What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-07 · 335 added, 463 removed, 624 unchanged (56% of the section changed)

4 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

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 September 30,

For the Nine Months

Ended September 30,

Ended March 31,

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 realized and unrealized gain (loss) on derivative financial instruments

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

7 unchanged sentences

(in millions)

September 30,

Cash and cash equivalents

Investments in marketable securities

Acquired client relationships (net)

1 unchanged sentence

Fixed assets (net)

Other investments

Liabilities and Equity

Payables and accrued liabilities

Deferred income tax liability (net)

Deferred tax liability (net)

Other liabilities

4 unchanged sentences

58.5 shares issued as of December 31,

2023 and September 30, 2024 )

2024 and March 31, 2025 )

Additional paid-in capital

2 unchanged sentences

Treasury stock, at cost ( 28.9 shares and 29.7 shares as of December 31, 2024 and

September 30, 2024 , respectively)

March 31, 2025 , respectively)

Total stockholders' equity

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions)

Three Months Ended September 30, 2023

Total Stockholders’ Equity

Comprehensive

June 30, 2023

$ ( 3,070.5 )

Other comprehensive 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

Capital contributions and other

Distributions to non-controlling interests

Effect of deconsolidation of Affiliates

September 30, 2023

$ ( 3,241.8 )

Three Months Ended September 30, 2024

Total Stockholders’ Equity

Comprehensive

June 30, 2024

$ ( 3,833.5 )

Other comprehensive income, 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

Capital contributions and other

Distributions to non-controlling interests

September 30, 2024

$ ( 3,994.5 )

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

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions)

Nine Months Ended September 30, 2023

(in millions, except dividends per share)

Three Months Ended March 31, 2024

Total Stockholders’ Equity

5 unchanged sentences

Common stock issued under share-based incentive

Share repurchases

Share repurchases, inclusive of excise tax

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

Effect of deconsolidation of Affiliates

September 30, 2023

March 31, 2024

$ ( 3,503.8 )

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Total Stockholders’ Equity

2 unchanged sentences

$ ( 4,124.6 )

Other comprehensive income, net of tax

Other comprehensive income (loss), net of tax

Share-based compensation

Common stock issued under share-based incentive

Share repurchases

Share repurchases, inclusive of excise tax

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

September 30, 2024

March 31, 2025

$ ( 4,276.4 )

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

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

AFFILIATED MANAGERS GROUP, INC.

1 unchanged sentence

(in millions)

For the Nine Months

Ended September 30,

For the Three Months

Ended March 31,

Cash flow from (used in) operating activities:

4 unchanged sentences

Equity method income (net)

Affiliate Transaction gain

Distributions received from equity method investments

6 unchanged sentences

Increase in receivables

Decrease in other assets

Decrease in payables, accrued liabilities, and other liabilities

Decrease (increase) in other assets

Increase in payables, accrued liabilities, and other liabilities

Cash flow from operating activities

1 unchanged sentence

Investments in Affiliates, net of cash acquired

Proceeds from Affiliate Transaction

Purchase of fixed assets

1 unchanged sentence

Maturities and sales of investment securities

Cash flow from investing activities

Cash flow from (used in) investing activities

Cash flow from (used in) financing activities:

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

Borrowings of junior subordinated notes

Repayments of senior bank debt and senior notes

7 unchanged sentences

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

Net increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

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

Effect of consolidation of Affiliate sponsored investment products

Cash and cash equivalents at end of period

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Basis of Presentation and Use of Estimates

B asis of Presentation and Use of Estimate s

The Consolidated Financial Statements of Affiliated Managers Group, Inc.

4 unchanged sentences

Accordingly, they do not include all of the

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

In the opinion of management, all normal and

information and footnotes required by GAAP for full year financial statem ents.

In th e opinion of management, all normal and

recurring adjustments considered necessary for a fair statement of the Company’s interim financial position and results of

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

operations have been included and all intercompany balances and transactions have been eliminate d.

Operating results for

5 unchanged sentences

Actual results could differ from those estimates.

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

All dollar amounts, except per share, per unit, and per option data in the text and tables herein, are stated in millions unless

otherwise indicated .

Accounting Standards and Policies

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.

The adoption of this

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

Recently Adopted Accounting Standard s

Effective for the financial year ended December 31, 2024 and for interim periods beginning January 1, 2025, the Company

adopted Accounting Standard Update (“ASU”) 2023-07, Segment Reporting :

Improvements to Reportable Segment

Effective January 1, 2025, the Company adopted ASU 2024-01, Compensation—Stock Compensation:

Application of Profits Interest and Similar Awards.

The adoption of these standards did not have a material impact on the

Company’s Consolidated Financial Statements.

Recent Accounting Developments

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

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

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

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

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

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

Improvements to Income Tax Disclosures,

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

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the

income tax rate reconciliation and income taxes paid.

The standard is effective for annual periods beginning after December

The Company currently does not expect

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

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

Scope Application of

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

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

The standard is effective for interim and

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

after December 15, 2025 for the Company’s Affiliates.

The Company 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

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires improved

disclosure of the nature and disaggregation of income statement expenses.

The standard is effective for annual periods

beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

The Company is currently

evaluating the potential impact that this standard may have on its Consolidated Financial Statements.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table summarizes the Company’s Investments:

Investments in marketable securities

Equity securities

Debt securities

Total investments in marketable securities

Other investments

Investments measured at NAV as a practical expedient

Investments without readily determinable fair values

Total other investments

Investments in Marketable Securities

Equity Securities

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

equity securities:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

September 30,

Unrealized gains

Unrealized losses

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.

As of December 31, 2024 and March 31, 2025 , investments in equity securities include consolidated Affiliate sponsored

investment products with fair values of $ 10.9 million and $ 12.9 million , respectively.

For the three months ended March 31, 2024 and 2025 , the Company recognized net unrealized gains (losses) on equity

securities still held as of March 31, 2024 and 2025 of $ 1.4 million and $( 0.9 ) million , respectively.

Debt Securities

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

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

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

sponsored investment products classified as trading:

Unrealized losses

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 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

Other investments consists primarily of investments in funds advised by the Company’s Affiliates that are carried at net

asset value (“NAV”) as a practical expedient and other investments without readily determinable fair values.

Any gain or loss

related to these investments is recorded in Investment and other income in the Consolidated Statements of Income.

Investments Measured at NAV as a Practical Expedient

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

capital investments.

These funds 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:

For the three months ended March 31, 2024 and 2025 , the Company recognized net unrealized gains on debt securities

classified as trading still held as of March 31, 2024 and 2025 of $ 0.8 million .

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Other Investments

Investments Measured at NAV as a Practical Expedient

The following table summarizes the fair values of investments that are measured at net asset value (“NAV”) as a practical

expedient and any related unfunded commitments:

December 31, 2024

September 30, 2024

Private equity funds (1)

Investments in other strategies (2)

March 31, 2025

Investments with limited liquidity (1)

Investments with periodic liquidity (2)

___________________________

(1) The Company accounts for the majority of its interests in private equity funds one quarter in arrears (adjusted for current

period calls and distributions).

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

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

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

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

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

September 30, 2024 , respectively.

(1) The Company expects to receive distributions related to its interests in investments with limited liquidity as the underlying

assets are liquidated over the life of the investments, which is generally up to 15 years .

The Company accounts for the

majority of its interests in investments with limited liquidity one quarter in arrears (adjusted for current period calls and

distributions).

(2) Investments with periodic liquidity are generally redeemable on a daily, monthly, or quarterly basis.

(3) Investments measured at NAV as a practical expedient primarily invest in a broad range of private markets.

attributable to the controlling interest was $ 370.1 million and $ 358.6 million as of December 31, 2024 and March 31, 2025 ,

respectively.

Investments Without Readily Determinable Fair Values

The Company made an investment in a private corporation where it does not exercise significant influence.

investment does not have a readily determinable fair value, the Company has elected to measure this investment at its cost

minus impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical

or similar investments in the private corporation.

The following table summarizes the cost, cumulative unrealized gains, and

carrying amount of investments without readily determinable fair values:

September 30,

The following table summarizes the cost, cumulative unrealized gains, and carrying amount of the Company’s investment

in a private corporation where it does not exercise significant influence, and does not have a readily determinable fair value:

Cumulative unrealized gains

Carrying amount

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 September 30,

For the three months ended March 31, 2025 , the Company recorded no gains or losses on the underlying investment.

The following table presents the changes in o ther investments:

For the Three Months Ended March 31,

Balance, beginning of period

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Nine Months Ended September 30,

Balance, beginning of period

Purchases and commitments

Sales and distributions

Net realized and unrealized gains

Balance, end of period

Fair Value Measurement s

Fair Value Measurements

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

9 unchanged sentences

___________________________

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

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

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

1 unchanged sentence

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 September 30,

Equity Purchase

Balance, beginning of period

Purchases and issuances (1)

Settlements and reductions

Net realized and unrealized gains (2)

Balance, end of period

Net change in unrealized (gains) losses relating to

instruments still held at the reporting date (1)

For the Nine Months Ended September 30,

Equity Purchase

For the Three Months Ended March 31,

Affiliate Equity

Balance, beginning of period

7 unchanged sentences

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

4 unchanged sentences

December 31, 2024

September 30, 2024

March 31, 2025

Contingent payment

7 unchanged sentences

(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

8 unchanged sentences

equity purchase obligations.

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

discount rates used would result in lower fair values.

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

the discount rates used would result in lower fair values.

Other Financial Assets and Liabilities Not Carried at Fair Value

1 unchanged sentence

December 31, 2024

September 30, 2024

March 31, 2025

Junior subordinated notes

3 unchanged sentences

The carrying amount of Cash and cash equivalents, Receivables, Payables and accrued liabilities, and

certain Other liabilities approximates fair value because of the short-term nature of these instruments.

certain Other liabilities approximates fair value because of the short-term nature of these instrument s .

The carrying value of the

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

selected short-term rates.

revolver (as defined in Note 6 ) approximates fair value because the revolver has variable interest based on selected short-term

Investments in Affiliates and Affiliate Sponsored Investment Products

4 unchanged sentences

finance its activities independently, and when the equity holders have the obligation to absorb losses, the right to receive

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

residual returns, and the right to direct the activities of the entity that most significantly impact its economic performance.

21 unchanged sentences

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Investments in Affiliates

15 unchanged sentences

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

of amortization and impairments, is included in Equity method income (net) in the Consolidated Statements of Income and the

carrying value of the Affiliate is recorded in Equity method investments in Affiliates (net) in the Consolidated Balance Sheets.

of intangible amortization and impairments and tax , is included in Equity method income (net) in the Consolidated Statements

of Income and the carrying value of the Affiliate is recorded in Equity method investments in Affiliates (net) in the

Consolidated Balance Sheets.

The Company periodically performs assessments to determine if the fair value of an investment may have declined below

10 unchanged sentences

Affiliate to fair value.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

1 unchanged sentence

December 31, 2024

September 30, 2024

March 31, 2025

Unconsolidated

7 unchanged sentences

Affiliates accounted for under the equity

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.

As of December 31, 2024 and March 31, 2025 , the carrying value and maximum exposure to loss for all of the Company’s

Affiliates accounted for under the equity method was $ 2,246.6 million and $ 2,159.5 million , respectively, including Affiliates

accounted for under the equity method considered VREs of $ 111.4 million and $ 104.8 million , respectively.

Affiliate Sponsored Investment Products

9 unchanged sentences

However, for certain products, the Company’s consolidated Affiliates, as the investment manager,

have the power to direct the activities of the investment product and have an exposure to the economics of the VIE that is more

than insignificant, though generally only for a short period while the product is established and has yet to attract significant

third-party investors.

When the products are consolidated, the Company retains the specialized investment company accounting

principles of the underlying products, and all of the underlying investments are carried at fair value in Investments in

marketable securities, with corresponding changes in the investments’ fair values included in Investment and other income.

Purchases and sales of securities are included in purchases and sales by consolidated Affiliate sponsored investment products in

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

the Consolidated Statements of Cash Flows, respectively, and the third-party investors’ interests are recorded in Redeemable

non-controlling interests.

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

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

investment in the product reported from the date of deconsolidation.

have the power to direct the activities of the investment product and have an exposure to the economics of the p roduct that is

more than insignificant, though generally only for a short period while the product is established and has yet to attract

significant third-party investors.

When the products are consolidated, the Company retains the specialized investment company

accounting principles of the underlying products, and all of the underlying investments are carried at fair value in Investments,

with corresponding changes in the investments’ fair values included in Investment and other income.

Purchases and sales of

securities are included in purchases and sales by consolidated Affiliate sponsored investment products in the Consolidated

Statements of Cash Flows, respectively, and the third-party investors’ interests are recorded in Redeemable non-controlling

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

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

reported from the date of deconsolidation.

The Company’s carrying value and maximum exposure to loss from unconsolidated Affiliate sponsored investment

4 unchanged sentences

December 31, 2024

September 30, 2024

March 31, 2025

Unconsolidated

8 unchanged sentences

The following table summarizes the Company’s Debt:

September 30,

Senior bank debt

1 unchanged sentence

Junior convertible securities

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

4 unchanged sentences

Senior Bank Debt

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 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of March 31, 2025 , the Company had a $ 1.25 billion revolver which matures on November 15, 2029.

Subject to certain

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

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

As of December 31, 2024 and March 31, 2025 , the Company had no outstanding borrowings under the revolver.

As of March 31, 2025 , the Company had senior notes outstanding.

The carrying values of the senior notes are accreted to

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

The principal terms of the senior notes

outstanding as of March 31, 2025 are presented and described below:

February 2015

6 unchanged sentences

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

12 unchanged sentences

Junior Subordinated Notes

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

are presented and described below:

As of March 31, 2025 , the Company had junior subordinated notes outstanding, the respective principal terms of which are

presented and described below:

Junior Subordinated

9 unchanged sentences

Coupon frequency

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

2064 (the “2064 junior subordinated notes”).

Interest was payable beginning June 30, 2024.

The 2064 junior subordinated

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

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

As of 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.

As of March 31, 2025 , the 2059 junior subordinated notes could be redeemed at any time, in whole or in part.

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.

the applicable redemption date, at the Company’s option, the applicable junior subordinated notes may also be redeemed, in

whole but not in part, at 100 % of the principal amount, plus any accrued and unpaid interest, if certain changes in tax laws,

regulations, or interpretations occur;

or at 102 % of the principal amount, plus any accrued and unpaid interest, if a rating

agency makes certain changes relating to the equity credit criteria for securities with features similar to the applicable notes.

The Company may, at its option, and subject to certain conditions and restrictions, defer interest payments subject to the

1 unchanged sentence

Junior Convertible Securities

As of September 30, 2024 , the Company had $ 341.7 million of principal outstanding in its 5.15 % junior convertible trust

As of March 31, 2025 , 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 September 30, 2024 , the unamortized issuance costs related to the junior convertible

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

As of December 31, 2024 and March 31, 2025 , the unamortized issuance costs related to the junior convertible securities

were $ 2.7 million and $ 2.6 million , respectively.

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

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Contractual interest expense

14 unchanged sentences

transactions from time to time at management’s discretion.

The Company did not repurchase any of its junior convertible

securities during the nine months ended September 30, 2023 and 2024 .

The Company did not repu rchase any of its junior convertible

securities during the three months ended March 31, 2024 and 2025 .

Commitments and Contingencies

6 unchanged sentences

reasonably estimated.

For matters for which the outcome is probable but not reasonably estimable or where the outcome is

reasonably possible but not probable, the Company provides disclosure related to such matters, as necessary.

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

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

Deferred payment obligations

Contingent payment obligations (1)

___________________________

As of March 31, 2025 , these

unfunded commitments were $ 253.9 million and may be called in future periods.

As of March 31, 2025 , 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.

Deferred payment

obligations were $ 4.7 million , all of which is payable during the remainder of 2025 .

The fair value of contingent payment

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), 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

obligations was $ 5.6 million , all of which is payable during the remainder of 2025 .

The Company is contingently liable to

make maximum contingent payments of up to $ 110.0 million ( $ 24.9 million attributable to a co-investor).

As of March 31, 2025 , the Company was obligated to make deferred payments of $ 28.3 million related to certain of its

investments in Affiliates accounted for under the equity method, all of which is payable during the remainder of 2025.

Deferred payment obligations are included in Other liabilities.

As of September 30, 2024 , the Company was contingently liable to make payments of $ 243.1 million related to the

As of March 31, 2025 , the Company was contingently liable to make payments of $ 294.0 million related to the

achievement of specified financial targets by certain of its Affiliates accounted for under the equity method, of which $ 6.9

$ 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.

million may become payable during the remainder of 2025, $ 143.5 million may become payable in 2026, $ 87.8 million may

become payable in 2027, $ 33.8 million may become payable in 2028, and $ 11.0 million may become payable in each of 2029

As of March 31, 2025 , the Company had agreed to provide one of its Affiliates accounted for under the equity method up

to $ 33.3 million of contingent financing.

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

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requirements.

G oodwill and Acquired Client Relationshi p s

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

Goodwill and Acquired Client Relationshi p s

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

Balance, as of December 31, 2024

Foreign currency translation

Balance, as of September 30, 2024

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

Balance, as of March 31, 2025

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

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Foreign currency translation

Balance, as of September 30, 2024

Balance, as of March 31, 2025

$ ( 1,085.4 )

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 $ 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 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.

Consolidated Statements of Income for these relationships of $ 7.3 million and $ 6.3 million for the three months ended

March 31, 2024 and 2025 , respectively.

Based on relationships existing as of March 31, 2025 , the Company estimates that its

consolidated amortization expense will be approximately $ 20 million for the remainder of 2025, approximately $ 25 million in

each of 2026, 2027, and 2028, approximately $ 15 million in 2029, and approximately $ 10 million in 2030 .

In the first quarter of 2025, the Company completed an impairment assessment of the indefinite-lived acquired client

relationships for certain mutual fund assets and determined that the fair value of the assets had declined below their carrying

Accordingly, the Company recorded an expense in Intangible amortization and impairments of $ 59.2 million

attributable to the controlling interest ( $ 70.0 million in aggregate) to reduce the carrying value of the assets to fair value.

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.

decline in the fair value was a result of current and projected declines in assets under management that decreased the forecasted

revenue associated with the assets.

The most relevant assumptions used in these analyses were revenue growth rates over the

next five years ranging from ( 21 )% to 0 % , long-term revenue growth rates of 0 % , and discount rates of 11 % .

In addition, the Company recorded an expense in In tangible amortization and impairments of $ 4.0 million attributable to

the controlling interest ( $ 7.0 million in aggregate) to reduce the carrying value of an indefinite-lived acquired client relationship

to zero due to the closure of one of its Affiliate’s mutual fund products .

Equity Method Investments in Affiliates

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

In the first quarter of 2025, the Company completed its minority investment in NorthBridge Partners, LLC

(“NorthBridge”), a private markets manager specializing in industrial logistics real estate assets.

A portion of the

consideration paid for NorthBridge will be deductible for U.S.

tax purposes over a 15-year life.

The Company’s purchase

price allocation for the investment was measured using a discounted cash flow analysis that included assumptions of

expected market performance, net client cash flows, and discount rates.

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:

September 30,

Definite-lived acquired client relationships (net)

Indefinite-lived acquired client relationships (net)

Undistributed earnings and tangible capital

Equity method investments in Affiliates (net)

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

The following table presents the changes in Equity method investments in

Affiliates (net):

Equity Method

3 unchanged sentences

Investments in Affiliates

Earnings, net of tax

Intangible amortization and impairments

1 unchanged sentence

Foreign currency translation

Balance, as of September 30, 2024

Balance, as of March 31, 2025 (1)

_______________________

(1) Includes undistributed earnings of $ 206.1 million and $ 90.4 million as of December 31, 2024 and March 31, 2025 ,

respectively.

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 $ 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

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

of $ 20.8 million and $ 18.6 million for the three months ended March 31, 2024 and 2025, respectively.

Based on relationships

existing as of March 31, 2025 , the Company estimates the amortization expense attributable to its Affiliates will be

approximately $ 60 million for the remainder of 2025, approximately $ 75 million in each of 2026 and 2027, approximately $ 65

million in 2028, approximately $ 50 million in 2029, and approximately $ 45 million in 2030 .

The Company had 22 and 23 Affiliates accounted for under the equity method as of December 31, 2024 and March 31,

2025 , 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

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

I n May 2025, the Company completed a minority investment in Verition Fund Management LLC (“Verition”), a global

multi-strategy investment firm.

Following the close of this transaction, Verition partners continue to hold a significant majority

of the equity of the business and direct its day-to-day operations .

In May 2025, the Company entered into an agreement to acquire a minority equity interest in Qualitas Energy , a

renewables-focused global infrastructure manager specializing in energy transition.

Following the close of the transaction,

Qualitas Energy partners will continue to hold a majority of the equity of the business and direct its day-to-day operations.

transaction is expected to close during the fourth quarter of 2025, and is subject to customary closing conditions.

The financial

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

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 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.

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 .

Together with the Company’s previously completed investment in NorthBridge, the Company has committed

approximately $ 700 million for investments in new Affiliates in 2025.

In May 2025, the Company entered into an agreement to sell its equity interest in Peppertree Capital Management, Inc.

(“Peppertree”), as part of the announced acquisition of Peppertree by TPG Inc.

(“TPG”), a public company listed on the Nasdaq

Global Select Market.

Pursuant to the terms of the agreement, the Company is expected to receive total consideration of

approximately $ 240 million , based on the TPG closing share price on May 2, 2025, and includes approximately $ 102 million in

cash, subject to certain closing adjustments, and approximately 2.9 million TPG Class A common shares.

Peppertree will

continue to be included in the Company’s results until closing of the transaction, which is expected to occur in the third quarter

of 2025, subject to customary closing conditions.

Related Party Transactions

A p rior owner of one of the Company’s consolidated Affiliates retains interests in certain of the Affiliate’s private equity

partnerships and, as a result, is a related party of the Company.

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

were $ 18.5 million and $ 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.

10 unchanged sentences

beneficial owners of 5 % or more of the Company’s voting securities.

A p rior owner of one of the Company’s consolidated Affiliates retains interests in certain of the Affiliate’s private equity

partnerships and, as a result, is a related party of the Company.

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

were $ 14.5 million and $ 13.2 million as of December 31, 2024 and March 31, 2025 , respectively.

From time to time, certain funds of the Company’s consolidated Affiliates may make tax distributions to partners subject to

The total receivable was $ 59.2 million and $ 59.8 million as of December 31, 2024 and March 31, 2025 ,

respectively, and was included in Other assets on the Consolidated Balance Sheets .

T he total payable was $ 87.8 million and

$ 82.1 million as of December 31, 2024 and March 31, 2025 , respectively, and was included in Other liabilities.

These amounts

were primarily attributable to the non-controlling interests.

The Company has related party transactions in association with its deferred and contingent payment obligations, and

Affiliate equity transactions, as more fully described in Notes 7, 13, and 14 .

Equity Distribution Program

On March 7, 2025, the Company entered into an equity distribution agreement and forward sale agreements with several

major securities firms under which it may, from time to time, issue and sell shares of its common stock (immediately or on a

forward basis) having an aggregate sales price of up to $ 500.0 million (the “equity distribution program”).

distribution program superseded and replaced the Company’s prior equity distribution program.

As of March 31, 2025 , no sales

had occurred under the equity distribution program.

Share-Based Compensation

1 unchanged sentence

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Share-based compensation expense

As of December 31, 2024 , the Company had unrecognized share-based compensation expense of $ 38.1 million .

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).

March 31, 2025 , the Company had unrecognized share-based compensation expense of $ 73.2 million , which will be recognized

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Restricted Stock

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

Weighted Average

Grant Date Value

3 unchanged sentences

Performance condition changes

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

Unvested units—March 31, 2025

For the three months ended March 31, 2024 and 2025 , the Company granted restricted stock units with fair values of $ 26.5

million and $ 48.7 million , respectively.

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.

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 expected to be achieved.

Stock Options

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

Weighted Average

Exercise Price

7 unchanged sentences

Performance condition changes

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 .

Unexercised options outstanding—March 31, 2025

Exercisable at March 31, 2025

The Company did not grant any stock options during the three months ended March 31, 2024 and 2025 .

Stock options

5 unchanged sentences

For awards with performance

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

conditions, the number of stock options expected to vest may change over time depending upon the performance level expected

to be achieved.

Redeemable Non-Controlling Interests

Affiliate equity interests provide holders with an equity interest in one of the Company’s Affiliates, consistent with the

structured partnership interests in place at the respective Affiliate.

Affiliate equity holders generally have a conditional right to

put their interests to the Company at certain intervals (between five years and 15 years from the date the equity interest is

received by the Affiliate equity holder or on an annual basis following an Affiliate equity holder’s departure).

Affiliate equity interests provide holders with an equity interest in one of the Company’s consolidated Affiliates, consistent

with the structured partnership interests in place at the respective Affiliate.

Affiliate equity holders generally have a conditional

right to put their interests to the Company at certain intervals (between five years and 15 years from the date the equity interest

is received by the Affiliate equity holder or on an annual basis following an Affiliate equity holder’s departure).

becoming redeemable, the Company’s Affiliate equity is included in Non-controlling interests.

4 unchanged sentences

When the Company has an unconditional obligation to

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

6 unchanged sentences

Transfers to Other liabilities

Transfers from Non-controlling interests

Changes in redemption value

Balance, as of September 30, 2024 (1)

Balance, as of March 31, 2025 (1)

___________________________

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

(1) As of December 31, 2024 and March 31, 2025 , Redeemable non-controlling interests include consolidated Affiliate

sponsored investment products primarily attributable to third-party investors of $ 12.9 million and $ 15.0 million ,

3 unchanged sentences

place at the respective Affiliate.

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

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

months ended September 30, 2023 and 2024 , respectively.

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

Distributions paid to non-controlling interest Affiliate equity holders were $ 81.8 million and $ 87.0 million for the

three months ended March 31, 2024 and 2025 , 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 nine months ended September 30, 2023 and

For the three months ended March 31, 2024 and 2025 ,

the amount of cash paid for purchases was $ 39.3 million and $ 29.8 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.

For the three months ended March 31,

2024 and 2025 , the total amount of cash received for issuances was $ 6.3 million and $ 1.5 million , respectively.

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

7 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Controlling interest

5 unchanged sentences

December 31, 2024

September 30, 2024

March 31, 2025

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 $ 7.9 million and $ 8.6 million as

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.

of December 31, 2024 and March 31, 2025 , respectively, and was included in Other assets.

The total payable was $ 54.8 million

and $ 48.4 million as of December 31, 2024 and March 31, 2025 , respectively, and was included in Other liabilities.

Effects of Changes in the Company’s Ownership in Affiliates

9 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 September 30,

For the Nine Months

Ended September 30,

Ended March 31,

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

(Decrease) increase 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

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 September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Controlling interest (1)

4 unchanged sentences

___________________________

(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.

(1) For the three months ended March 31, 2024 and 2025 , income tax expense (controlling interest) included intangible-related

deferred tax expense of $ 17.1 million and $ 0.1 million , respectively.

(2) Taxes attributable to the controlling interest divided by income before income taxes (controlling interest ) .

The Company’s effective tax rate (controlling interest) for the three months ended September 30, 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 (controlling interest) for the three months ended March 31, 2024 and 2025 was higher

than the marginal tax rate of 24.5%, primarily due to non-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

3 unchanged sentences

corporate tax rate of 15%.

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

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

The Company currently does not

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

Several countries in which the Company or its Affiliates operate are adopting legislation to

implement Pillar Two.

The Company currently does not expect Pillar Two to have a material impact on its Consolidated

Financial Statements.

AFFILIATED MANAGERS GROUP, INC.

8 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Net income (controlling interest)

Income from hypothetical settlement of Redeemable non-controlling interests,

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

Interest expense on junior convertible securities, net of taxes

11 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Stock options and restricted stock units

Shares issuable to settle Redeemable non-controlling interests

For the three and nine months ended September 30, 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 ,

respectively.

For the three months ended March 31, 2025 , under its authorized share repurchase program, the Company repurchased 1.0

million shares of its common stock at an average price per share of $ 171.00 .

Comprehensive Income

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

For the Three Months Ended September 30,

For the Three Months Ended March 31,

Tax (Expense)

7 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Nine Months Ended September 30,

Tax (Expense)

Foreign currency translation gain

Change in net realized and unrealized gain

(loss) on derivative financial instruments

Change in net unrealized gain (loss) on

available-for-sale debt securities

Other comprehensive income

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

Gains (Losses)

on Derivative

Gains (Losses)

on Investment

Available-for-

on Available-

for-Sale Debt

Balance, as of December 31, 2024

Other comprehensive income before reclassifications

Other comprehensive income (loss) before reclassifications

Amounts reclassified

Net other comprehensive income

Balance, as of September 30, 2024

Net other comprehensive income (loss)

Balance, as of March 31, 2025

Segment Information

The Company operates in one segment.

Accordingly, the Company’s Consolidated revenue, Net income, and Total assets

reflect the revenue, profit, and assets of the Company’s single segment, respectively.

The Company’s chief operating decision maker (“CODM”) uses Net income in assessing the performance and in

determining the allocation of resources of the Company’s reportable segment.

The CODM is regularly provided expense

information consistent with the expense categories presented in the Company’s Consolidated Statements of Income.

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