What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-07 compared with 2024-08-02 · 279 added, 239 removed, 808 unchanged (39% of the section changed)

4 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Consolidated revenue

8 unchanged sentences

Equity method income (net)

Affiliate Transaction gain (Note 9)

Investment and other income

12 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Other comprehensive income (loss), net of tax:

10 unchanged sentences

(in millions)

September 30,

Cash and cash equivalents

13 unchanged sentences

58.5 shares issued as of December 31,

2023 and June 30, 2024 )

2023 and September 30, 2024 )

Additional paid-in capital

1 unchanged sentence

Retained earnings

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

2024 , respectively)

Treasury stock, at cost ( 25.3 shares and 28.4 shares as of December 31, 2023 and

September 30, 2024 , respectively)

Total stockholders' equity

5 unchanged sentences

(in millions)

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Total Stockholders’ Equity

Comprehensive

March 31, 2023

June 30, 2023

$ ( 3,070.5 )

Other comprehensive income, net of tax

Other comprehensive loss, 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

June 30, 2023

Effect of deconsolidation of Affiliates

September 30, 2023

$ ( 3,241.8 )

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Total Stockholders’ Equity

Comprehensive

March 31, 2024

June 30, 2024

$ ( 3,833.5 )

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

June 30, 2024

September 30, 2024

$ ( 3,994.5 )

3 unchanged sentences

(in millions)

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Total Stockholders' Equity

2 unchanged sentences

$ ( 2,980.6 )

Other comprehensive income, net of tax

Other comprehensive income (loss), net of tax

Share-based compensation

9 unchanged sentences

Distributions to non-controlling interests

June 30, 2023

Effect of deconsolidation of Affiliates

September 30, 2023

$ ( 3,241.8 )

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Total Stockholders' Equity

14 unchanged sentences

Distributions to non-controlling interests

June 30, 2024

September 30, 2024

$ ( 3,994.5 )

3 unchanged sentences

(in millions)

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

Cash flow from (used in) operating activities:

4 unchanged sentences

Equity method income (net)

Affiliate Transaction gain

Distributions received from equity method investments

11 unchanged sentences

Investments in Affiliates, net of cash acquired

Proceeds from Affiliate Transaction

Purchase of fixed assets

3 unchanged sentences

Cash flow from (used in) financing activities:

Borrowings of senior bank debt and junior subordinated notes

Borrowings of senior bank debt, senior notes, and junior subordinated notes

Repayments of senior bank debt and senior notes

9 unchanged sentences

Cash and cash equivalents at beginning of period

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

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

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

9 unchanged sentences

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

O perating results for

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.

30 unchanged sentences

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.

The Company currently does not expect the adoption to have a material

impact on its Consolidated Financial Statements.

Investments in Marketable Securities

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

September 30,

Unrealized gains

Unrealized losses

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 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.

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

sponsored investment products with fair values of $ 15.8 million and $ 11.9 million , respectively.

For the three months ended 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 .

For the three and nine months ended

September 30, 2024 , the Company recognized net unrealized gains on equity securities still held as of September 30, 2024 of

$ 2.0 million and $ 3.5 million , respectively.

Debt Securities

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:

Treasury securities classified as available-for-sale, all of which matured during the nine months ended September 30,

2024 , and consolidated Affiliate sponsored investment products classified as trading:

Available-for-Sale

September 30,

Unrealized gains

Unrealized losses

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

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, and purchased $ 245.3 million and $ 420.3 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.

For the three months ended September 30, 2024 , the Company received $ 100.0

million of proceeds from the maturity of available-for-sale securities and purchased no available-for-sale securities.

nine months ended September 30, 2024 , the Company received $ 825.2 million of proceeds from the maturity of available-for-

sale securities and purchased $ 413.9 million of available-for-sale securities.

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 and nine

months ended September 30, 2024 , the Company recognized net unrealized gains on debt securities classified as trading still

held as of September 30, 2024 of $ 0.8 million and $ 1.4 million , respectively.

Other Investments

6 unchanged sentences

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:

These funds generally 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

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

AFFILIATED MANAGERS GROUP, INC.

1 unchanged sentence

December 31, 2023

June 30, 2024

September 30, 2024

Private equity funds (1)

8 unchanged sentences

(3) Fair value attributable to the controlling interest was $ 324.9 million and $ 363.4 million as of December 31, 2023 and

June 30, 2024 , respectively.

September 30, 2024 , respectively.

Investments Without Readily Determinable Fair Values

5 unchanged sentences

carrying amount of investments without readily determinable fair values:

September 30,

Cumulative unrealized gains

Carrying amount

For the three and six months ended June 30, 2024 , the Company recorded no gains or losses on the underlying investment.

For the three and nine months ended September 30, 2024 , the Company recorded no gains or losses on the underlying

The following table presents the changes in Other investments:

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Balance, beginning of period

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Balance, beginning of period

3 unchanged sentences

Balance, end of period

Fair Value Measurements

Fair Value Measurement s

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

11 unchanged sentences

Fair Value Measurements

September 30,

Quoted Prices in

15 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Equity Purchase

3 unchanged sentences

Settlements and reductions

Net realized and unrealized (gains) losses (2)

Net realized and unrealized gains (2)

Balance, end of period

1 unchanged sentence

instruments still held at the reporting date (1)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Equity Purchase

15 unchanged sentences

December 31, 2023

June 30, 2024

September 30, 2024

Contingent payment

24 unchanged sentences

December 31, 2023

June 30, 2024

September 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

31 unchanged sentences

December 31, 2023

June 30, 2024

September 30, 2024

Unconsolidated

7 unchanged sentences

Affiliates accounted for under the equity

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

accounted for under the equity method considered VREs of $ 90.3 million and $ 105.4 million , respectively.

As of December 31, 2023 and September 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 $ 2,148.4 million , respectively, including

Affiliates accounted for under the equity method considered VREs of $ 90.3 million and $ 105.7 million , respectively.

Affiliate Sponsored Investment Products

16 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

June 30, 2024

September 30, 2024

Unconsolidated

8 unchanged sentences

The following table summarizes the Company’s Debt:

September 30,

Senior bank debt

7 unchanged sentences

Senior Bank Debt

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

As of June 30, 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 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 June 30, 2024 , the Company had no outstanding borrowings under the revolver.

During the nine months ended September 30, 2024 , the Company repaid the $ 350.0 million outstanding under its senior

unsecured term loan facility (the “term loan” ).

As of September 30, 2024 , the Company had a $ 1.25 billion revolver (together with the term loan, the “credit facilities”).

The revolver matures on October 25, 2027 and the term loan terminated upon payment in full.

Subject to certain conditions, the

Company may increase the commitments under the revolver by up to an additional $ 500.0 million .

The Company pays interest

on any outstanding obligations under the revolver at a specified rate, 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.

Through the repayment

dates, 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, 2023 and September 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

their principal amount at maturity over the remaining life of the underlying instrument.

The principal terms of the senior notes

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

As of September 30, 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 September 30, 2024 are presented and described below:

AFFILIATED MANAGERS GROUP, INC.

7 unchanged sentences

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.

Semi-annually

On August 20, 2024, the Company issue d $ 400.0 million aggregate principal amount of senior unsecured notes with a

maturity date of August 20, 2034 (the “2034 senior notes”).

Interest is payable beginning February 20, 2025.

In addition to

customary event of default provisions, the indenture governing the 2034 senior notes limits the Company's ability to

consolidate, merge, or sell all or substantially all of its assets and requires the Company to make an offer to repurchase the 2034

senior notes upon certain change of control triggering events.

The senior notes may be redeemed, in whole or in part, at a make-whole redemption price (plus accrued and unpaid

interest), at any time, in the case of the 2025 senior notes, at any time prior to March 15, 2030, in the case of the 2030 senior

notes, and at any time prior to May 20, 2034, in the case of the 2034 senior notes.

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 and 2034 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.

In addition, the 2030 and 2034 senior notes may be redeemed, in

whole or in part, at any time, on or after March 15, 2030 and May 20, 2034, respectively, at a redemption price equal to 100 %

of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the

redemption date.

Junior Subordinated Notes

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

presented and described below:

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

are presented and described below:

Junior Subordinated

15 unchanged sentences

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

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

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.

As of September 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 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

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

1 unchanged sentence

Junior Convertible Securities

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

As of September 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.

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.

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

securities were $ 2.9 million and $ 2.7 million , respectively.

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

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Contractual interest expense

15 unchanged sentences

The Company did not repurchase any of its junior convertible

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

securities during the nine months ended September 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 June 30, 2024 , these

unfunded commitments were $ 217.5 million and may be called in future periods.

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:

As of September 30, 2024 ,

these unfunded commitments were $ 215.7 million an d may be called in future periods.

As of September 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 June 30, 2024 .

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(1) Fair value as of September 30, 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 June 30, 2024 , the Company was obligated to make deferred payments of $ 63.1 million related to certain of its

$ 110.0 million ( $ 24.9 million attributable to the co-investor), all of which may become payable in 2025.

As of September 30, 2024 , the Company was obligated to make deferred payments of $ 5.1 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.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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.

As of September 30, 2024 , the Company was contingently liable to make payments of $ 243.1 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 $ 239.1 million may become payable from 2025 through

As of September 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.

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

7 unchanged sentences

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):

G oodwill and Acquired Client Relationshi p s

The following table presents the changes in the Company’s consolidated Goodwill:

Balance, as of December 31, 2023

Foreign currency translation

Balance, as of June 30, 2024

Balance, as of September 30, 2024

As of September 30, 2024 the Company completed its annual impairment assessment on goodwill and no impairment was

The following table presents the changes in the Company’s components of Acquired client relationships (net):

Acquired Client Relationships (Net)

5 unchanged sentences

Foreign currency translation

Balance, as of June 30, 2024

Balance, as of September 30, 2024

$ ( 1,077.0 )

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 $ 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 ,

Consolidated Statements of Income for these relationships of $ 12.5 million and $ 37.5 million for the three and nine months

ended September 30, 2023 , respectively, and $ 7.3 million and $ 21.8 million for the three and nine months ended September 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,

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

amortization expense will be approximately $ 7 million for the remainder of 2024, approximately $ 25 million in each of 2025,

2026, 2027, and 2028, and approximately $ 15 million in 2029.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Veritable Transaction

In the third quarter of 2023, the Company completed the sale of its equity interest in Veritable, LP (“Veritable”), one of the

Company’s consolidated Affiliates.

Pursuant to the terms of the agreement, under which a third party acquired 100 % of the

outstanding equity interests in Veritable, the Company received $ 287.4 million in cash, net of transaction costs.

Veritable was

included in the Company’s results through the closing date, and the Company’s gain on the transaction was $ 133.1 million ,

which was recorded in Affiliate Transaction gain in the Consolidated Statements of Income.

Equity Method Investments in Affiliates

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 .

In the second quarter of 2024 , the Company completed its minority investment 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

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

1 unchanged sentence

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

September 30,

Definite-lived acquired client relationships (net)

2 unchanged sentences

Equity method investments in Affiliates (net)

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

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

Equity Method

6 unchanged sentences

Foreign currency translation

Balance, as of June 30, 2024

Balance, as of September 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 $ 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 .

of $ 21.2 million and $ 63.0 million for the three and nine months ended September 30, 2023 , respectively, and $ 22.7 million and

$ 64.4 million for the three and nine months ended September 30, 2024 , respectively.

Based on relationships existing as of

September 30, 2024 , the Company estimates the amortization expense attributable to its Affiliates will be approximately $ 23

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 2029.

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

6 unchanged sentences

Based on the discounted cash flow analysis, the Company

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

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

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.

7 unchanged sentences

The prior owner’s interests are included in Other liabilities and

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

were $ 18.5 million and $ 15.0 million as of December 31, 2023 and September 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 June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Share-based compensation expense

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

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).

September 30, 2024 , the Company had unrecognized share-based compensation expense of $ 48.7 million , which will be

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

Restricted Stock

6 unchanged sentences

Performance condition changes

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

Unvested units—September 30, 2024

For the nine months ended September 30, 2023 and 2024 , the Company granted restricted stock units with fair values of

$ 49.2 million and $ 31.3 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:

These restricted stock units were valued based on the closing price of the

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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.

Stock Options

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

Weighted Average

8 unchanged sentences

Performance condition changes

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 .

Unexercised options outstanding—September 30, 2024

Exercisable at September 30, 2024

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

Stock options

24 unchanged sentences

Balance, as of December 31, 2023 (1)

Decrease attributable to consolidated Affiliate sponsored investment products

Increase attributable to consolidated Affiliate sponsored investment products

Transfers to Other liabilities

1 unchanged sentence

Changes in redemption value

Balance, as of June 30, 2024 (1)

Balance, as of September 30, 2024 (1)

___________________________

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

sponsored investment products primarily attributable to third-party investors of $ 11.8 million and $ 13.3 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 $ 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)

Distributions paid to non-controlling interest Affiliate equity holders were $ 216.4 million and $ 206.5 million fo r the nine

months ended September 30, 2023 and 2024 , respectively.

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 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.

For the nine months ended September 30, 2023 and

2024 , the amount of cash paid for purchases was $ 41.7 million and $ 60.4 million , respectively.

For the nine months ended

September 30, 2023 and 2024 , the total amount of cash received for issuances was $ 13.4 million and $ 6.3 million , respectively.

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

7 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Controlling interest

5 unchanged sentences

December 31, 2023

June 30, 2024

September 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 $ 4.5 million as

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.

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

The total payable was $ 53.9 million and $ 58.9 million a s of December 31, 2023 and September 30, 2024 , respectively,

and was included in Other liabilities.

Effects of Changes in the Company’s Ownership in Affiliates

12 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Net income (controlling interest)

Decrease in controlling interest paid-in capital from Affiliate equity

Increase (decrease) in controlling interest paid-in capital from Affiliate

equity purchases

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

3 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Controlling interest (1)

4 unchanged sentences

___________________________

(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.

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

related deferred tax (benefit) expense of $( 13.5 ) million and $ 16.4 million , respectively.

For the nine months ended

September 30, 2023 and 2024 , income tax expense (controlling interest) included intangible-related deferred tax expense of

$ 16.4 million and $ 50.6 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 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 (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.

The Company’s effective tax rate (controlling interest) for the three months ended September 30, 2024 was lower than the

marginal tax rate of 24.5%, primarily due to tax windfalls attributable to share-based compensation.

The Company’s effective

tax rate (controlling interest) for the nine months ended September 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

7 unchanged sentences

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)

Earnings Per Share

The calculation of Earnings per share (basic) is based on the weighted average number of shares of the Company’s

5 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Net income (controlling interest)

13 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Stock options and restricted stock units

Shares issuable to settle Redeemable non-controlling interests

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

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

repurchased 0.6 million and 3.6 million shares of its common stock at an average price per share of $ 163.23 and $ 158.62 ,

2 unchanged sentences

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

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Tax (Expense)

7 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Six Months Ended June 30,

Tax (Expense)

For the Nine Months Ended September 30,

Tax (Expense)

15 unchanged sentences

Net other comprehensive income

Balance, as of June 30, 2024

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Balance, as of September 30, 2024

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