Item 1. Financial Statements
Item 1. Financial Statements
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)
(unaudited)
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2024
2025
2024
2025
Consolidated revenue
$ 500.3
$ 493.2
$ 1,000.3
$ 989.8
Consolidated expenses:
Compensation and related expenses
215.3
263.7
455.7
494.1
Selling, general and administrative
89.4
95.7
181.1
190.4
Intangible amortization and impairments
7.3
6.3
14.5
89.6
Interest expense
33.5
34.5
63.4
68.6
Depreciation and other amortization
3.1
2.5
6.1
5.3
Other expenses (net)
10.8
10.0
19.9
21.6
Total consolidated expenses
359.4
412.7
740.7
869.6
Equity method income (net)
18.1
65.6
135.7
140.9
Investment and other income
19.3
25.5
37.2
37.1
Income before income taxes
178.3
171.6
432.5
298.2
Income tax expense
43.3
35.7
98.7
63.1
Net income
135.0
135.9
333.8
235.1
Net income (non-controlling interests)
( 59.0 )
( 51.6 )
( 108.0 )
( 78.5 )
Net income (controlling interest)
$ 76.0
$ 84.3
$ 225.8
$ 156.6
Average shares outstanding (basic)
31.5
28.5
32.1
28.9
Average shares outstanding (diluted)
35.3
31.4
36.0
32.3
Earnings per share (basic)
$ 2.42
$ 2.96
$ 7.02
$ 5.43
Earnings per share (diluted)
$ 2.26
$ 2.80
$ 6.49
$ 5.01
The accompanying notes are an integral part of the Consolidated Financial Statements.
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AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2024
2025
2024
2025
Net income
$ 135.0
$ 135.9
$ 333.8
$ 235.1
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)
( 2.2 )
63.3
3.4
57.6
Change in net realized and unrealized gain (loss) on derivative financial
instruments
0.1
0.4
0.4
0.9
Change in net unrealized gain (loss) on available-for-sale debt securities
( 0.0 )
—
0.4
0.4
Other comprehensive income (loss), net of tax
( 2.1 )
63.7
4.2
58.9
Comprehensive income
132.9
199.6
338.0
294.0
Comprehensive income (non-controlling interests)
( 62.8 )
( 64.6 )
( 108.3 )
( 98.8 )
Comprehensive income (controlling interest)
$ 70.1
$ 135.0
$ 229.7
$ 195.2
The accompanying notes are an integral part of the Consolidated Financial Statements.
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AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in millions)
(unaudited)
December 31,
2024
June 30,
2025
Assets
Cash and cash equivalents
$ 950.0
$ 361.0
Receivables
409.7
571.0
Investments
595.6
644.1
Goodwill
2,504.9
2,537.6
Acquired client relationships (net)
1,777.8
1,716.1
Equity method investments in Affiliates (net)
2,246.6
2,618.3
Fixed assets (net)
57.6
56.7
Other assets
288.7
302.8
Total assets
$ 8,830.9
$ 8,807.6
Liabilities and Equity
Payables and accrued liabilities
$ 639.1
$ 692.4
Debt
2,620.2
2,621.2
Deferred tax liability (net)
520.5
544.3
Other liabilities
402.4
474.9
Total liabilities
4,182.2
4,332.8
Commitments and contingencies (Note 7)
Redeemable non-controlling interests
350.5
336.1
Equity:
Common stock ( $ 0.01 par value, 153.0 shares authorized; 58.5 shares issued as of December 31,
2024 and June 30, 2025 )
0.6
0.6
Additional paid-in capital
733.1
701.2
Accumulated other comprehensive loss
( 163.6 )
( 125.0 )
Retained earnings
6,899.8
7,055.9
7,469.9
7,632.7
Less: Treasury stock, at cost ( 28.9 shares and 30.2 shares as of December 31, 2024 and June 30,
2025 , respectively)
( 4,124.6 )
( 4,394.0 )
Total stockholders' equity
3,345.3
3,238.7
Non-controlling interests
952.9
900.0
Total equity
4,298.2
4,138.7
Total liabilities and equity
$ 8,830.9
$ 8,807.6
The accompanying notes are an integral part of the Consolidated Financial Statements.
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AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions, except dividends per share)
(unaudited)
Three Months Ended June 30, 2024
Total Stockholders’ Equity
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Treasury
Stock at
Cost
Non-
controlling
Interests
Total
Equity
March 31, 2024
$ 0.6
$ 712.1
$ ( 157.8 )
$ 6,539.1
$ ( 3,503.8 )
$ 930.3
$ 4,520.5
Net income
—
—
—
76.0
—
59.0
135.0
Other comprehensive income (loss), net of tax
—
—
( 5.9 )
—
—
3.8
( 2.1 )
Share-based compensation
—
10.8
—
—
—
—
10.8
Common stock issued under share-based incentive
plans
—
( 0.3 )
—
—
0.4
—
0.1
Share repurchases, inclusive of excise tax
—
—
—
—
( 330.1 )
—
( 330.1 )
Dividends ( $ 0.01 per share)
—
—
—
( 0.4 )
—
—
( 0.4 )
Affiliate equity activity:
Affiliate equity compensation
—
4.5
—
—
—
9.8
14.3
Issuances
—
( 0.8 )
—
—
—
1.0
0.2
Purchases
—
( 0.9 )
—
—
—
( 3.1 )
( 4.0 )
Changes in redemption value of Redeemable non-
controlling interests
—
( 12.6 )
—
—
—
—
( 12.6 )
Transfers to Redeemable non-controlling interests
—
—
—
—
—
( 1.7 )
( 1.7 )
Capital contributions and other
—
—
—
—
—
( 1.5 )
( 1.5 )
Distributions to non-controlling interests
—
—
—
—
—
( 65.8 )
( 65.8 )
June 30, 2024
$ 0.6
$ 712.8
$ ( 163.7 )
$ 6,614.7
$ ( 3,833.5 )
$ 931.8
$ 4,262.7
Three Months Ended June 30, 2025
Total Stockholders’ Equity
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Treasury
Stock at
Cost
Non-
controlling
Interests
Total
Equity
March 31, 2025
$ 0.6
$ 667.8
$ ( 175.7 )
$ 6,971.9
$ ( 4,276.4 )
$ 910.8
$ 4,099.0
Net income
—
—
—
84.3
—
51.6
135.9
Other comprehensive income, net of tax
—
—
50.7
—
—
13.0
63.7
Share-based compensation
—
10.9
—
—
—
—
10.9
Common stock issued under share-based incentive
plans
—
( 0.1 )
—
—
( 16.8 )
—
( 16.9 )
Share repurchases, inclusive of excise tax
—
—
—
—
( 100.8 )
—
( 100.8 )
Dividends ( $ 0.01 per share)
—
—
—
( 0.3 )
—
—
( 0.3 )
Affiliate equity activity:
Affiliate equity compensation
—
2.5
—
—
—
9.2
11.7
Issuances
—
( 1.4 )
—
—
—
1.3
( 0.1 )
Purchases
—
47.5
—
—
—
( 74.2 )
( 26.7 )
Changes in redemption value of Redeemable non-
controlling interests
—
( 26.0 )
—
—
—
—
( 26.0 )
Transfers from Redeemable non-controlling
interests
—
—
—
—
—
53.0
53.0
Capital contributions and other
—
—
—
—
—
( 2.0 )
( 2.0 )
Distributions to non-controlling interests
—
—
—
—
—
( 62.7 )
( 62.7 )
June 30, 2025
$ 0.6
$ 701.2
$ ( 125.0 )
$ 7,055.9
$ ( 4,394.0 )
$ 900.0
$ 4,138.7
The accompanying notes are an integral part of the Consolidated Financial Statements.
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AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions, except dividends per share)
(unaudited)
Six Months Ended June 30, 2024
Total Stockholders' Equity
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Treasury
Stock at
Cost
Non-
controlling
Interests
Total
Equity
December 31, 2023
$ 0.6
$ 741.4
$ ( 167.6 )
$ 6,389.6
$ ( 3,376.1 )
$ 982.2
$ 4,570.1
Net income
—
—
—
225.8
—
108.0
333.8
Other comprehensive income, net of tax
—
—
3.9
—
—
0.3
4.2
Share-based compensation
—
31.9
—
—
—
—
31.9
Common stock issued under share-based incentive
plans
—
( 42.7 )
—
—
23.9
—
( 18.8 )
Share repurchases, inclusive of excise tax
—
—
—
—
( 481.3 )
—
( 481.3 )
Dividends ( $ 0.02 per share)
—
—
—
( 0.7 )
—
—
( 0.7 )
Affiliate equity activity:
Affiliate equity compensation
—
10.1
—
—
—
21.2
31.3
Issuances
—
( 3.8 )
—
—
—
11.3
7.5
Purchases
—
6.6
—
—
—
( 20.2 )
( 13.6 )
Changes in redemption value of Redeemable non-
controlling interests
—
( 30.7 )
—
—
—
—
( 30.7 )
Transfers to Redeemable non-controlling interests
—
—
—
—
—
( 1.7 )
( 1.7 )
Capital contributions and other
—
—
—
—
—
( 21.7 )
( 21.7 )
Distributions to non-controlling interests
—
—
—
—
—
( 147.6 )
( 147.6 )
June 30, 2024
$ 0.6
$ 712.8
$ ( 163.7 )
$ 6,614.7
$ ( 3,833.5 )
$ 931.8
$ 4,262.7
Six Months Ended June 30, 2025
Total Stockholders' Equity
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Treasury
Stock at
Cost
Non-
controlling
Interests
Total
Equity
December 31, 2024
$ 0.6
$ 733.1
$ ( 163.6 )
$ 6,899.8
$ ( 4,124.6 )
$ 952.9
$ 4,298.2
Net income
—
—
—
156.6
—
78.5
235.1
Other comprehensive income, net of tax
—
—
38.6
—
—
20.3
58.9
Share-based compensation
—
21.7
—
—
—
—
21.7
Common stock issued under share-based incentive
plans
—
( 47.0 )
—
—
5.8
—
( 41.2 )
Share repurchases, inclusive of excise tax
—
—
—
—
( 275.2 )
—
( 275.2 )
Dividends ( $ 0.02 per share)
—
—
—
( 0.5 )
—
—
( 0.5 )
Affiliate equity activity:
Affiliate equity compensation
—
3.8
—
—
—
18.5
22.3
Issuances
—
( 2.0 )
—
—
—
4.0
2.0
Purchases
—
35.8
—
—
—
( 74.4 )
( 38.6 )
Changes in redemption value of Redeemable non-
controlling interests
—
( 44.2 )
—
—
—
—
( 44.2 )
Transfers from Redeemable non-controlling
interests
—
—
—
—
—
53.0
53.0
Capital contributions and other
—
—
—
—
—
( 3.1 )
( 3.1 )
Distributions to non-controlling interests
—
—
—
—
—
( 149.7 )
( 149.7 )
June 30, 2025
$ 0.6
$ 701.2
$ ( 125.0 )
$ 7,055.9
$ ( 4,394.0 )
$ 900.0
$ 4,138.7
The accompanying notes are an integral part of the Consolidated Financial Statements.
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AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
For the Six Months
Ended June 30,
2024
2025
Cash flow from (used in) operating activities:
Net income
$ 333.8
$ 235.1
Adjustments to reconcile Net income to cash flow from (used in) operating activities:
Intangible amortization and impairments
14.5
89.6
Depreciation and other amortization
6.1
5.3
Deferred income tax expense
40.8
26.8
Equity method income (net)
( 135.7 )
( 140.9 )
Distributions received from equity method investments
289.0
295.9
Share-based compensation and Affiliate equity compensation expense
66.3
92.3
Net realized and unrealized gains on investment securities
( 20.7 )
( 20.5 )
Other non-cash items
( 2.5 )
( 3.9 )
Changes in assets and liabilities:
Purchases of securities by consolidated Affiliate sponsored investment products
( 48.7 )
( 35.1 )
Sales of securities by consolidated Affiliate sponsored investment products
37.4
30.5
Increase in receivables
( 90.7 )
( 126.9 )
Decrease (increase) in other assets
11.4
( 13.0 )
(Decrease) increase in payables, accrued liabilities, and other liabilities
( 46.6 )
4.5
Cash flow from operating activities
454.4
439.7
Cash flow from (used in) investing activities:
Investments in Affiliates, net of cash acquired
( 5.7 )
( 510.1 )
Purchases of fixed assets
( 1.6 )
( 3.0 )
Purchases of investment securities
( 432.3 )
( 56.4 )
Maturities and sales of investment securities
754.4
40.2
Cash flow from (used in) investing activities
314.8
( 529.3 )
Cash flow from (used in) financing activities:
Borrowings of junior subordinated notes
450.0
—
Repayments of senior bank debt and senior notes
( 450.0 )
—
Repurchases of common stock, net
( 484.6 )
( 277.5 )
Dividends paid on common stock
( 0.7 )
( 0.5 )
Distributions to non-controlling interests
( 147.6 )
( 149.7 )
Affiliate equity purchases, net
( 49.1 )
( 41.1 )
Redemptions of consolidated Affiliate sponsored investment products, net
( 8.4 )
( 4.1 )
Other financing items
( 25.7 )
( 45.5 )
Cash flow used in financing activities
( 716.1 )
( 518.4 )
Effect of foreign currency exchange rate changes on cash and cash equivalents
( 1.5 )
13.0
Net increase (decrease) in cash and cash equivalents
51.6
( 595.0 )
Cash and cash equivalents at beginning of period
813.6
950.0
Effect of consolidation of Affiliate sponsored investment products
0.3
6.0
Cash and cash equivalents at end of period
$ 865.5
$ 361.0
The accompanying notes are an integral part of the Consolidated Financial Statements.
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Basis of Presentation and Use of Estimates
The Consolidated Financial Statements of Affiliated Managers Group, Inc. (“AMG” or the “Company”) have been
prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by GAAP for full year financial statements. In the opinion of management, all normal and
recurring adjustments considered necessary for a fair statement of the Company’s interim financial position and results of
operations have been included and all intercompany balances and transactions have been eliminated. Operating results for
interim periods are not necessarily indicative of the results that may be expected for any other period or for the full year. The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 includes additional information about its
operations, financial position, and accounting policies, and should be read in conjunction with this Quarterly Report on
Form 10-Q.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
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 .
2. Accounting Standards and Policies
Recently Adopted Accounting Standards
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
Disclosures. Effective January 1, 2025, the Company adopted ASU 2024-01, Compensation—Stock Compensation: Scope
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 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
15, 2024. The Company currently does not expect the adoption to have a material impact on its Consolidated Financial
Statements.
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.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):
Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which revises guidance on how an entity
should identify the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity. The
standard is effective for annual periods beginning after December 15, 2026. The Company is currently evaluating the potential
impact that this standard may have on its Consolidated Financial Statements.
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
3. Investments
The following table summarizes the Company’s Investments:
December 31,
2024
June 30,
2025
Investments in marketable securities
Equity securities
$ 32.3
$ 51.3
Debt securities
24.3
26.7
Total investments in marketable securities
56.6
78.0
Other investments
Investments measured at NAV as a practical expedient
$ 488.6
$ 515.7
Investments without readily determinable fair values
50.4
50.4
Total other investments
539.0
566.1
Investments
$ 595.6
$ 644.1
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:
December 31,
2024
June 30,
2025
Cost
$ 30.0
$ 53.2
Unrealized gains
3.7
6.1
Unrealized losses
( 1.4 )
( 8.0 )
Fair value
$ 32.3
$ 51.3
As of December 31, 2024 and June 30, 2025 , investments in equity securities include consolidated Affiliate sponsored
investment products with fair values of $ 10.9 million and $ 19.6 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. For the three and six months ended June 30, 2025 , the
Company recognized net unrealized gains on equity securities still held as of June 30, 2025 of $ 5.1 million and $ 4.2 million ,
respectively.
Debt Securities
The following table summarizes the cost, gross unrealized gains, gross unrealized losses, and fair value of investments in
consolidated Affiliate sponsored investment products classified as trading:
December 31,
2024
June 30,
2025
Cost
$ 24.6
$ 25.9
Unrealized gains
—
0.8
Unrealized losses
( 0.3 )
—
Fair value
$ 24.3
$ 26.7
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 and six months
ended June 30, 2025 , the Company recognized net unrealized gains on debt securities classified as trading still held as of
June 30, 2025 of $ 1.4 million and $ 2.2 million , respectively.
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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
June 30, 2025
Fair Value
Unfunded
Commitments
Fair Value
Unfunded
Commitments
Investments with limited liquidity (1)
$ 486.9
$ 205.5
$ 473.6
$ 249.2
Investments with periodic liquidity (2)
1.7
—
42.1
—
Total (3)
$ 488.6
$ 205.5
$ 515.7
$ 249.2
___________________________
(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. Fair value
attributable to the controlling interest was $ 370.1 million and $ 394.5 million as of December 31, 2024 and June 30, 2025 ,
respectively.
Investments Without Readily Determinable Fair Values
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:
December 31,
2024
June 30,
2025
Cost
$ 8.5
$ 8.5
Cumulative unrealized gains
41.9
41.9
Carrying amount
$ 50.4
$ 50.4
For the three and six months ended June 30, 2025 , the Company recorded no gains or losses on the underlying investment.
The following tables present the changes in other investments:
For the Three Months Ended June 30,
2024
2025
Measured at
NAV as a
Practical
Expedient
Without
Readily
Determinable
Fair Values
Total
Measured at
NAV as a
Practical
Expedient
Without
Readily
Determinable
Fair Values
Total
Balance, beginning of period
$ 472.5
$ 50.4
$ 522.9
$ 475.9
$ 50.4
$ 526.3
Purchases and commitments funded
17.8
—
17.8
40.8
—
40.8
Sales and distributions
( 17.7 )
—
( 17.7 )
( 17.0 )
—
( 17.0 )
Net realized and unrealized gains
7.3
—
7.3
16.0
—
16.0
Balance, end of period
$ 479.9
$ 50.4
$ 530.3
$ 515.7
$ 50.4
$ 566.1
11
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
For the Six Months Ended June 30,
2024
2025
Measured at
NAV as a
Practical
Expedient
Without
Readily
Determinable
Fair Values
Total
Measured at
NAV as a
Practical
Expedient
Without
Readily
Determinable
Fair Values
Total
Balance, beginning of period
$ 430.5
$ 50.4
$ 480.9
$ 488.6
$ 50.4
$ 539.0
Purchases and commitments funded
64.6
—
64.6
48.9
—
48.9
Sales and distributions
( 26.7 )
—
( 26.7 )
( 41.8 )
—
( 41.8 )
Net realized and unrealized gains
11.5
—
11.5
20.0
—
20.0
Balance, end of period
$ 479.9
$ 50.4
$ 530.3
$ 515.7
$ 50.4
$ 566.1
4. Fair Value Measurements
The following tables summarize financial assets and liabilities that are measured at fair value on a recurring basis:
Fair Value Measurements
December 31,
2024
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Financial Assets
Investments in equity securities (1)
$ 32.3
$ 32.3
$ —
$ —
Investments in debt securities (1)
24.3
—
24.3
—
Financial Liabilities (2)
Contingent payment obligations
$ 5.7
$ —
$ —
$ 5.7
Affiliate equity purchase obligations
54.8
—
—
54.8
Fair Value Measurements
June 30,
2025
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Financial Assets
Investments in equity securities (1)
$ 51.3
$ 51.3
$ —
$ —
Investments in debt securities (1)
26.7
—
26.7
—
Financial Liabilities (2)
Contingent payment obligations
$ 0.0
$ —
$ —
$ 0.0
Affiliate equity purchase obligations
117.9
—
—
117.9
___________________________
(1) Amounts are recorded in Investments on the Consolidated Balance Sheets.
(2) Amounts are recorded in Other liabilities on the Consolidated Balance Sheets.
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Level 3 Financial Liabilities
The following tables present the changes in Level 3 liabilities:
For the Three Months Ended June 30,
2024
2025
Contingent
Payment
Obligations
Affiliate Equity
Purchase
Obligations
Contingent
Payment
Obligations
Affiliate Equity
Purchase
Obligations
Balance, beginning of period
$ 9.6
$ 37.7
$ 5.6
$ 48.4
Purchases and issuances (1)
—
31.3
—
71.1
Settlements and reductions
—
( 16.6 )
( 4.9 )
( 13.7 )
Net realized and unrealized (gains) losses (2)
( 1.7 )
1.5
( 0.7 )
12.1
Balance, end of period
$ 7.9
$ 53.9
$ 0.0
$ 117.9
Net change in unrealized (gains) losses relating to
instruments still held at the reporting date (1)
$ ( 1.7 )
$ 1.5
$ —
$ 13.1
For the Six Months Ended June 30,
2024
2025
Contingent
Payment
Obligations
Affiliate Equity
Purchase
Obligations
Contingent
Payment
Obligations
Affiliate Equity
Purchase
Obligations
Balance, beginning of period
$ 14.7
$ 53.9
$ 5.7
$ 54.8
Purchases and issuances (1)
—
56.2
—
93.1
Settlements and reductions
—
( 57.1 )
( 4.9 )
( 43.4 )
Net realized and unrealized (gains) losses (2)
( 6.8 )
0.9
( 0.8 )
13.4
Balance, end of period
$ 7.9
$ 53.9
$ 0.0
$ 117.9
Net change in unrealized (gains) losses relating to
instruments still held at the reporting date (1)
$ ( 6.8 )
$ 0.9
$ ( 0.1 )
$ 14.4
___________________________
(1) Affiliate equity purchase obligation activity includes transfers from Redeemable non-controlling interests.
(2) Gains and losses resulting from changes to expected payments related to contingent payment obligations and the accretion
of these o bligations are included in Other expenses (net) and included in Interest expense, respectively, in the Consolidated
Statements of Income. Changes to the redemption value of Affiliate equity purchase obligations are included in
Compensation and related expenses in the Consolidated Statements of Income.
13
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The following table presents certain quantitative information about the significant unobservable inputs used in valuing the
Company’s Level 3 fair value measurements:
Quantitative Information about Level 3 Fair Value Measurements
December 31, 2024
June 30, 2025
Valuation
Techniques
Unobservable
Input
Fair Value
Range
Weighted
Average (1)
Fair Value
Range
Weighted
Average (1)
Contingent payment
obligations
Monte Carlo
Simulation
Volatility
$ 5.7
18 %
18 %
$ 0.0
20 %
20 %
Discount rates
4 %
4 %
5 %
5 %
Affiliate equity
purchase obligations
Discounted
cash flow
Growth rates (2)
$ 54.8
( 4 )% - 9 %
1 %
$ 117.9
( 4 )% - 9 %
6 %
Discount rates
12 % - 19 %
14 %
12 % - 19 %
15 %
___________________________
(1) Calculated by comparing the relative fair value of an obligation to its respective total.
(2) Represents growth rates of asset- and performance-based fees.
Contingent payment obligations represent the fair value of the expected future settlement amounts related to the
Company’s investments in its consolidated Affiliates. Changes to assumed volatility and discount rates change the fair value of
contingent payment obligations. Increases to the volatility rates used would result in higher fair values, while increases to the
discount rates used would result in lower fair values.
Affiliate equity purchase obligations include agreements to purchase Affiliate equity and represent the fair value of the
expected future settlement amounts. Changes to assumed growth rates and discount rates change the fair value of the Affiliate
equity purchase obligations. Increases to the assumed growth rates 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
The following table summarizes the Company’s other financial liabilities not carried at fair value:
December 31, 2024
June 30, 2025
Carrying
Value
Fair Value
Carrying
Value
Fair Value
Fair Value
Hierarchy
Senior notes
$ 1,097.4
$ 1,062.9
$ 1,097.6
$ 1,078.5
Level 2
Junior subordinated notes
1,216.0
1,035.6
1,216.1
969.7
Level 2
Junior convertible securities
341.7
372.2
341.7
390.6
Level 2
The Company has other financial assets and liabilities that are not required to be carried at fair value, but are required to be
disclosed at fair value. The carrying amount of Cash and cash equivalents, Receivables, Payables and accrued liabilities, and
certain Other liabilities approximates fair value because of the short-term nature of these instruments. The carrying value of the
revolver (as defined in Note 6) approximates fair value because the revolver has variable interest based on selected short-term
rates.
5. Investments in Affiliates and Affiliate Sponsored Investment Products
In evaluating whether an investment must be consolidated, the Company evaluates the risk, rewards, and significant terms
of each of its Affiliates and other investments to determine if an investment is considered a voting rights entity (“VRE”) or a
variable interest entity (“VIE”). An entity is a VRE when the total equity investment at risk is sufficient to enable the entity to
finance its activities independently, and when the equity holders have the obligation to absorb losses, the right to receive
residual returns, and the right to direct the activities of the entity that most significantly impact its economic performance. An
entity is a VIE when it lacks one or more of the characteristics of a VRE, which, for the Company, are Affiliate investments
structured as partnerships (or similar entities) where the Company is a limited partner and lacks substantive kick-out or
substantive participation rights over the general partner. Assessing whether an entity is a VRE or VIE involves judgment.
14
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Upon the occurrence of certain events, management reviews and reconsiders its previous conclusion regarding the status of an
entity as a VRE or a VIE.
The Company consolidates VREs when it has control over significant operating, financial, and investing decisions of the
entity. When the Company lacks such control, but is deemed to have significant influence, the Company accounts for the VRE
under the equity method. Investments with readily determinable fair values in which the Company does not have rights to
exercise significant influence are recorded at fair value on the Consolidated Balance Sheets, with changes in fair value included
in Investment and other income in the Consolidated Statements of Income.
The Company consolidates VIEs when it is the primary beneficiary of the entity, which is defined as having the power to
direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or the
right to receive benefits from, the entity that could potentially be significant to the VIE. Substantially all of the Company’s
consolidated Affiliates considered VIEs are controlled because the Company holds a majority of the voting interests or it is the
managing member or general partner. Furthermore, an Affiliate’s assets can be used for purposes other than the settlement of
the respective Affiliate’s obligations. The Company applies the equity method of accounting to VIEs where the Company is
not the primary beneficiary, but has the ability to exercise significant influence over operating and financial matters of the VIE.
Investments in Affiliates
Substantially all of the Company’s Affiliates are considered VIEs and are either consolidated or accounted for under the
equity method. A limited number of the Company’s Affiliates are considered VREs and most of these are accounted for under
the equity method.
When an Affiliate is consolidated, the portion of the earnings attributable to Affiliate management’s and any co-investor’s
equity ownership is included in Net income (non-controlling interests) in the Consolidated Statements of Income.
Undistributed earnings attributable to Affiliate management’s and any co-investor’s equity ownership, along with their share of
any tangible or intangible net assets, are included in Non-controlling interests on the Consolidated Balance Sheets. Affiliate
equity interests where the holder has certain rights to demand settlement are presented, at their current redemption values, as
Redeemable non-controlling interests or Other liabilities on the Consolidated Balance Sheets. The Company periodically
issues, sells, and purchases the equity of its consolidated Affiliates. Because these transactions take place between entities that
are under common control, any gains or losses attributable to these transactions are required to be included in Additional paid-
in capital in the Consolidated Balance Sheets, net of any related income tax effects in the period the transaction occurs.
When an Affiliate is accounted for under the equity method, the Company’s share of an Affiliate’s earnings or losses, net
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
its related carrying value for its Affiliates accounted for under the equity method for a period that the Company considers to be
other-than-temporary. The Company performs these assessments if certain triggering events occur or annually during the
fourth quarter. The Company first considers whether certain qualitative factors indicate an increased likelihood of a decline in
the fair value of an Affiliate during the reporting period. If such a decline is identified, and it is likely that an investment’s fair
value may have declined below its carrying value, the Company performs a quantitative assessment to determine if an
impairment exists. Impairments are recorded as an expense in Equity method income (net) to reduce the carrying value of the
Affiliate to fair value.
The unconsolidated assets, net of liabilities and non-controlling interests of Affiliates accounted for under the equity
method considered VIEs, and the Company’s carrying value and maximum exposure to loss, were as follows:
December 31, 2024
June 30, 2025
Unconsolidated
VIE Net Assets
Carrying Value and
Maximum Exposure
to Loss
Unconsolidated
VIE Net Assets
Carrying Value and
Maximum Exposure
to Loss
Affiliates accounted for under the equity
method
$ 1,820.4
$ 2,135.2
$ 1,595.3
$ 2,508.3
15
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As of December 31, 2024 and June 30, 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 $ 2,618.3 million , respectively, including Affiliates
accounted for under the equity method considered VREs of $ 111.4 million and $ 110.0 million , respectively.
Affiliate Sponsored Investment Products
The Company’s Affiliates sponsor various investment products where the Affiliate also acts as the investment adviser.
These investment products are typically owned primarily by third-party investors; however, certain products are funded with
general partner and seed capital investments from the Company and its Affiliates.
Third-party investors in Affiliate sponsored investment products are generally entitled to substantially all of the economics
of these products, except for the asset- and performance-based fees earned by the Company’s Affiliates or any gains or losses
attributable to the Company’s or its Affiliates’ investments in these products. As a result, the Company generally does not
consolidate these products. However, for certain products, the Company’s consolidated Affiliates, as the investment manager,
have the power to direct the activities of the investment product and have an exposure to the economics of the product 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
interests. When the Company or its consolidated Affiliates no longer control these products, due to a reduction in ownership or
other reasons, the products are deconsolidated with only the Company’s or its consolidated Affiliate’s investment in the product
reported from the date of deconsolidation.
The Company’s carrying value and maximum exposure to loss from unconsolidated Affiliate sponsored investment
products, is its or its consolidated Affiliates’ interests in the unconsolidated net assets of the respective products. The net assets
of unconsolidated VIEs attributable to Affiliate sponsored investment products, and the Company’s carrying value and
maximum exposure to loss, were as follows:
December 31, 2024
June 30, 2025
Unconsolidated
VIE Net Assets
Carrying Value and
Maximum Exposure
to Loss
Unconsolidated
VIE Net Assets
Carrying Value and
Maximum Exposure
to Loss
Affiliate sponsored investment products
$ 5,925.0
$ 28.0
$ 7,377.1
$ 80.9
6. Debt
The following table summarizes the Company’s Debt:
December 31,
2024
June 30,
2025
Senior bank debt
$ —
$ —
Senior notes
1,092.1
1,092.8
Junior subordinated notes
1,189.0
1,189.2
Junior convertible securities
339.1
339.2
Debt
$ 2,620.2
$ 2,621.2
The Company’s senior bank debt, senior notes, junior subordinated notes, and junior convertible securities are carried at
amortized cost. Unamortized discounts and debt issuance costs associated with the Company’s debt instruments, with the
exception of its senior unsecured multicurrency revolving credit facility (the “revolver”), are presented on the Consolidated
Balance Sheets as an adjustment to the carrying value of the associated debt.
Senior Bank Debt
As of June 30, 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 . The
Company pays interest on any outstanding obligations under the revolver at a specified rate, currently based either on an
16
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 December 31, 2024 and June 30, 2025 , the Company had no outstanding borrowings under the revolver. On July
30, 2025, the Company borrowed $ 100.0 million under the revolver.
Senior Notes
As of June 30, 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 June 30, 2025 are presented and described below:
2025
Senior Notes
2030
Senior Notes
2034
Senior Notes
Issue date
February 2015
June 2020
August 2024
Maturity date
August 2025
June 2030
August 2034
Par value (in millions)
$ 350.0
$ 350.0
$ 400.0
Stated coupon
3.50 %
3.30 %
5.50 %
Coupon frequency
Semi-annually
Semi-annually
Semi-annually
Call price
As defined
As defined
As defined
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.
On August 1, 2025, the Company’s $ 350.0 million 3.50 % senior notes due 2025 matured and were fully repaid.
Junior Subordinated Notes
As of June 30, 2025 , the Company had junior subordinated notes outstanding, the respective principal terms of which are
presented and described below:
2059
Junior Subordinated
Notes
2060
Junior Subordinated
Notes
2061
Junior Subordinated
Notes
2064
Junior Subordinated
Notes
Issue date
March 2019
September 2020
July 2021
March 2024
Maturity date
March 2059
September 2060
September 2061
March 2064
Par value (in millions)
$ 300.0
$ 275.0
$ 200.0
$ 450.0
Stated coupon
5.875 %
4.75 %
4.20 %
6.75 %
Coupon frequency
Quarterly
Quarterly
Quarterly
Quarterly
Call price
As defined
As defined
As defined
As defined
NYSE Symbol
MGR
MGRB
MGRD
MGRE
As of June 30, 2025 , 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,
17
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
regulations, or interpretations occur; or at 102 % of the principal amount, plus any accrued and unpaid interest, if a rating
agency makes certain changes relating to the equity credit criteria for securities with features similar to the applicable notes.
The Company may, at its option, and subject to certain conditions and restrictions, defer interest payments subject to the
terms of the junior subordinated notes.
Junior Convertible Securities
As of June 30, 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. The junior convertible securities bear interest at a
rate of 5.15 % per annum, payable quarterly in cash.
As of December 31, 2024 and June 30, 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
June 30,
For the Six Months Ended
June 30,
2024
2025
2024
2025
Contractual interest expense
$ 4.4
$ 4.4
$ 8.8
$ 8.8
Amortization of debt issuance costs
0.1
0.1
0.1
0.1
Total
$ 4.5
$ 4.5
$ 8.9
$ 8.9
Effective interest rate
5.21 %
5.21 %
5.21 %
5.21 %
Holders of the junior convertible securities have no rights to put these securities to the Company. The holder may convert
the securities to 0.2558 shares of common stock per $ 50.00 junior convertible security, equivalent to an adjusted conversion
price of $ 195.47 per share. The conversion rate is subject to adjustments as described in the Amended and Restated Declaration
of Trust of AMG Capital Trust II and the related indenture, both dated October 17, 2007 and filed as exhibits to the Company’s
most recent Annual Report on Form 10-K. Upon conversion, holders will receive cash or shares of the Company’s common
stock, or a combination thereof, at the Company’s election. The Company may redeem the junior convertible securities if the
closing price of its common stock for 20 trading days in a period of 30 consecutive trading days exceeds 130 % of the then
prevailing conversion price, and may also repurchase junior convertible securities in the open market or in privately negotiated
transactions from time to time at management’s discretion. The Company did not repurchase any of its junior convertible
securities during the six months ended June 30, 2024 and 2025 .
7. Commitments and Contingencies
From time to time, the Company and its Affiliates may be subject to claims, legal proceedings, and other contingencies in
the ordinary course of their business activities. Any such matters are subject to various uncertainties, and it is possible that
some of these matters may be resolved in a manner unfavorable to the Company or its Affiliates. The Company and its
Affiliates establish accruals, as necessary, for matters for which the outcome is probable and the amount of the liability can be
reasonably estimated. 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 June 30, 2025 , these
unfunded commitments were $ 273.9 million and may be called in future periods.
As of June 30, 2025 , the Company was contingently liable to make payments in connection with a consolidated Affiliate,
which are included in Other liabilities. The Company is contingently liable to make maximum contingent payments of up to
$ 100.0 million ( $ 24.9 million attributable to a co-investor). The fair value of the contingent payment obligation was $ 0.0
million . The final measurement for the contingent payment obligation will be in July 2026.
As of June 30, 2025 , the Company was obligated to make deferred payments of $ 26.6 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 June 30, 2025 , the Company was contingently liable to make payments of $ 292.3 million related to the achievement
of specified financial targets by certain of its Affiliates accounted for under the equity method, of which $ 7.0 million may
18
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
become payable during the remainder of 2025, $ 143.5 million may become payable in 2026, $ 83.9 million may become
payable in 2027, $ 35.9 million may become payable in 2028, and $ 11.0 million may become payable in each of 2029 and 2030.
As of June 30, 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
accounted for under the equity method of up to $ 12.5 million and also has the option to reduce its ownership interest and
receive an incremental payment of $ 25.0 million .
Affiliate equity interests provide holders at consolidated Affiliates with a conditional right to put their interests to the
Company over time. See Note 14.
The Company and certain of its consolidated Affiliates operate under regulatory authorities that require the maintenance of
minimum financial or capital requirements. The Company’s management is not aware of any significant violations of such
requirements.
8. Goodwill and Acquired Client Relationshi p s
The following table presents the changes in the Company’s consolidated Affiliates’ Goodwill:
Goodwill
Balance, as of December 31, 2024
$ 2,504.9
Foreign currency translation
32.7
Balance, as of June 30, 2025
$ 2,537.6
The following table presents the changes in the Company’s components of Acquired client relationships (net):
Acquired Client Relationships (Net)
Definite-lived
Indefinite-lived
Total
Gross Book
Value
Accumulated
Amortization
Net Book
Value
Net Book
Value
Net Book
Value
Balance, as of December 31, 2024
$ 1,255.5
$ ( 1,075.2 )
$ 180.3
$ 1,597.5
$ 1,777.8
Intangible amortization and impairments
—
( 12.6 )
( 12.6 )
( 77.0 )
( 89.6 )
Foreign currency translation
14.5
( 14.7 )
( 0.2 )
28.1
27.9
Balance, as of June 30, 2025
$ 1,270.0
$ ( 1,102.5 )
$ 167.5
$ 1,548.6
$ 1,716.1
Definite-lived acquired client relationships at the Company’s consolidated Affiliates are amortized over their expected
period of economic benefit. The Company recorded amortization expense in Intangible amortization and impairments in the
Consolidated Statements of Income for these relationships of $ 7.3 million and $ 14.5 million for the three and six months ended
June 30, 2024 , respectively, and $ 6.3 million and $ 12.6 million for three and six months ended June 30, 2025 , respectively .
Based on relationships existing as of June 30, 2025 , the Company estimates that its consolidated amortization expense will be
approximately $ 13 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
values. 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. The
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 the first quarter of 2025, the Company also recorded an expense in Intangible 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.
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
9. Equity Method Investments in Affiliates
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, and in the second quarter of
2025, the Company completed its minority investment in Verition Fund Management LLC (“Verition”), a global multi-strategy
investment firm. A portion of the consideration paid for NorthBridge and the majority of the consideration paid for Verition
will be deductible for U.S. tax purposes over a 15-year life. The Company’s purchase price allocations for each investment
were measured using discounted cash flow analyses 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. The following table presents the changes in Equity method investments in
Affiliates (net):
Equity Method
Investments in
Affiliates (Net)
Balance, as of December 31, 2024 (1)
$ 2,246.6
Investments in Affiliates
534.5
Earnings, net of tax
186.5
Intangible amortization and impairments
( 45.6 )
Distributions of earnings
( 294.5 )
Foreign currency translation
( 9.2 )
Balance, as of June 30, 2025 (1)
$ 2,618.3
_______________________
(1) Includes undistributed earnings of $ 206.1 million and $ 93.9 million as of December 31, 2024 and June 30, 2025 ,
respectively.
Definite-lived acquired client relationships at the Company’s Affiliates accounted for under the equity method are
amortized over their expected period of economic benefit. The Company recorded amortization expense for these relationships
of $ 20.9 million and $ 41.7 million for the three and six months ended June 30, 2024 , respectively, and $ 27.0 million and $ 45.6
million for the three and six months ended, June 30, 2025 , respectively. Based on relationships existing as of June 30, 2025 , the
Company estimates the amortization expense attributable to its Affiliates will be approximately $ 50 million for the remainder of
2025, approximately $ 95 million in each of 2026 and 2027, approximately $ 80 million in 2028, and approximately $ 65 million
in each of 2029 and 2030.
In the second quarter of 2024, the Company recorded a $ 39.9 million expense to reduce the carrying value of an Affiliate to
fair value. The decline in the fair value was a result of an anticipated decline in assets under management, which decreased the
forecasted income associated with the investment. The fair value of the investment was determined using a discounted cash
flow analysis, a Level 3 fair value measurement that included a projected compounded growth in assets under management over
the next ten years of ( 2.5 )% , long-term growth rate of 3 % , discount rates of 12 % and 20 % for asset- and performance-based
fees, respectively, and a market participant tax rate of 21 % . Based on the discounted cash flow analysis, the Company
concluded that the fair value of its investment had declined below its carrying value and that the decline was other-than-
temporary.
The Company had 22 and 24 Affiliates accounted for under the equity method as of December 31, 2024 and June 30, 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
Affiliate. These percentages would be subject to a separate future negotiation if an Affiliate were to be sold or liquidated .
In the second quarter of 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. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions. The
financial results will be recognized in the Consolidated Financial Statements one quarter in arrears.
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
In July 2025, the Company completed the previously announced sale of 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 transaction agreement with TPG, under which the
Company and each of the other owners agreed to sell their respective equity interests in Peppertree, the Company received total
consideration of approximately $ 254 million which included approximately $ 100 million in cash and 2.9 million TPG Class A
common shares, all of which the Company has since sold. The Company acquired its interest in Peppertree for $ 140.0 million
in 2022 and, as of June 30, 2025, its carrying value was $ 127.5 million . The Company’s gain on the transaction was taxable at
closing. Peppertree will be included in the Company’s results through the closing date.
In July 2025, the Company entered into an agreement to acquire a minority equity interest in Montefiore Investment
(“Montefiore”), a European private equity firm focused on the services sector. Following the close of the transaction,
Montefiore partners will continue to hold a majority of the equity of the business and direct its day-to-day operations. The
transaction is expected to close in the second half of 2025, subject to customary closing conditions.
On August 6, 2025, the Company entered into an agreement to sell a portion of its interest in Comvest Partners
(“Comvest”), as part of the announced acquisition of Comvest’s private credit business by Manulife Financial Corporation.
Pursuant to the terms of the agreement, the Company is expected to receive total cash consideration of approximately
$ 285 million , subject to certain closing adjustments. Comvest will continue to be included in the Company’s results until
closing of the transaction and the portion retained will continue to be included going forward. The transaction is expected to
close in the fourth quarter of 2025, subject to customary closing conditions.
10. Related Party Transactions
The Company may invest from time to time in funds or products advised by its Affiliates. The Company’s executive
officers and directors may invest from time to time in funds advised or products offered by its Affiliates, or receive other
investment services provided by its Affiliates, on substantially the same terms as other participating investors. In addition, the
Company and its Affiliates earn asset- and performance-based fees and incur distribution and other expenses for services
provided to Affiliate sponsored investment products. Affiliate management owners and the Company’s officers may serve as
trustees or directors of certain investment vehicles from which the Company or an Affiliate earns fees. Also, from time to time,
the Company may enter into ordinary course engagements for capital markets, banking, brokerage, and other services with
beneficial owners of 5 % or more of the Company’s voting securities.
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 $ 12.7 million as of December 31, 2024 and June 30, 2025 , respectively.
From time to time, certain funds of the Company’s consolidated Affiliates may make tax distributions to partners subject to
clawback. The total receivable was $ 59.2 million and $ 65.1 million as of December 31, 2024 and June 30, 2025 , respectively,
and was included in Other assets on the Consolidated Balance Sheets. The total payable was $ 87.8 million and $ 87.3 million as
of December 31, 2024 and June 30, 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 .
11. Equity Distribution Program
In the first quarter of 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”). This equity
distribution program superseded and replaced the Company’s prior equity distribution program. As of June 30, 2025 , no sales
had occurred under the equity distribution program.
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
12. Share-Based Compensation
The following table presents share-based compensation expense:
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2024
2025
2024
2025
Share-based compensation expense
$ 10.8
$ 10.9
$ 31.9
$ 21.7
Tax benefit
1.7
0.9
4.0
2.0
As of December 31, 2024 , the Company had unrecognized share-based compensation expense of $ 38.1 million . As of
June 30, 2025 , the Company had unrecognized share-based compensation expense of $ 67.4 million , which will be recognized
over a weighted average period of approximately three years (assuming no forfeitures).
Restricted Stock
The following table summarizes transactions in the Company’s restricted stock units:
Restricted
Stock Units
Weighted
Average
Grant Date Value
Per Unit
Unvested units—December 31, 2024
0.8
$ 147.46
Units granted
0.3
167.28
Units vested
( 0.4 )
136.46
Units forfeited
( 0.0 )
157.38
Performance condition changes
—
—
Unvested units—June 30, 2025
0.7
$ 160.51
For the six months ended June 30, 2024 and 2025 , the Company granted restricted stock units with fair values of $ 30.0
million and $ 53.8 million , respectively. These restricted stock units were valued based on the closing price of the Company’s
common stock on the grant date and the number of shares expected to vest. Restricted stock units containing vesting conditions
generally require service over a period of three years to four years and may also require the satisfaction of certain performance
conditions. For awards with performance conditions, the number of restricted stock units expected to vest may change over
time depending upon the performance level expected to be achieved.
Stock Options
The following table summarizes transactions in the Company’s stock options:
Stock
Options
Weighted
Average
Exercise Price
Per Option
Weighted Average
Remaining
Contractual Life
(Years)
Unexercised options outstanding—December 31, 2024
1.7
$ 78.45
Options granted
—
—
Options exercised
( 0.4 )
74.96
Options forfeited
—
—
Options expired
( 0.0 )
203.22
Performance condition changes
—
—
Unexercised options outstanding—June 30, 2025
1.3
$ 79.20
1.3
Exercisable at June 30, 2025
1.2
$ 76.02
1.2
The Company did not grant any stock options during the six months ended June 30, 2024 and 2025 . Stock options
generally vest over a period of three years to five years and expire seven years after the grant date. All stock options have been
granted with exercise prices equal to the closing price of the Company’s common stock on the grant date. Substantially all of
22
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
the Company’s outstanding stock options contain both service and performance conditions. For awards with performance
conditions, the number of stock options expected to vest may change over time depending upon the performance level expected
to be achieved.
13. Redeemable Non-Controlling Interests
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). Prior to
becoming redeemable, the Company’s Affiliate equity is included in Non-controlling interests. Upon becoming redeemable,
these interests are reclassified to Redeemable non-controlling interests at their current redemption values. Changes in the
current redemption value are recorded to Additional paid-in capital. When the Company has an unconditional obligation to
purchase Affiliate equity interests, the interests are reclassified from Redeemable non-controlling interests to Other liabilities at
current fair value. Changes in fair value are recorded to Other expenses (net).
The following table presents the changes in Redeemable non-controlling interests:
Redeemable
Non-controlling
Interests
Balance, as of December 31, 2024 (1)
$ 350.5
Increase attributable to consolidated Affiliate sponsored investment products
7.1
Transfers to Other liabilities
( 12.7 )
Transfers to Non-controlling interests
( 53.0 )
Changes in redemption value
44.2
Balance, as of June 30, 2025 (1)
$ 336.1
___________________________
(1) As of December 31, 2024 and June 30, 2025 , Redeemable non-controlling interests include consolidated Affiliate
sponsored investment products primarily attributable to third-party investors of $ 12.9 million and $ 20.0 million ,
respectively.
14. Affiliate Equity
Affiliate equity interests are allocated income in a manner that is consistent with the structured partnership interests in
place at the respective Affiliate. The Company’s consolidated Affiliates generally pay quarterly distributions to Affiliate equity
holders. Distributions paid to non-controlling interest Affiliate equity holders were $ 147.6 million and $ 149.7 million for the
six months ended June 30, 2024 and 2025 , respectively.
The Company periodically purchases Affiliate equity from and issues Affiliate equity to the Company’s consolidated
Affiliate partners and other parties under agreements that provide the Company a conditional right to call and Affiliate equity
holders the conditional right to put their Affiliate equity interests to the Company at certain intervals. The Company has the
right to settle a portion of these purchases in shares of its common stock. For Affiliates accounted for under the equity method,
the Company does not typically have such put and call arrangements. For the six months ended June 30, 2024 and 2025 , the
amount of cash paid for purchases was $ 55.4 million and $ 42.9 million , respectively. For the six months ended June 30, 2024
and 2025 , the total amount of cash received for issuances was $ 6.3 million and $ 1.8 million , respectively.
Sales and purchases of Affiliate equity generally occur at fair value; however, the Company also grants Affiliate equity to
its consolidated Affiliate partners and other parties as a form of compensation. If the equity is issued for consideration below
the fair value of the equity, or purchased for consideration above the fair value of the equity, the difference is recorded as
compensation expense in Compensation and related expenses over the requisite service period.
23
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The following table presents Affiliate equity compensation expense:
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2024
2025
2024
2025
Controlling interest
$ 6.9
$ 48.5
$ 13.2
$ 52.1
Non-controlling interests
9.8
9.2
21.2
18.5
Total
$ 16.7
$ 57.7
$ 34.4
$ 70.6
In the second quarter of 2025, the terms of certain equity awards at an Affiliate were modified. The modification included
a mandatory repurchase provision upon termination of employment that changed the awards classification from equity to
liability. As a result, for the three and six months ended June 30, 2025 , the Company recorded incremental Affiliate equity
compensation expense of $ 30.5 million attributable to the controlling interest.
The following table presents unrecognized Affiliate equity compensation expense:
Controlling
Interest
Remaining Life
Non-controlling
Interests
Remaining Life
December 31, 2024
$ 36.7
3 years
$ 206.0
6 years
June 30, 2025
58.4
3 years
188.7
5 years
The Company records amounts receivable from, and payable to, Affiliate equity holders in connection with the transfer of
Affiliate equity interests that have not settled at the end of the period. The total receivable was $ 7.9 million and $ 8.8 million as
of December 31, 2024 and June 30, 2025 , respectively, and was included in Other assets. The total payable was $ 54.8 million
and $ 117.9 million as of December 31, 2024 and June 30, 2025 , respectively, and was included in Other liabilities.
Effects of Changes in the Company’s Ownership in Affiliates
The Company periodically acquires interests from, and transfers interests to, Affiliate equity holders. Because these
transactions do not result in a change of control, any gain or loss related to these transactions is recorded to Additional paid-in
capital, which increases or decreases the controlling interest’s equity. No gain or loss related to these transactions is recorded in
the Consolidated Statements of Income or the Consolidated Statements of Comprehensive Income.
While the Company presents the current redemption value of Affiliate equity within Redeemable non-controlling interests,
with changes in the current redemption value increasing or decreasing the controlling interest’s equity over time, the following
table presents the cumulative effect that ownership changes had on the controlling interest’s equity related only to Affiliate
equity transactions that occurred during the applicable periods:
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2024
2025
2024
2025
Net income (controlling interest)
$ 76.0
$ 84.3
$ 225.8
$ 156.6
(Decrease) increase in controlling interest paid-in capital from Affiliate
equity issuances
( 0.8 )
( 0.1 )
( 2.6 )
0.3
(Decrease) increase in controlling interest paid-in capital from Affiliate
equity purchases
( 15.2 )
20.6
( 22.4 )
8.6
Net income (controlling interest) including the net impact of Affiliate equity
transactions
$ 60.0
$ 104.8
$ 200.8
$ 165.5
15. Income Taxes
The Company’s consolidated income tax provision includes taxes attributable to the controlling interest and, to a lesser
extent, taxes attributable to the non-controlling interests.
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The following table presents the consolidated provision for income taxes:
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2024
2025
2024
2025
Controlling interest (1)
$ 40.9
$ 33.6
$ 94.2
$ 58.3
Non-controlling interests
2.4
2.1
4.5
4.8
Income tax expense
$ 43.3
$ 35.7
$ 98.7
$ 63.1
Income before income taxes (controlling interest)
$ 116.9
$ 117.9
$ 320.0
$ 214.9
Effective tax rate (controlling interest) (2)
35.0 %
28.5 %
29.4 %
27.1 %
___________________________
(1) For the three months ended June 30, 2024 and 2025 , income tax expense (controlling interest) included intangible-related
deferred tax expense of $ 17.1 million and $ 15.4 million , respectively. For the six months ended June 30, 2024 and 2025 ,
income tax expense (controlling interest) included intangible-related deferred tax expense of $ 34.2 million and $ 15.5
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 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 and six months ended June 30, 2025 was higher than
the marginal tax rate of 24.5%, primarily due to an expense attributable to a modification of the terms of certain equity awards
at an Affiliate for which no tax benefit was recorded.
The Company’s effective tax rate reflects the relative contributions of earnings in the jurisdictions in which the Company
and its Affiliates operate and is impacted by changes in the jurisdictional mix of income before taxes.
The Company continues to monitor and evaluate legislative developments related to the Organization for Economic Co-
operation and Development’s Pillar Two directive (“Pillar Two”), which establishes a framework for a global minimum
corporate tax rate of 15%. Several countries in which the Company or its Affiliates operate 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.
On July 4, 2025, An Act to Provide for Reconciliation Pursuant to Title II of the H. Con. Res. 14 (the “Act”) was enacted
into U.S. law, which included certain modifications to federal tax law. The Company is currently evaluating the provisions of
the Act but does not expect the Act to have a material impact on its Consolidated Financial Statements.
16. Earnings Per Share
The calculation of Earnings per share (basic) is based on the weighted average number of shares of the Company’s
common stock outstanding during the period. Earnings per share (diluted) is similar to Earnings per share (basic), but adjusts
for the dilutive effect of the potential issuance of incremental shares of the Company’s common stock.
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The following is a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per
share available to common stockholders:
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2024
2025
2024
2025
Numerator
Net income (controlling interest)
$ 76.0
$ 84.3
$ 225.8
$ 156.6
Income (loss) from hypothetical settlement of Redeemable non-controlling
interests, net of taxes
0.3
0.3
0.7
( 1.5 )
Interest expense on junior convertible securities, net of taxes
3.4
3.4
6.7
6.7
Net income (controlling interest), as adjusted
$ 79.7
$ 88.0
$ 233.2
$ 161.8
Denominator
Average shares outstanding (basic)
31.5
28.5
32.1
28.9
Effect of dilutive instruments:
Stock options and restricted stock units
1.9
1.0
1.9
1.1
Hypothetical issuance of shares to settle Redeemable non-controlling interests
0.2
0.2
0.3
0.6
Junior convertible securities
1.7
1.7
1.7
1.7
Average shares outstanding (diluted)
35.3
31.4
36.0
32.3
Average shares outstanding (diluted) in the table above excludes stock options and restricted stock units that have not met
certain performance conditions and instruments that have an anti-dilutive effect on Earnings per share (diluted). The following
is a summary of items excluded from the denominator in the table above:
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2024
2025
2024
2025
Stock options and restricted stock units
0.2
0.2
0.3
0.2
Shares issuable to settle Redeemable non-controlling interests
3.9
2.8
3.8
2.5
For the three and six months ended June 30, 2025 , under its authorized share repurchase program, the Company
repurchased 0.6 million and 1.6 million shares of its common stock at an average price per share of $ 168.72 and $ 170.16 ,
respectively.
17. Comprehensive Income
The following tables present the tax effects allocated to each component of Other comprehensive income (loss):
For the Three Months Ended June 30,
2024
2025
Pre-Tax
Tax
Benefit
Net of Tax
Pre-Tax
Tax Expense
Net of Tax
Foreign currency translation gain (loss)
$ ( 3.1 )
$ 0.9
$ ( 2.2 )
$ 64.8
$ ( 1.5 )
$ 63.3
Change in net realized and unrealized gain
(loss) on derivative financial instruments
0.1
0.0
0.1
0.4
—
0.4
Change in net unrealized gain (loss) on
available-for-sale debt securities
( 0.0 )
—
( 0.0 )
—
—
—
Other comprehensive income (loss)
$ ( 3.0 )
$ 0.9
$ ( 2.1 )
$ 65.2
$ ( 1.5 )
$ 63.7
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AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
For the Six Months Ended June 30,
2024
2025
Pre-Tax
Tax (Expense)
Benefit
Net of Tax
Pre-Tax
Tax Benefit
Net of Tax
Foreign currency translation gain
$ 6.2
$ ( 2.8 )
$ 3.4
$ 53.5
$ 4.1
$ 57.6
Change in net realized and unrealized gain
(loss) on derivative financial instruments
0.4
0.0
0.4
0.9
—
0.9
Change in net unrealized gain (loss) on
available-for-sale debt securities
0.5
( 0.1 )
0.4
0.4
—
0.4
Other comprehensive income
$ 7.1
$ ( 2.9 )
$ 4.2
$ 54.8
$ 4.1
$ 58.9
The components of accumulated other comprehensive loss, net of taxes, were as follows:
Foreign
Currency
Translation
Adjustment
Realized and
Unrealized
Gains
on Derivative
Financial
Instruments
Unrealized
Gains (Losses)
on Available-
for-Sale Debt
Securities
Total
Balance, as of December 31, 2024
$ ( 253.8 )
$ 0.4
$ ( 0.4 )
$ ( 253.8 )
Other comprehensive income before reclassifications
57.6
0.9
0.4
58.9
Amounts reclassified
—
0.0
—
—
Net other comprehensive income
57.6
0.9
0.4
58.9
Balance, as of June 30, 2025
$ ( 196.2 )
$ 1.3
$ —
$ ( 194.9 )
18. 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.