What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-07 compared with 2023-11-06 · 622 added, 569 removed, 301 unchanged (80% of the section changed)

3 unchanged sentences

(in millions, except per share data)

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

2022 2023 2022 2023

For the Three Months

Ended March 31,

Consolidated revenue

8 unchanged sentences

Equity method income (net)

Affiliate Transaction gain (Note 9) — 133.1 — 133.1

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

Investment and other income

Income before income taxes

Income tax expense

Net income 164.3 286.0 557.0 661.9

Net income (non-controlling interests)

8 unchanged sentences

(in millions)

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

2022 2023 2022 2023

Net income $ 164.3 $ 286.0 $ 557.0 $ 661.9

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss) ( 86.8 ) ( 30.6 ) ( 172.0 ) 20.6

For the Three Months

Ended March 31,

Other comprehensive income, net of tax:

Foreign currency translation gain

Change in net realized and unrealized gain (loss) on derivative financial instruments

Change in net unrealized gain (loss) on available-for-sale debt securities

Other comprehensive income (loss), net of tax ( 88.4 ) ( 30.3 ) ( 174.2 ) 21.5

Other comprehensive income, net of tax

Comprehensive income

5 unchanged sentences

(in millions)

2022 September 30,

Cash and cash equivalents

Receivables 316.0 428.9

Investments in marketable securities

Goodwill 2,648.7 2,509.0

Acquired client relationships (net)

2 unchanged sentences

Other investments

Other assets 264.6 238.1

Total assets $ 8,881.0 $ 9,003.6

Liabilities and Equity

Payables and accrued liabilities

Debt 2,535.3 2,536.9

Deferred income tax liability (net)

4 unchanged sentences

Common stock ( $ 0.01 par value, 153.0 shares authorized;

58.5 shares issued in 2022 and 2023)

58.5 shares issued as of December 31,

2023 and March 31, 2024 )

Additional paid-in capital

1 unchanged sentence

Retained earnings

6,210.9 6,736.8

Treasury stock, at cost ( 22.7 shares in 2022 and 24.3 shares in 2023)

( 2,980.6 ) ( 3,241.8 )

Treasury stock, at cost ( 25.3 shares and 26.0 shares as of December 31, 2023 and

March 31, 2024 , respectively)

Total stockholders' equity

Non-controlling interests

Total equity 4,175.6 4,464.2

Total liabilities and equity

3 unchanged sentences

(in millions)

Three Months Ended September 30, 2022 Total Stockholders’ Equity

Stock Additional

Capital Accumulated

Three Months Ended March 31, 2023

Total Stockholders’ Equity

Comprehensive

Loss Retained

Earnings Treasury

Interests Total

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)

December 31, 2022

$ ( 2,980.6 )

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

Three Months Ended September 30, 2023 Total Stockholders’ Equity

Stock Additional

Capital Accumulated

Comprehensive

Loss Retained

Earnings Treasury

Interests Total

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

Other comprehensive income, net of tax

Share-based compensation

Common stock issued under share-based incentive plans — ( 7.9 ) — — 1.8 — ( 6.1 )

Share repurchases — — — — ( 173.1 ) — ( 173.1 )

Common stock issued under share-based incentive

Dividends ( $ 0.01 per share)

— — — ( 0.4 ) — — ( 0.4 )

Affiliate equity activity:

Affiliate equity compensation

Issuances — ( 5.0 ) — — — 6.6 1.6

Purchases — 0.7 — — — ( 1.3 ) ( 0.6 )

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

Changes in redemption value of Redeemable non-

controlling interests

Capital contributions and other

Distributions to non-controlling interests

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.

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions)

Nine Months Ended September 30, 2022 Total Stockholders' Equity

Stock Additional

Capital Accumulated

Comprehensive Loss Retained

Earnings Treasury

Interests Total

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 (ASU 2020-06) — ( 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)

March 31, 2023

$ ( 2,966.6 )

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

Nine Months Ended September 30, 2023 Total Stockholders' Equity

Stock Additional

Capital Accumulated

Three Months Ended March 31, 2024

Total Stockholders’ Equity

Comprehensive

Income (Loss) Retained

Earnings Treasury

Interests Total

December 31, 2023

Net income — — — 476.8 — 185.1 661.9

$ ( 3,376.1 )

Other comprehensive income (loss), net of tax

Share-based compensation

Common stock issued under share-based incentive plans — ( 47.2 ) — — 15.9 — ( 31.3 )

Common stock issued under share-based incentive

Share repurchases

Dividends ( $ 0.01 per share)

— — — ( 1.2 ) — — ( 1.2 )

Affiliate equity activity:

Affiliate equity compensation

Issuances — ( 13.3 ) — — — 29.6 16.3

Purchases — 6.7 — — — ( 2.9 ) 3.8

Changes in redemption value of Redeemable non-controlling interests — ( 46.9 ) — — — — ( 46.9 )

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

Changes in redemption value of Redeemable non-

controlling interests

Capital contributions and other

Distributions to non-controlling interests

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

March 31, 2024

$ ( 3,503.8 )

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

2 unchanged sentences

(in millions)

For the Nine Months Ended September 30,

For the Three Months

Ended March 31,

Cash flow from (used in) operating activities:

Net income $ 557.0 $ 661.9

Adjustments to reconcile Net income to cash flow from (used in) operating activities:

3 unchanged sentences

Equity method income (net)

Affiliate Transaction gain — ( 133.1 )

Distributions received from equity method investments

Share-based compensation and Affiliate equity compensation expense

Net realized and unrealized losses (gains) on investment securities 3.0 ( 68.7 )

Net realized and unrealized gains on investment securities

Other non-cash items

2 unchanged sentences

Sales of securities by consolidated Affiliate sponsored investment products

Decrease (increase) in receivables 9.5 ( 116.4 )

Increase in receivables

Decrease in other assets

Decrease in payables, accrued liabilities, and other liabilities ( 176.2 ) ( 161.5 )

(Decrease) increase in payables, accrued liabilities, and other liabilities

Cash flow from operating activities

Cash flow from (used in) investing activities:

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 —

Purchase of fixed assets

1 unchanged sentence

Maturities and sales of investment securities

Cash flow (used in) from investing activities ( 266.6 ) 477.9

Cash flow from investing activities

Cash flow from (used in) financing activities:

Borrowings of senior bank debt — 25.0

Repayments of senior bank debt and junior convertible securities ( 60.8 ) ( 25.0 )

Borrowings of senior bank debt and junior subordinated notes

Repayments of senior bank debt and senior notes

Repurchases of common stock (net)

1 unchanged sentence

Distributions to non-controlling interests

Affiliate equity (purchases) / issuances (net) ( 21.8 ) ( 28.3 )

Subscriptions (redemptions) to consolidated Affiliate sponsored investment products, net 6.5 ( 9.7 )

Affiliate equity issuances (purchases) (net)

Redemptions of consolidated Affiliate sponsored investment products (net)

Other financing items

1 unchanged sentence

Effect of foreign currency exchange rate changes on cash and cash equivalents

Net (decrease) increase in cash and cash equivalents ( 285.6 ) 573.1

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

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

Effect of deconsolidation of Affiliates

Cash and cash equivalents at end of period

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Basis of Presentation and Use of Estimates

The Consolidated Financial Statements of Affiliated Managers Group, Inc.

(“AMG” or 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, 2022 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.

(“AMG” or 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.

A ccordingly, 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.

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.

Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 includes additional information about its

operations, financial position, and accounting policies, and should be read in conjunction with this Quarterly Report on

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.

All amounts in these notes, except per share data in the text and tables herein, are stated in millions unless otherwise

Accounting Standards and Policies

Recently Adopted Accounting Standard s

Effective January 1, 2024, the Company adopted Accounting Standard Update (“ASU”) 2022-03, Fair Value Measurement

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.

T he adoption of this

standard did not have a material impact on the Company’s Consolidated Financial Statements.

Recent Accounting Developments

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 does not currently expect the adoption to have a material impact on its Consolidated Financial Statements.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic

Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an

annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.

standard is effective for annual periods beginning after December 15, 2023 and for interim periods beginning after December

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,

which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes

The standard is effective for annual periods beginning after December 15, 2024.

The Company currently does not expect

the adoption to have a material impact on its Consolidated Financial Statements.

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718):

Scope Application of

Profits Interest and Similar Awards, which clarifies how an entity should apply the scope guidance to determine whether profits

interest and similar awards should be accounted for in accordance with Topic 718.

The standard is effective for interim and

annual periods beginning after December 15, 2024 for the Company, and is effective for interim and annual periods beginning

after December 15, 2025 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.

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:

2022 September 30,

Cost $ 394.4 $ 44.2

Unrealized gains 59.9 2.6

Unrealized losses ( 6.4 ) ( 1.8 )

Fair value $ 447.9 $ 45.0

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 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

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

equity securities:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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.

Unrealized gains

Unrealized losses

As of December 31, 2023 and March 31, 2024 , investments in equity securities include consolidated Affiliate sponsored

investment products with fair values of $ 15.8 million and $ 7.7 million , respectively.

For the three months ended March 31, 2023 and 2024 , the Company recognized net unrealized gains on equity securities

still held as of March 31, 2023 and 2024 of $ 1.4 million .

Debt Securities

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 September 30,

securities classified as available-for-sale, all of which matures in 2024 , and consolidated Affiliate sponsored investment

products classified as trading:

Available-for-sale

December 31, 2023

2022 September 30,

Cost $ 252.3 $ 400.7 $ 19.7 $ 18.3

March 31, 2024

December 31, 2023

March 31, 2024

Unrealized gains

Unrealized losses

Fair value $ 251.0 $ 400.2 $ 18.0 $ 17.1

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.

For the three months ended March 31, 2023 and 2024 , the Company received $ 101.7 million and $ 425.2 million of

proceeds from the maturity of available-for-sale securities, respectively.

For the three months ended March 31, 2023 and 2024 , the Company recognized net unrealized gains (losses) on debt

securities classified as trading still held as of March 31, 2023 and 2024 of $( 0.1 ) million and $ 0.8 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 (expense) on the Consolidated Statements of Income.

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 in the Consolidated Statements of Income.

Investments Measured at NAV as a Practical Expedient

The Company’s Affiliates sponsor funds in which the Company and its 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 fair value 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:

December 31, 2022 September 30, 2023

Fair Value Unfunded

Commitments Fair Value Unfunded

The Company’s Affiliates sponsor funds in which the Company and its Affiliates may make general partner and seed

capital investments.

These funds operate in partnership form and apply the specialized fair value accounting for investment

The Company accounts for its interests in these funds using the equity method of accounting and is required to

retain the specialized fair value 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.

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

December 31, 2023

March 31, 2024

Private equity funds (1)

$ 356.4 $ 158.3 $ 401.8 $ 151.7

Investments in other strategies (2)

__________________________

___________________________

(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) 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 and credit.

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

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.

Distributions will be received as the underlying assets are liquidated over the life of the funds, which is generally up to 15

(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 $ 324.9 million and $ 356.4 million as of December 31, 2023 and

March 31, 2024 , 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:

2022 September 30,

Cost $ 8.5 $ 8.5

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:

Cumulative unrealized gains

Carrying amount

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

For the three months ended March 31, 2024 , 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,

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 $ 334.3 $ 50.4 $ 384.7 $ 406.6 $ 50.4 $ 457.0

Purchases and commitments 11.2 — 11.2 16.0 — 16.0

Sales and distributions ( 31.8 ) — ( 31.8 ) ( 20.5 ) — ( 20.5 )

Net realized and unrealized (losses) gains ( 10.4 ) — ( 10.4 ) 5.4 — 5.4

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

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

For the Three Months Ended March 31,

Balance, beginning of period

1 unchanged sentence

Sales and distributions

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

Net realized and unrealized gains

Balance, end of period

1 unchanged sentence

The following tables summarize financial assets and liabilities that are measured at fair value on a recurring basis:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Fair Value Measurements

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

Quoted Prices in

Active Markets

for Identical

Assets (Level 1)

Financial Assets

Investments in equity securities (1)

$ 447.9 $ 305.6 $ 142.3 $ —

Investments in debt securities (1)

269.0 — 269.0 —

Derivative financial instruments (2)

Financial Liabilities (2)

1 unchanged sentence

Affiliate equity purchase obligations

Derivative financial instruments 0.9 — 0.9 —

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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)

Quoted Prices in

Active Markets

for Identical

Assets (Level 1)

Financial Assets

Investments in equity securities (1)

$ 44.9 $ 44.9 $ — $ —

Investments in debt securities (1)

417.4 — 417.4 —

Derivative financial instruments (2)

Financial Liabilities (2)

1 unchanged sentence

Affiliate equity purchase obligations

Derivative financial instruments 1.2 — 1.2 —

__________________________

(1) Amounts are presented within Investments in marketable securities on the Consolidated Balance Sheets.

(2) Amounts are presented within Other assets on the Consolidated Balance Sheets.

(3) Amounts are presented within Other liabilities on the Consolidated Balance Sheets.

(1) Amounts are recorded in Investments in marketable securities on the Consolidated Balance Sheets .

(2) Amounts are recorded in Other liabilities on the Consolidated Balance Sheets.

Level 3 Financial Liabilities

The following table presents the changes in level 3 liabilities:

For the Three Months Ended September 30,

Contingent Payment Obligations Affiliate

Equity Purchase Obligations Contingent Payment Obligations Affiliate

Equity Purchase Obligations

Balance, beginning of period $ 14.2 $ 25.0 $ 23.4 $ 68.4

Purchases and issuances (1)

Settlements and reductions — ( 4.8 ) — ( 25.4 )

Net realized and unrealized gains (2)

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

Balance, end of period $ 13.9 $ 25.4 $ 18.2 $ 45.2

Net change in unrealized (gains) losses relating to instruments still held at the reporting date (1)

$ ( 0.3 ) $ ( 1.5 ) $ ( 5.2 ) $ ( 2.4 )

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Nine Months Ended September 30,

Contingent Payment Obligations Affiliate

Equity Purchase Obligations Contingent Payment Obligations Affiliate

Equity Purchase Obligations

The following table presents the changes in L evel 3 liabilities:

For the Three Months Ended March 31,

Affiliate Equity

Balance, beginning of period

Purchases and issuances (1)

— 55.1 — 75.7

Settlements and reductions

Net realized and unrealized gains (2)

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

Net realized and unrealized (gains) losses (2)

Balance, end of period

Net change in unrealized (gains) losses relating to instruments still held at the reporting date (1)

$ ( 26.4 ) $ ( 5.3 ) $ ( 2.8 ) $ ( 4.5 )

Net change in unrealized (gains) losses relating to

instruments still held at the reporting date (1)

__________________________

(1) Affiliate equity purchase obligation activity includes transfers from Redeemable non-controlling interests .

(2) Gains and losses resulting from changes to expected payments are included in Other expenses (net) on the Consolidated Statements of Income and the accretion of these obligations is included in Interest expense on the Consolidated Statements of Income.

The following table presents certain quantitative information about the significant unobservable inputs used in valuing the Company’s level 3 fair value measurements:

(2) Gains and losses resulting from changes to expected payments are included in Other expenses (net) in the Consolidated

Statements of Income and the accretion of these obligations is included in Interest expense in the Consolidated Statements

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, 2022 September 30, 2023

Techniques Unobservable

Input Fair Value Range Weighted Average (1)

Fair Value Range Weighted Average (1)

Contingent payment obligations Monte Carlo Simulation Volatility $ 21.0 18 % - 25 %

18 % $ 18.2 19 % - 25 %

December 31, 2023

March 31, 2024

Contingent payment

Discount rates

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

$ 24.5 ( 3 )% - 6 %

1 % $ 45.2 ( 7 )% - 7 %

Affiliate equity

purchase obligations

Growth rates (2)

Discount rates

14 % 12 % - 18 %

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

__________________________

1 unchanged sentence

(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 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 and represent the fair value of the expected future settlement amounts.

Changes to assumed growth rates and discount rates change the fair value of the Affiliate equity purchase obligations.

Increases to the assumed growth rates would result in higher fair values, while increases to the discount rates used would result in lower fair values.

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

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 and represent the fair value of the

expected future settlement amounts.

Changes to assumed growth rates and discount rates change the fair value of the Affiliate

equity purchase obligations.

Increases to the assumed growth rates would result in higher fair values, while increases to the

discount rates used would result in lower fair values.

Other Financial Assets and Liabilities Not Carried at Fair Value

The following table summarizes the Company’s other financial liabilities not carried at fair value:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

December 31, 2022 September 30, 2023

Carrying Value Fair Value Carrying Value Fair Value Fair Value Hierarchy

Senior notes $ 1,098.7 $ 1,024.6 $ 1,099.2 $ 1,020.3 Level 2

Junior subordinated notes 765.9 552.3 765.9 558.1 Level 2

Junior convertible securities 341.7 346.9 341.7 320.9 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 (as defined in Note 7) approximates fair value because the credit facilities have variable interest based on selected short-term rates.

December 31, 2023

March 31, 2024

Junior subordinated notes

Junior convertible securities

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 the

credit facilities (as defined in Note 7) approximates fair value because the credit facilities have variable interest based on

selected short-term rates.

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.

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.

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 (expense).

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.

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.

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

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.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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.

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, 2022 September 30, 2023

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.

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 included in Non-controlling interests on the Consolidated Balance Sheets.

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 on 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 recorded in Equity method investments in Affiliates (net) in the Consolidated Balance Sheets.

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.

The Company performs these assessments if certain triggering events occur or annually during the

fourth quarter.

The Company first considers whether certain qualitative factors indicate an increased likelihood of a decline in

the fair value of an Affiliate during the reporting period.

If such a decline is identified, and it is likely that an investment’s fair

value may have declined below its carrying value, the Company performs a quantitative assessment to determine if an

impairment exists.

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, 2023

March 31, 2024

Unconsolidated

VIE Net Assets Carrying Value and

VIE Net Assets

Carrying Value and

Maximum Exposure

to Loss Unconsolidated

VIE Net Assets Carrying Value and

Unconsolidated

VIE Net Assets

Carrying Value and

Maximum Exposure

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

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.

Affiliates accounted for under the equity

As of December 31, 2023 and March 31, 2024 , the carrying value and maximum exposure to loss for all of the Company’s

Affiliates accounted for under the equity method was $ 2,288.5 million and $ 2,214.1 million , respectively, including Affiliates

accounted for under the equity method considered VREs of $ 90.3 million and $ 93.6 million , respectively.

Affiliate Sponsored Investment Products

1 unchanged sentence

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, with corresponding changes in the investments’ fair values included in Investment and other income (expense).

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.

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, 2022 September 30, 2023

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

third-party 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 included in purchases and sales by consolidated Affiliate sponsored investment products in

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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.

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, 2023

March 31, 2024

Unconsolidated

VIE Net Assets Carrying Value and

VIE Net Assets

Carrying Value and

Maximum Exposure

to Loss Unconsolidated

VIE Net Assets Carrying Value and

Unconsolidated

VIE Net Assets

Carrying Value and

Maximum Exposure

1 unchanged sentence

The following table summarizes the Company’s Debt:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2022 September 30,

Senior bank debt

Senior notes 1,095.2 1,096.4

Junior subordinated notes

Junior convertible securities

Debt $ 2,535.3 $ 2,536.9

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.

The Company’s senior bank debt, senior notes, junior subordinated notes, and junior convertible securities are carried at

amortized cost.

Unamortized discounts and debt issuance costs associated with the Company’s debt instruments, with the

exception of its senior unsecured multicurrency revolving credit facility (the “revolver”), are presented on the Consolidated

Balance Sheets as an adjustment to the carrying value of the associated debt.

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”).

In the first quarter of 2024, the Company repaid $ 50.0 million of its senior unsecured term loan facility (the “term loan”).

As of March 31, 2024 , the Company had a $ 1.25 billion revolver and a $ 300.0 million term loan (together, the “credit

facilities”).

The revolver matures on October 25, 2027 and the term loan matures 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 term-SOFR plus a SOFR adjustment of 0.10 % or prime rate, plus a marginal rate determined based on its credit rating.

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 September 30, 2023 were as follows:

Senior Notes 2025

Senior Notes 2030

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

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

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 term-SOFR plus a SOFR adjustment of 0.10 % , or

prime rate, plus a marginal rate determined based on its credit rating.

As of March 31, 2024 , 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

As of December 31, 2023 and March 31, 2024 , the Company had no outstanding borrowings under the revolver.

I n the first quarter of 2024, the Company’s $ 400.0 million 4.25 % senior notes matured and were fully repaid.

As of March 31, 2024 , 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 March 31, 2024 are presented and described below :

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Junior Subordinated Notes 2060

Junior Subordinated Notes 2061

February 2015

Maturity date

Par value (in millions)

Stated coupon

Coupon frequency

Semi-annually

The senior notes may be redeemed, in whole or in part, at any time, in the case of the 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 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

Issue date March 2019 September 2020 July 2021

Maturity date March 2059 September 2060 September 2061

As of March 31, 2024 , the Company had junior subordinated notes outstanding, the respective principal terms of which are

presented and described below:

Junior Subordinated

September 2020

Maturity date

September 2060

September 2061

Par value (in millions)

Stated coupon

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.

Coupon frequency

On March 20 , 2024, the Company issued $ 450.0 million of junior subordinated notes with a maturity date of March 30,

2064 (the “2064 junior subordinated notes”).

Interest is payable commencing on June 30, 2024.

The 2064 junior subordinated

notes were issued at 100 % of the principal amount and rank junior and subordinate in right of payment and upon liquidation to

all of the Company’s current and future senior indebtedness.

As of March 31, 2024 , t he 2059 junior subordinated notes could

be redeemed at any time, in whole or in part.

The other junior subordinated notes may be redeemed at any time, in whole or in

part, on or after September 30, 2025, in the case of the 2060 junior subordinated notes, on or after September 30, 2026, in the

case of the 2061 junior subordinated notes, and on or after March 30, 2029, in the case of the 2064 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

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 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 September 30, For the Nine Months Ended September 30,

2022 2023 2022 2023

As of March 31, 2024 , 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.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of December 31, 2023 and March 31, 2024 , the unamortized issuance costs related to the junior convertible securities

were $ 2.9 million and $ 2.8 million , respectively.

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

For the Three Months Ended

Contractual interest expense

Amortization of debt issuance costs

Total $ 4.5 $ 4.5 $ 14.1 $ 13.4

Effective interest rate

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, 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)

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.

The Company did not repurchase any of its junior convertible

securities during the three months ended March 31, 2023 and 2024 .

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.

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, 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:

As of March 31, 2024 , these

unfunded commitments were $ 195.3 million and may be called in future periods.

As of March 31, 2024 , 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

Controlling Interest Co-Investor Total 2023 2024 2025

Deferred payment obligations

1 unchanged sentence

__________________________

___________________________

(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 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.

(1) Fair value as of March 31, 2024 .

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 during the remainder of 2024 and in 2025 , respectively.

As of March 31, 2024 , the Company was obligated to make deferred payments of $ 58.5 million related to certain of its

investments in Affiliates accounted for under the equity method, all of which is payable during the remainder of 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.

Affiliate equity interests provide holders at consolidated Affiliates with a conditional right to put their interests to the Company over time.

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.

Goodwill and Acquired Client Relationships

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 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.

As of March 31, 2024 , the Company was contingently liable to make payments of $ 236.0 million related to the

achievement of specified financial targets by certain of its Affiliates accounted for under the equity method, of which $ 4.0

million may become payable during the remainder of 2024 and $ 232.0 million may become payable from 2025 through 2028.

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.

As of March 31, 2024 , the Company has agreed to provide one of its Affiliates accounted for under the equity method up to

$ 50.0 million of contingent financing .

In the event that certain financial targets are not met, the Company may receive payments from one of its Affiliates

accounted for under the equity method 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.

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.

Goodwill and Acquired Client Relationshi p s

The following tables present the changes in the Company’s consolidated Goodwill and components of Acquired client

relationships (net):

Balance, as of December 31, 2023

Foreign currency translation

Balance, as of March 31, 2024

Acquired Client Relationships (Net)

Definite-lived Indefinite-lived Total

Value Accumulated

Amortization Net Book

Value Net Book

Definite-lived

Indefinite-lived

Net Book Value

Balance, as of December 31, 2023

Veritable Transaction (1)

$ ( 1,051.2 )

1 unchanged sentence

Foreign currency translation

Transfers (2)

( 10.3 ) 10.3 — ( 4.1 ) ( 4.1 )

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

Balance, as of March 31, 2024

$ ( 1,057.1 )

(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 $ 12.2 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.

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 in Intangible amortization and impairments in the

Consolidated Statements of Income for these relationships of $ 12.5 million and $ 7.3 million for the three months ended

March 31, 2023 and 2024 , respectively.

Based on relationships existing as of March 31, 2024 , the Company estimates that its

consolidated amortization expense will be approximately $ 22 million for the remainder of 2024, approximately $ 25 million in

each of 2025, 2026, 2027, and 2028, and approximately $ 13 million in 202 9.

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.

Th e 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:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2022 September 30,

Goodwill $ 1,262.4 $ 1,300.3

Definite-lived acquired client relationships (net)

3 unchanged sentences

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

Equity Method Investments in Affiliates (Net)

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Equity Method

Investments in

Balance, as of December 31, 2023

Investments in Affiliates 145.9

Earnings 217.3

Intangible amortization and impairments

1 unchanged sentence

Foreign currency translation

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 $ 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.

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 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.

Balance, as of March 31, 2024

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 $ 20.9 million and $ 20.8 million for the three months ended March 31, 2023 and 2024 , respectively.

Based on relationships

existing as of March 31, 2024 , the Company estimates the amortization expense attributable to its Affiliates will be

approximately $ 62 million for the remainder of 2024 , approximately $ 77 million in 2025, approximately $ 73 million in each of

2026 and 2027, approximately $ 65 million in 2028, and approximately $ 50 million in 2029.

The Company had 22 Affiliates accounted for under the equity method as of December 31, 2023 and March 31, 2024 .

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.

partnership agreements do not define a fixed percentage for the Company’s ownership of the equity of the Affiliate.

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

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 $ 18.5 million as of December 31, 2022 and September 30, 2023, respectively.

A p rior 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 included in Other liabilities and

were $ 18.5 million and $ 17.7 million as of December 31, 2023 and March 31, 2024 , 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.

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.

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 participating 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.

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.

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 .

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,

2022 2023 2022 2023

Share-based compensation $ 15.2 $ 14.5 $ 45.0 $ 43.9

Tax benefit 2.0 1.9 5.6 5.5

For the Three Months

Ended March 31,

Share-based compensation expense

As of December 31, 2023 , the Company had unrecognized share-based compensation expense of $ 54.4 million .

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).

March 31, 2024 , the Company had unrecognized share-based compensation expense of $ 70.2 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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Weighted Average

Grant Date Value

Unvested units—December 31, 2023

Units granted

Units vested ( 0.5 ) 85.07

Units forfeited

Performance condition changes

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.

Restricted stock units containing 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.

Unvested units—March 31, 2024

For the three months ended March 31, 2023 and 2024 , the Company granted restricted stock units with fair values of $ 45.5

million and $ 26.5 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 vesting conditions

generally require service over a period of three years to four years and may also require the satisfaction of certain performance

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:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Stock Options Weighted Average

Exercise Price Weighted Average

Weighted Average

Exercise Price

Weighted Average

Contractual Life

5 unchanged sentences

Performance condition changes

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.

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.

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 Nine Months Ended September 30,

Dividend yield 0.0 %

Expected volatility 36.8 %

Risk-free interest rate 1.7 %

Expected life of options (in years) 5.7

Forfeiture rate — %

Unexercised options outstanding—March 31, 2024

Exercisable at March 31, 2024

The Company did not grant any stock options during the three months ended March 31, 2023 and 2024 .

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.

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.

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).

becoming redeemable, the Company’s Affiliate equity is included in 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).

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Redeemable Non-controlling Interests

Non-controlling

Balance, as of December 31, 2023 (1)

Veritable Transaction ( 16.8 )

Decrease attributable to consolidated Affiliate sponsored investment products

Transfers to Other liabilities

Transfers from Non-controlling interests 0.1

Changes in redemption value

Balance, as of September 30, 2023 (1)

Balance, as of March 31, 2024 (1)

__________________________

(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.

(1) As of December 31, 2023 and March 31, 2024 , Redeemable non-controlling interests include consolidated Affiliate

sponsored investment products primarily attributable to third-party investors of $ 11.8 million and $ 3.6 million ,

respectively.

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.

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 $ 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.

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, 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.

Distributions paid to non-controlling interest Affiliate equity holders were $ 79.5 million and $ 81.8 million for the three months

ended March 31, 2023 and 2024 , 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 three months ended March 31, 2023 and 2024 ,

the amount of cash paid for purchases was $ 5.0 million and $ 39.3 million , respectively.

For the three months ended March 31,

2023 and 2024 , the total amount of cash received for issuances was $ 12.3 million and $ 6.3 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.

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,

2022 2023 2022 2023

For the Three Months

Ended March 31,

Controlling interest

Non-controlling interests

Total $ 9.0 $ 11.5 $ 35.9 $ 39.5

The following table presents unrecognized Affiliate equity compensation expense:

Controlling Interest Remaining Life Non-controlling Interests Remaining Life

December 31, 2022 $ 31.4 5 years $ 284.6 7 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 $ 6.0 million

Remaining Life

Non-controlling

Remaining Life

December 31, 2023

March 31, 2024

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 $ 5.9 million and $ 5.7 million as

of December 31, 2023 and March 31, 2024 , respectively, and was included in Other assets on the Consolidated Balance Sheets.

The total payable was $ 53.9 million and $ 37.7 million as of December 31, 2023 and March 31, 2024 , respectively, and was

included in Other liabilities.

Effects of Changes in the Company’s Ownership in Affiliates

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

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 occurred during the applicable periods:

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

2022 2023 2022 2023

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 recorded 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 occurred during the applicable periods:

For the Three Months

Ended March 31,

Net income (controlling interest)

Decrease in controlling interest paid-in capital from Affiliate equity issuances

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

Decrease in controlling interest paid-in capital from Affiliate equity purchases

Net income (controlling interest) including the net impact of Affiliate equity transactions

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 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,

2022 2023 2022 2023

For the Three Months

Ended March 31,

Controlling interest (1)

Current taxes $ 17.9 $ 87.0 $ 73.3 $ 136.9

Intangible-related deferred taxes 12.7 ( 13.5 ) 41.2 16.4

Other deferred taxes 4.2 2.4 6.6 ( 3.4 )

Total controlling interest 34.8 75.9 121.1 149.9

Non-controlling interests

Current taxes $ 2.0 $ 1.8 $ 9.4 $ 5.5

Deferred taxes — — — —

Total non-controlling interests 2.0 1.8 9.4 5.5

Income tax expense

2 unchanged sentences

__________________________

___________________________

(1) For the periods ended March 31, 2023 , and 2024 , income tax expense (controlling interest) included intangible related

deferred tax expense of $ 14.8 million and $ 17.1 million , respectively.

(2) 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, 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%.

The Company’s effective tax rate (controlling interest) for the three months ended March 31, 2023 was lower than the

marginal tax rate of 24.5%, primarily due to tax windfalls related to share-based compensation, partially offset by the impact of

the increase in the UK corporate tax rate in 2023.

The Company’s effective tax rate (controlling interest) for the three months

ended March 31, 2024 was higher than the marginal tax rate of 24.5%, primarily due to an increase in n on-deductible

compensation and uncertain tax positions.

The Company’s effective tax rate reflects the relative contributions of earnings in the

jurisdictions in which the Company and its Affiliates operate and is impacted by changes in the jurisdictional mix of income

before taxes.

The Company continues to monitor and evaluate legislative developments related to the Organization for Economic Co-

operation and Development’s Pillar Two directive (“Pillar Two”), which establishes a framework for a global minimum

corporate tax rate of 15%.

Several countries in which the Company or its Affiliates operate have adopted legislation to

implement Pillar Two and several others are expected to enact similar rules in the future.

The Company currently does not

expect Pillar Two to have a material impact on its Consolidated Financial Statements.

Earnings Per Share

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.

The relevant provisions of the Inflation Reduction Act for the Company are the 15% corporate alternative minimum income tax and the 1% excise tax on repurchases of the Company’s common stock.

These provisions are effective as of January 1, 2023.

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.

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,

2022 2023 2022 2023

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 March 31,

Net income (controlling interest)

8 unchanged sentences

Average shares outstanding (diluted)

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,

2022 2023 2022 2023

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 March 31,

Stock options and restricted stock units

Shares issuable to settle Redeemable non-controlling interests

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

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.

Under this agreement the Company repurchased a total of 1.5 million shares at an average price of $ 147.29 per share.

For the three months ended March 31, 2024 , under its authorized share repurchase programs, the Company repurchased 1.0

million shares of its common stock at an average price per share of $ 155.60 .

Comprehensive Income

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

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 )

Change in net realized and unrealized gain (loss) on derivative financial instruments ( 1.6 ) 0.0 ( 1.6 ) ( 0.3 ) 0.0 ( 0.3 )

Change in net unrealized gain (loss) on available-for-sale debt securities — — — 0.6 0.0 0.6

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

For the Nine Months Ended September 30,

Benefit Net of Tax Pre-Tax Tax (Expense)

Benefit Net of Tax

Foreign currency translation gain (loss) $ ( 174.8 ) $ 2.8 $ ( 172.0 ) $ 27.5 $ ( 6.9 ) $ 20.6

Change in net realized and unrealized gain (loss) on derivative financial instruments ( 2.2 ) 0.0 ( 2.2 ) 0.5 0.0 0.5

Change in net unrealized gain (loss) on available-for-sale debt securities — — — 0.3 0.1 0.4

Other comprehensive income (loss) $ ( 177.0 ) $ 2.8 $ ( 174.2 ) $ 28.3 $ ( 6.8 ) $ 21.5

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

For the Three Months Ended March 31,

Tax (Expense)

Foreign currency translation gain

Change in net realized and unrealized gain

(loss) on derivative financial instruments

Change in net unrealized gain (loss) on

available-for-sale debt securities

Other comprehensive income

The components of accumulated other comprehensive loss, net of taxes, were as follows:

Adjustment Realized and

Unrealized Gains (Losses)

on Derivative Financial Instruments Unrealized

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Gains (Losses)

on Investment Available-for-Sale Debt

Securities Total

on Derivative

Balance, as of December 31, 2023

2 unchanged sentences

Net other comprehensive income

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

Balance, as of March 31, 2024

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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