Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None.
(b) None.
(c) Purchases of Equity Securities by the Issuer:
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35
Period
Total Number
of Shares
Purchased (1)
Average Price
Paid Per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Average Price
Paid Per Share
Maximum Number of
Shares that May Yet Be
Purchased Under
Outstanding Plans or
Programs (2)
January 1-31, 2024
344,530
$ 149.39
344,530
$ 149.39
3,850,827
February 1-29, 2024
249,955
154.78
249,955
154.78
3,600,827
March 1-31, 2024
369,517
161.95
369,517
161.95
3,231,355
Total
964,002
155.60
964,002
155.60
__________________________
(1) Includes shares surrendered to the Company to satisfy tax withholding and/or option exercise price obligations in
connection with stock swap and option exercise transactions, if any.
(2) Our Board of Directors authorized share repurchase programs in October 2022 and October 2023 to repurchase up to
3.0 million and 3.3 million shares of our common stock, respectively, and these authorizations have no expiry. Purchases
may be made from time to time, at management’s discretion, in the open market or in privately negotiated transactions,
including through the use of trading plans, as well as pursuant to accelerated share repurchase programs or other share
repurchase strategies that may include derivative financial instruments. As of March 31, 2024 , we had repurchased all of
the shares in the repurchase program authorized in October 2022, and there were a total of 3.2 million shares available for
repurchase under our October 20 23 share repurchase program .
Item 6. Exhibits
The exhibits are listed on the Exhibit Index below.
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36
EXHIBIT INDEX
Exhibit No.
Description
4.1
Fourth Supplemental Indenture, dated as of March 20, 2024, between the Registrant, as issuer, and U.S. Bank
Trust Company, National Association, as trustee, including the form of Global Note attached as Annex A thereto
(incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (No. 001-13459), filed
March 20, 2024)
10.1†
Offer Letter Agreement, dated as of March 22, 2024, by and between the Registrant and Dava E. Ritchea*
31.1
Certification of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification of Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002**
32.2
Certification of Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002**
101
The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2024 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language): (i) the
Consolidated Statements of Income for the three -month periods ended March 31, 2024 and 2023 , (ii) the
Consolidated Statements of Comprehensive Income for the three -month periods ended March 31, 2024 and 2023 ,
(iii) the Consolidated Balance Sheets at March 31, 2024 and December 31, 2023 , (iv) the Consolidated
Statements of Changes in Equity for the three -month periods ended March 31, 2024 and 2023 , (v) the
Consolidated Statements of Cash Flows for the three -month periods ended March 31, 2024 and 2023 , and (vi) the
Notes to the Consolidated Financial Statements
104
The cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 ,
formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101
__________________________
† Indicates a management contract or compensatory plan
* Filed herewith
** Furnished herewith
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37
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AFFILIATED MANAGERS GROUP, INC.
(Registrant)
May 7, 2024
/s/ DAVA E. RITCHEA
Dava E. Ritchea
on behalf of the Registrant as Chief Financial Officer
(and also as Principal Financial and Principal Accounting
Officer)
Table of Contents
38
QuickLinks
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share
data) (unaudited)
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in
millions) (unaudited)
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (in millions)
(unaudited)
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in millions)
(unaudited)
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited)
AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II—OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
EXHIBIT INDEX
SIGNATURES
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.