What changed in this filing

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Item 1. Financial Statements

2024-08-02 compared with 2024-05-07 · 286 added, 162 removed, 761 unchanged (37% of the section changed)

4 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Consolidated revenue

22 unchanged sentences

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

Ended June 30,

For the Six Months

Ended June 30,

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss)

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

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

Other comprehensive income, net of tax

Other comprehensive income (loss), net of tax

Comprehensive income

20 unchanged sentences

58.5 shares issued as of December 31,

2023 and March 31, 2024 )

2023 and June 30, 2024 )

Additional paid-in capital

1 unchanged sentence

Retained earnings

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

March 31, 2024 , respectively)

Treasury stock, at cost ( 25.3 shares and 28.1 shares as of December 31, 2023 and June 30,

2024 , respectively)

Total stockholders' equity

5 unchanged sentences

(in millions)

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Total Stockholders’ Equity

Comprehensive

December 31, 2022

March 31, 2023

$ ( 2,966.6 )

2 unchanged sentences

Common stock issued under share-based incentive

Share repurchases

Dividends ( $ 0.01 per share)

3 unchanged sentences

controlling interests

Transfers to Redeemable non-controlling interests

Capital contributions and other

Distributions to non-controlling interests

June 30, 2023

$ ( 3,070.5 )

Three Months Ended June 30, 2024

Total Stockholders’ Equity

Comprehensive

March 31, 2024

$ ( 3,503.8 )

Three Months Ended March 31, 2024

Other comprehensive income (loss), net of tax

Share-based compensation

Common stock issued under share-based incentive

Share repurchases

Dividends ( $ 0.01 per share)

Affiliate equity activity:

Affiliate equity compensation

Changes in redemption value of Redeemable non-

controlling interests

Transfers to Redeemable non-controlling interests

Capital contributions and other

Distributions to non-controlling interests

June 30, 2024

$ ( 3,833.5 )

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

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions)

Six Months Ended June 30, 2023

Total Stockholders' Equity

2 unchanged sentences

$ ( 2,980.6 )

Other comprehensive income (loss), net of tax

Other comprehensive income, net of tax

Share-based compensation

6 unchanged sentences

controlling interests

Transfers to Redeemable non-controlling interests

Capital contributions and other

Distributions to non-controlling interests

March 31, 2024

June 30, 2023

$ ( 3,070.5 )

Six Months Ended June 30, 2024

Total Stockholders' Equity

Comprehensive

December 31, 2023

$ ( 3,376.1 )

Other comprehensive income, net of tax

Share-based compensation

Common stock issued under share-based incentive

Share repurchases

Dividends ( $ 0.02 per share)

Affiliate equity activity:

Affiliate equity compensation

Changes in redemption value of Redeemable non-

controlling interests

Transfers to Redeemable non-controlling interests

Capital contributions and other

Distributions to non-controlling interests

June 30, 2024

$ ( 3,833.5 )

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

2 unchanged sentences

(in millions)

For the Three Months

Ended March 31,

For the Six Months

Ended June 30,

Cash flow from (used in) operating activities:

13 unchanged sentences

Decrease in other assets

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

Decrease 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

Purchase of fixed assets

8 unchanged sentences

Distributions to non-controlling interests

Affiliate equity issuances (purchases) (net)

Affiliate equity purchases (net)

Redemptions of consolidated Affiliate sponsored investment products (net)

2 unchanged sentences

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

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

Effect of deconsolidation of Affiliates

Effect of deconsolidation of Affiliates and consolidation of Affiliate sponsored investment products

Cash and cash equivalents at end of period

6 unchanged sentences

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

Accordingly, they do not include all of the

information and footnotes required by GAAP for full year financial statements.

2 unchanged sentences

operations have been included and all intercompany balances and transactions have been eliminated.

Operating results for

O perating results for

interim periods are not necessarily indicative of the results that may be expected for any other period or for the full year.

6 unchanged sentences

Accounting Standards and Policies

Recently Adopted Accounting Standard s

Recently Adopted Accounting Standards

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

The adoption of this

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

28 unchanged sentences

Unrealized losses

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

As of December 31, 2023 and June 30, 2024 , investments in equity securities include consolidated Affiliate sponsored

investment products with fair values of $ 15.8 million and $ 12.1 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 .

For the three and six months ended June 30, 2023 , the Company recognized net unrealized gains on equity securities still

held as of June 30, 2023 of $ 2.6 million and $ 3.9 million , respectively.

For the three and six months ended June 30, 2024 , the

Company recognized net unrealized gains on equity securities still held as of June 30, 2024 of $ 0.2 million and $ 1.6 million ,

respectively.

Debt Securities

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

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

products classified as trading:

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

T reasury securities classified as available-for-sale, all of which mature in 2024 , and consolidated Affiliate sponsored

investment products classified as trading:

Available-for-Sale

December 31, 2023

March 31, 2024

December 31, 2023

March 31, 2024

Unrealized gains

Unrealized losses

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.

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

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

For the three and six months ended June 30, 2023 , the Company purchased $ 75.0 million and $ 175.0 million of

available-for-sale securities, respectively.

For the three and six months ended June 30, 2024 , the Company received $ 300.0

million and $ 725.2 million of proceeds from the maturity of available-for-sale securities, respectively, and purchased $ 99.8

million and $ 413.9 million of available-for-sale securities, respectively.

For the three and six months ended June 30, 2023 , the Company recognized net unrealized gains (losses) on debt securities

classified as trading still held as of June 30, 2023 of $ 0.0 million and $( 0.0) million , respectively.

For the three and six months

ended June 30, 2024 , the Company recognized net unrealized gains (losses) on debt securities classified as trading still held as

of June 30, 2024 of $( 0.2 ) million and $ 0.6 million , respectively.

Other Investments

12 unchanged sentences

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

December 31, 2023

March 31, 2024

June 30, 2024

Private equity funds (1)

4 unchanged sentences

These funds primarily invest in a broad range of third-party funds and direct investments.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

2 unchanged sentences

(3) Fair value attributable to the controlling interest was $ 324.9 million and $ 361.4 million as of December 31, 2023 and

March 31, 2024 , respectively.

June 30, 2024 , respectively.

Investments Without Readily Determinable Fair Values

7 unchanged sentences

Carrying amount

For the three months ended March 31, 2024 , the Company recorded no gains or losses on the underlying investment.

For the three and six months ended June 30, 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 March 31,

For the Three Months Ended June 30,

Balance, beginning of period

3 unchanged sentences

Balance, end of period

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Six Months Ended June 30,

Balance, beginning of period

Purchases and commitments

Sales and distributions

Net realized and unrealized gains

Balance, end of period

Fair Value Measurements

11 unchanged sentences

Affiliate equity purchase obligations

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Fair Value Measurements

13 unchanged sentences

Level 3 Financial Liabilities

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

For the Three Months Ended March 31,

Affiliate Equity

The following table presents the changes in Level 3 liabilities:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Three Months Ended June 30,

Equity Purchase

Balance, beginning of period

5 unchanged sentences

instruments still held at the reporting date (1)

For the Six Months Ended June 30,

Equity Purchase

Balance, beginning of period

Purchases and issuances (1)

Settlements and reductions

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)

___________________________

6 unchanged sentences

December 31, 2023

March 31, 2024

June 30, 2024

Contingent payment

4 unchanged sentences

Discount rates

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

___________________________

1 unchanged sentence

(2) Represents growth rates of asset- and performance-based fees.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Contingent payment obligations represent the fair value of the expected future settlement amounts related to the

13 unchanged sentences

December 31, 2023

March 31, 2024

June 30, 2024

Junior subordinated notes

36 unchanged sentences

not the primary beneficiary, but has the ability to exercise significant influence over operating and financial matters of the VIE.

Investments in Affiliates

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Investments in Affiliates

Substantially all of the Company’s Affiliates are considered VIEs and are either consolidated or accounted for under the

12 unchanged sentences

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.

in capital in the Consolidated Balance Sheets, net of any related income tax effects in the period the transaction occurs.

When an Affiliate is accounted for under the equity method, the Company’s share of an Affiliate’s earnings or losses, net

12 unchanged sentences

Impairments are recorded as an expense in Equity method income (net) to reduce the carrying value of the

Affiliate to its fair value.

Affiliate to fair value.

The unconsolidated assets, net of liabilities and non-controlling interests of Affiliates accounted for under the equity

1 unchanged sentence

December 31, 2023

March 31, 2024

June 30, 2024

Unconsolidated

7 unchanged sentences

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

As of December 31, 2023 and June 30, 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 $ 2,161.6 million , respectively, including Affiliates

18 unchanged sentences

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

1 unchanged sentence

When the Company or its consolidated Affiliates no longer control these products, due to a reduction

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

in ownership or other reasons, the products are deconsolidated with only the Company’s or its consolidated Affiliate’s

6 unchanged sentences

December 31, 2023

March 31, 2024

June 30, 2024

Unconsolidated

18 unchanged sentences

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

As of June 30, 2024 , the Company had a $ 1.25 billion revolver and a $ 300.0 million term loan (together, the “credit

facilities”).

6 unchanged sentences

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

As of March 31, 2024 , the interest rate for the Company’s

As of June 30, 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.

As of December 31, 2023 and June 30, 2024 , the Company had no outstanding borrowings under the revolver.

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

As of June 30, 2024 , the Company had senior notes outstanding.

The carrying values of the senior notes are accreted to

1 unchanged sentence

The principal terms of the senior notes

outstanding as of March 31, 2024 are presented and described below :

outstanding as of June 30, 2024 are presented and described below:

AFFILIATED MANAGERS GROUP, INC.

17 unchanged sentences

Junior Subordinated Notes

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

As of June 30, 2024 , the Company had junior subordinated notes outstanding, the respective principal terms of which are

presented and described below:

12 unchanged sentences

2064 (the “2064 junior subordinated notes”).

Interest is payable commencing on June 30, 2024.

Interest was payable beginning June 30, 2024.

The 2064 junior subordinated

1 unchanged sentence

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.

As of June 30, 2024 , the 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

12 unchanged sentences

Junior Convertible Securities

As of March 31, 2024 , the Company had $ 341.7 million of principal outstanding in its 5.15 % junior convertible trust

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of June 30, 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.

1 unchanged sentence

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

As of December 31, 2023 and June 30, 2024 , the unamortized issuance costs related to the junior convertible securities

were $ 2.9 million and $ 2.8 million , respectively.

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

Contractual interest expense

15 unchanged sentences

The Company did not repurchase any of its junior convertible

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

securities during the six months ended June 30, 2023 and 2024 .

Commitments and Contingencies

7 unchanged sentences

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

As of March 31, 2024 , these

As of June 30, 2024 , these

unfunded commitments were $ 217.5 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:

As of June 30, 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

2 unchanged sentences

___________________________

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

(1) Fair value as of June 30, 2024 .

The Company is contingently liable to make maximum contingent payments of up to

1 unchanged sentence

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

As of June 30, 2024 , the Company was obligated to make deferred payments of $ 63.1 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 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 March 31, 2024 , the Company has agreed to provide one of its Affiliates accounted for under the equity method up to

As of June 30, 2024 , the Company was contingently liable to make payments of $ 240.7 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 $ 236.7 million may become payable from 2025 through 2028.

As of June 30, 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.

13 unchanged sentences

Foreign currency translation

Balance, as of March 31, 2024

Balance, as of June 30, 2024

Acquired Client Relationships (Net)

1 unchanged sentence

Indefinite-lived

Net Book Value

Balance, as of December 31, 2023

2 unchanged sentences

Foreign currency translation

Balance, as of March 31, 2024

Balance, as of June 30, 2024

$ ( 1,063.9 )

2 unchanged sentences

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.

Consolidated Statements of Income for these relationships of $ 12.5 million and $ 25.0 million for the three and six months

ended June 30, 2023 , respectively, and $ 7.3 million and $ 14.5 million for the three and six months ended June 30, 2024 ,

respectively.

Based on relationships existing as of June 30, 2024 , the Company estimates that its consolidated amortization

expense will be approximately $ 15 million for the remainder of 2024, approximately $ 25 million in each of 2025, 2026, 2027,

and 2028, and approximately $ 15 million in 2029.

Equity Method Investments in Affiliates

Th e financial results of certain Affiliates accounted for under the equity method are recognized in the Consolidated

In May 2024 , th e Company completed its minority inv estment in Suma Capital (“Suma”), a pan-European private

markets firm that invests in the transition to a lower carbon economy.

Following the close of the transaction, Suma partners

continue to hold a significant majority of the equity of the firm and direct its day-to-day operations .

The financial results of certain Affiliates accounted for under the equity method are recognized in the Consolidated

Financial Statements one quarter in arrears.

Equity method investments in Affiliates (net) consisted of the following:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Definite-lived acquired client relationships (net)

3 unchanged sentences

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Equity Method

Investments in

Affiliates (Net)

Balance, as of December 31, 2023

Investments in Affiliates

Intangible amortization and impairments

1 unchanged sentence

Foreign currency translation

Balance, as of March 31, 2024

Balance, as of June 30, 2024

Definite-lived acquired client relationships at the Company’s Affiliates accounted for under the equity method are

1 unchanged sentence

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.

of $ 20.9 million and $ 41.8 million for the three and six months ended June 30, 2023 , respectively, and $ 20.9 million and $ 41.7

million for the three and six months ended June 30, 2024 , respectively .

Based on relationships existing as of June 30, 2024 , the

Company estimates the amortization expense attributable to its Affiliates will be approximately $ 41 million for the remainder of

2024, approximately $ 75 million in 2025, approximately $ 70 million in each of 2026 and 2027, approximately $ 60 million in

2028, and approximately $ 45 million in 202 9 .

In the second quarter of 2024 , the Company recorded a $ 39.9 million expense to reduce the carrying value of an Affiliate to

The decline in the fair value was a result of an anticipated decline in assets under management, which decreased the

forecasted income associated with the investment.

The fair value of the investment was determined using a discounted cash

flow analysis, a Level 3 fair value measurement that included a projected compounded growth in assets under management over

the next ten years of ( 2.5 )% , long-term growth rate of 3 % , discount rates of 12 % and 20 % for asset- and performance-based

fees, respectively, and a market participant tax rate of 21 % .

Based on the discounted cash flow analysis, the Company

concluded that the fair value of its investment had declined below its carrying value and that the decline was other-than-

The Company had 22 and 23 Affiliates accounted for under the equity method as of December 31, 2023 and June 30,

2024 , 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 .

Related Party Transactions

2 unchanged sentences

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.

were $ 18.5 million and $ 17.6 million as of December 31, 2023 and June 30, 2024 , respectively.

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

6 unchanged sentences

Affiliate management owners and the Company’s officers may serve as

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

trustees or directors of certain investment vehicles from which the Company or an Affiliate earns fees.

7 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Share-based compensation expense

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

March 31, 2024 , the Company had unrecognized share-based compensation expense of $ 70.2 million , which will be recognized

June 30, 2024 , the Company had unrecognized share-based compensation expense of $ 59.8 million , which will be recognized

over a weighted average period of approximately two years (assuming no forfeitures).

1 unchanged sentence

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Weighted Average

4 unchanged sentences

Performance condition changes

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

Unvested units—June 30, 2024

For the six months ended June 30, 2023 and 2024 , the Company granted restricted stock units with fair values of $ 48.3

million and $ 30.0 million , respectively.

7 unchanged sentences

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Weighted Average

8 unchanged sentences

Performance condition changes

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 .

Unexercised options outstanding—June 30, 2024

Exercisable at June 30, 2024

The Company did not grant any stock options during the six months ended June 30, 2023 and 2024 .

Stock options

18 unchanged sentences

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

purchase Affiliate equity interests, the interests are reclassified from Redeemable non-controlling interests to Other liabilities at

current fair value.

1 unchanged sentence

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Non-controlling

2 unchanged sentences

Transfers to Other liabilities

Transfers from Non-controlling interests

Changes in redemption value

Balance, as of March 31, 2024 (1)

Balance, as of June 30, 2024 (1)

___________________________

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

(1) As of December 31, 2023 and June 30, 2024 , Redeemable non-controlling interests include consolidated Affiliate

sponsored investment products primarily attributable to third-party investors of $ 11.8 million and $ 10.7 million ,

4 unchanged sentences

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

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.

Distributions paid to non-controlling interest Affiliate equity holders were $ 156.4 million and $ 147.6 million for the six months

ended June 30, 2023 and 2024 , respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company periodically purchases Affiliate equity from and issues Affiliate equity to the Company’s consolidated

5 unchanged sentences

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,

For the six months ended June 30, 2023 and 2024 , the

amount of cash paid for purchases was $ 21.8 million and $ 55.4 million , respectively.

For the six months ended June 30, 2023

and 2024 , the total amount of cash received for issuances was $ 13.4 million and $ 6.3 million , respectively.

8 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Controlling interest

5 unchanged sentences

December 31, 2023

March 31, 2024

June 30, 2024

The Company records amounts receivable from, and payable to, Affiliate equity holders in connection with the transfer of

1 unchanged sentence

The total receivable was $ 5.9 million and $ 4.6 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.

of December 31, 2023 and June 30, 2024 , respectively, and was included in Other assets on the Consolidated Balance Sheets.

The total payable was $ 53.9 million as of December 31, 2023 and June 30, 2024 , 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)

The Company periodically acquires interests from, and transfers interests to, Affiliate equity holders.

8 unchanged sentences

equity transactions that occurred during the applicable periods:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Net income (controlling interest)

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

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

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

Decrease in controlling interest paid-in capital from Affiliate equity

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

The Company’s consolidated income tax provision includes taxes attributable to the controlling interest and, to a lesser

2 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Controlling interest (1)

4 unchanged sentences

___________________________

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

(1) For the three months ended June 30, 2023 and 2024 , income tax expense (controlling interest) included intangible-related

deferred tax expense of $ 15.0 million and $ 17.1 million , respectively.

For the six months ended June 30, 2023 and 2024 ,

income tax expense (controlling interest) included intangible-related deferred tax expense of $ 29.8 million and $ 34.2

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 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’s effective tax rate (controlling interest) for the three months ended June 30, 2023 was lower than the

marginal tax rate of 24.5%, primarily due to tax benefits resulting from a decrease in the Company’s 2022 estimated foreign tax

The Company’s effective tax rate (controlling interest) for the six months ended June 30, 2023 was lower than the

marginal tax rate due to tax benefits resulting from a decrease in the Company’s 2022 estimated foreign tax expense and tax

windfalls attributable to share-based compensation.

The Company’s effective tax rate (controlling interest) for the three and six months ended June 30, 2024 was higher than

the marginal tax rate of 24.5%, primarily due to an expense to reduce the carrying value of an Affiliate to fair value for which

no tax benefit was recorded.

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-

15 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Net income (controlling interest)

Income from hypothetical settlement of Redeemable non-controlling interests, net of taxes

Income from hypothetical settlement of Redeemable non-controlling interests,

Interest expense on junior convertible securities, net of taxes

11 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Stock options and restricted stock units

Shares issuable to settle Redeemable non-controlling interests

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 .

For the three and six months ended June 30, 2024 , under its authorized share repurchase programs, the Company

repurchased 2.1 million and 3.0 million shares of its common stock at an average price per share of $ 158.62 and $ 157.66 ,

respectively.

Comprehensive Income

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

For the Three Months Ended March 31,

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

For the Three Months Ended June 30,

Tax (Expense)

Foreign currency translation gain (loss)

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)

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Six Months Ended June 30,

Tax (Expense)

Foreign currency translation gain

5 unchanged sentences

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Gains (Losses)

on Derivative

Gains (Losses)

on Investment

Available-for-

Balance, as of December 31, 2023

2 unchanged sentences

Net other comprehensive income

Balance, as of March 31, 2024

Balance, as of June 30, 2024

AFFILIATED MANAGERS GROUP, INC.

1 unchanged sentence

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