 2022, the Company granted stock options with fair values of $ 1.8 million.

The Company did not grant any stock options during the six months ended June 30, 2023.

Unexercised options outstanding–September 30, 2023 3.2 76.74 3.0

Exercisable at September 30, 2023 0.0 119.54 3.0

For the nine months ended September 30, 2022, the Company granted stock options with fair values of $ 1.8 million.

The Company did not grant any stock options during the nine months ended September 30, 2023.

Stock options generally vest over a period of three years to five years and expire seven years after the grant date.

2 unchanged sentences

For awards with performance conditions, the number of stock options expected to vest may change over time depending upon the performance level achieved.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the six months ended June 30, 2022, the weighted average fair value of options granted was $ 47.84 .

For the nine months ended September 30, 2022, the weighted average fair value of options granted was $ 47.84 .

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 Six Months Ended June 30,

For the Nine Months Ended September 30,

Dividend yield 0.0 %

12 unchanged sentences

The following table presents the changes in Redeemable non-controlling interests:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Redeemable Non-controlling Interests

Balance, as of December 31, 2022 $ 465.4

Veritable Transaction ( 16.8 )

Decrease attributable to consolidated Affiliate sponsored investment products ( 6.2 )

2 unchanged sentences

Changes in redemption value 46.9

Balance, as of June 30, 2023 (1)

Balance, as of September 30, 2023 (1)

___________________________

(1) As of December 31, 2022 and June 30, 2023, Redeemable non-controlling interests include consolidated Affiliate sponsored investment products primarily attributable to third-party investors of $ 20.1 million and $ 16.0 million, respectively.

(1) As of December 31, 2022 and September 30, 2023, Redeemable non-controlling interests include consolidated Affiliate sponsored investment products primarily attributable to third-party investors of $ 20.1 million and $ 13.9 million, respectively.

Affiliate Equity

1 unchanged sentence

The Company’s Affiliates generally pay quarterly distributions to Affiliate equity holders.

Distributions paid to non-controlling interest Affiliate equity holders were $ 211.8 million and $ 156.4 million for the six months ended June 30, 2022 and 2023, respectively.

Distributions paid to non-controlling interest Affiliate equity holders were $ 278.0 million and $ 216.4 million for the nine months ended September 30, 2022 and 2023, 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.

1 unchanged sentence

For Affiliates accounted for under the equity method, the Company does not typically have such put and call arrangements.

For the six months ended June 30, 2022 and 2023, the amount of cash paid for purchases was $ 32.2 million and $ 21.8 million, respectively.

For the six months ended June 30, 2022 and 2023, the total amount of cash received for issuances was $ 13.1 million and $ 13.4 million, respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the nine months ended September 30, 2022 and 2023, the amount of cash paid for purchases was $ 37.0 million and $ 41.7 million, respectively.

For the nine months ended September 30, 2022 and 2023, the total amount of cash received for issuances was $ 15.2 million and $ 13.4 million, respectively.

Sales and purchases of Affiliate equity generally occur at fair value;

2 unchanged sentences

The following table presents Affiliate equity compensation expense:

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2023 2022 2023

5 unchanged sentences

December 31, 2022 $ 31.4 5 years $ 284.6 7 years

June 30, 2023 29.5 5 years 271.0 6 years

September 30, 2023 30.0 5 years 258.3 6 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 $ 11.6 million and $ 6.9 million as of December 31, 2022 and June 30, 2023, respectively, and was included in Other assets.

The total payable was $ 24.5 million and $ 68.4 million as of December 31, 2022 and June 30, 2023, respectively, and was included in Other liabilities.

The total receivable was $ 11.6 million and $ 6.0 million

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

as of December 31, 2022 and September 30, 2023, respectively, and was included in Other assets.

The total payable was $ 24.5 million and $ 45.2 million as of December 31, 2022 and September 30, 2023, respectively, and was included in Other liabilities.

Effects of Changes in the Company’s Ownership in Affiliates

3 unchanged sentences

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 occurred during the applicable periods:

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2023 2022 2023

Net income (controlling interest) $ 112.6 $ 217.0 $ 368.0 $ 476.8

Increase (decrease) in controlling interest paid-in capital from Affiliate equity issuances 1.5 ( 5.0 ) 4.9 ( 8.6 )

Decrease in controlling interest paid-in capital from Affiliate equity purchases ( 4.0 ) ( 10.5 ) ( 29.9 ) ( 38.0 )

Decrease in controlling interest paid-in capital from Affiliate equity issuances ( 5.1 ) ( 4.5 ) ( 0.2 ) ( 13.1 )

(Decrease) increase in controlling interest paid-in capital from Affiliate equity purchases ( 2.3 ) 1.9 ( 32.2 ) ( 36.1 )

Net income (controlling interest) including the net impact of Affiliate equity transactions $ 105.2 $ 214.4 $ 335.6 $ 427.6

1 unchanged sentence

The following table presents the consolidated provision for income taxes:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2023 2022 2023

14 unchanged sentences

(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 June 30, 2022 was not meaningfully different than the marginal tax rate of 24.5%.

The Company’s effective tax rate (controlling interest) for the six months ended June 30, 2022 was higher than the marginal tax rate, primarily due to a tax expense resulting from non-deductible compensation, partially offset by tax benefits from the reduction of certain valuation allowances on foreign net operating losses.

The Company’s effective tax rate (controlling interest) for the three months ended June 30, 2023 was lower than the marginal tax rate of 24.5%, primarily due to tax benefits resulting from a decrease in the Company’s 2022 estimated foreign tax expense.

The Company’s effective tax rate (controlling interest) for the six months ended June 30, 2023 was lower than the marginal tax rate due to tax benefits resulting from a decrease in the Company’s 2022 estimated foreign tax expense and tax windfalls attributable to share-based compensation.

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 discrete foreign tax benefits.

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%.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company’s effective tax rate (controlling interest) for the three months ended September 30, 2023 was higher than the marginal tax rate of 24.5%, primarily due to the increase in the UK corporate tax rate in 2023.

The Company’s effective tax rate (controlling interest) for the nine months ended September 30, 2023 was lower than the marginal tax rate primarily due to discrete foreign tax benefits and tax windfalls attributable to share-based compensation.

In August 2022, the Inflation Reduction Act was enacted into law.

1 unchanged sentence

These provisions are effective as of January 1, 2023.

The Company currently does not expect the Inflation Reduction Act to have a material impact on its Consolidated Financial Statements.

The Company does not currently expect the Inflation Reduction Act to have a material impact on its Consolidated Financial Statements.

The Company records the excise tax as part of the cost basis of its common stock repurchased.

3 unchanged sentences

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:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2023 2022 2023

11 unchanged sentences

The following is a summary of items excluded from the denominator in the table above:

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2023 2022 2023

1 unchanged sentence

Shares issuable to settle Redeemable non-controlling interests 4.3 0.1 2.0 0.7

For the three and six months ended June 30, 2023, under its authorized share repurchase programs, the Company repurchased 0.7 million shares of its common stock at an average price per share of $ 125.13 .

For the three and nine months ended September 30, 2023, under its authorized share repurchase programs, the Company repurchased 1.2 million and 2.0 million shares of its common stock at an average price per share of $ 137.34 and $ 132.90 , respectively.

In December 2022, the Company entered into an accelerated share repurchase agreement to repurchase shares of its common stock in exchange for an upfront payment of $ 225.0 million.

The Company received an initial share delivery of 1.1 million shares in December 2022, which represented 80 % of the upfront payment based on the closing price of its common stock on the agreement date.

The Company received an initial share delivery of 1.1 million shares in December 2022, which represented 80 % of the upfront payment based on the closing price of its common

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

stock on the agreement date.

In June 2023, the Company received a final share delivery of 0.4 million shares.

2 unchanged sentences

The following table presents the tax effects allocated to each component of Other comprehensive income (loss):

For the Three Months Ended June 30,

Pre-Tax Tax (Expense)

Benefit Net of Tax Pre-Tax Tax (Expense) Benefit Net of Tax

For the Three Months Ended September 30,

Benefit Net of Tax Pre-Tax Tax (Expense)

Benefit Net of Tax

Foreign currency translation gain (loss) $ ( 91.7 ) $ 4.9 $ ( 86.8 ) $ ( 27.6 ) $ ( 3.0 ) $ ( 30.6 )

2 unchanged sentences

Other comprehensive income (loss) $ ( 93.3 ) $ 4.9 $ ( 88.4 ) $ ( 27.3 ) $ ( 3.0 ) $ ( 30.3 )

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Six Months Ended June 30,

Pre-Tax Tax (Expense)

For the Nine Months Ended September 30,

Benefit Net of Tax Pre-Tax Tax (Expense)

12 unchanged sentences

Balance, as of December 31, 2022 $ ( 296.4 ) $ ( 0.4 ) $ ( 1.0 ) $ ( 297.8 )

Other comprehensive income (loss) before reclassifications 51.3 0.8 ( 0.2 ) 51.9

Other comprehensive income before reclassifications 20.6 0.6 0.4 21.6

Amounts reclassified — ( 0.1 ) — ( 0.1 )

Net other comprehensive income (loss) 51.3 0.7 ( 0.2 ) 51.8

Balance, as of June 30, 2023 $ ( 245.1 ) $ 0.3 $ ( 1.2 ) $ ( 246.0 )

Net other comprehensive income 20.6 0.5 0.4 21.5

Balance, as of September 30, 2023 $ ( 275.8 ) $ 0.1 $ ( 0.6 ) $ ( 276.3 )

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements