10-Q
AFFILIATED MANAGERS GROUP, INC. (AMG)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| (Mark One) | |
|---|---|
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE<br><br>SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE<br><br>SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission File Number 001-13459
AFFILIATED MANAGERS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 04-3218510 |
|---|---|
| (State or other jurisdiction<br><br>of incorporation or organization) | (IRS Employer Identification Number) |
777 South Flagler Drive, West Palm Beach, Florida 33401
(Address of principal executive offices)
(800) 345-1100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock ($0.01 par value) | AMG | New York Stock Exchange |
| 5.875% Junior Subordinated Notes due 2059 | MGR | New York Stock Exchange |
| 4.750% Junior Subordinated Notes due 2060 | MGRB | New York Stock Exchange |
| 4.200% Junior Subordinated Notes due 2061 | MGRD | New York Stock Exchange |
| 6.750% Junior Subordinated Notes due 2064 | MGRE | New York Stock Exchange |
Table of Contents
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting<br><br>company | ☐ | Emerging growth<br><br>company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
There were 28,412,063 shares of the registrant’s common stock outstanding on August 5, 2025.
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FORM 10-Q
TABLE OF CONTENTS
| PART I | ||
|---|---|---|
| Item 1. | Financial Statements (unaudited) | |
| CONSOLIDATED STATEMENTS OF INCOME | 2 | |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | 3 | |
| CONSOLIDATED BALANCE SHEETS | 4 | |
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | 5 | |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | 7 | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 41 |
| Item 4. | Controls and Procedures | 41 |
| PART II | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 42 |
| Item 6. | Exhibits | 42 |
2
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PART I—FINANCIAL INFORMATION
Item 1.Financial Statements
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)
(unaudited)
| For the Three Months<br><br>Ended June 30, | For the Six Months<br><br>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.
3
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AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
| For the Three Months<br><br>Ended June 30, | For the Six Months<br><br>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<br><br>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.
4
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AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in millions)
(unaudited)
| December 31,<br><br>2024 | June 30,<br><br>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,<br><br>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,<br><br>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.
5
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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<br><br>Stock | Additional<br><br>Paid-In<br><br>Capital | Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss | Retained<br><br>Earnings | Treasury<br><br>Stock at<br><br>Cost | Non-<br><br>controlling<br><br>Interests | Total<br><br>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<br><br>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-<br><br>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<br><br>Stock | Additional<br><br>Paid-In<br><br>Capital | Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss | Retained<br><br>Earnings | Treasury<br><br>Stock at<br><br>Cost | Non-<br><br>controlling<br><br>Interests | Total<br><br>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<br><br>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-<br><br>controlling interests | — | (26.0) | — | — | — | — | (26.0) | |||||||||
| Transfers from Redeemable non-controlling<br><br>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<br><br>Stock | Additional<br><br>Paid-In<br><br>Capital | Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss | Retained<br><br>Earnings | Treasury<br><br>Stock at<br><br>Cost | Non-<br><br>controlling<br><br>Interests | Total<br><br>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<br><br>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-<br><br>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<br><br>Stock | Additional<br><br>Paid-In<br><br>Capital | Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss | Retained<br><br>Earnings | Treasury<br><br>Stock at<br><br>Cost | Non-<br><br>controlling<br><br>Interests | Total<br><br>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<br><br>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-<br><br>controlling interests | — | (44.2) | — | — | — | — | (44.2) | |||||||||
| Transfers from Redeemable non-controlling<br><br>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<br><br>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,<br><br>2024 | June 30,<br><br>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,<br><br>2024 | June 30,<br><br>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,<br><br>2024 | June 30,<br><br>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<br><br>Commitments | Fair Value | Unfunded<br><br>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,<br><br>2024 | June 30,<br><br>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<br><br>NAV as a<br><br>Practical<br><br>Expedient | Without<br><br>Readily<br><br>Determinable<br><br>Fair Values | Total | Measured at<br><br>NAV as a<br><br>Practical<br><br>Expedient | Without<br><br>Readily<br><br>Determinable<br><br>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 |
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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<br><br>NAV as a<br><br>Practical<br><br>Expedient | Without<br><br>Readily<br><br>Determinable<br><br>Fair Values | Total | Measured at<br><br>NAV as a<br><br>Practical<br><br>Expedient | Without<br><br>Readily<br><br>Determinable<br><br>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,<br><br>2024 | ||||||||||
| Quoted Prices in<br><br>Active Markets<br><br>for Identical<br><br>Assets (Level 1) | Significant<br><br>Other<br><br>Observable<br><br>Inputs<br><br>(Level 2) | Significant<br><br>Unobservable<br><br>Inputs<br><br>(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,<br><br>2025 | ||||||||||
| Quoted Prices in<br><br>Active Markets<br><br>for Identical<br><br>Assets (Level 1) | Significant<br><br>Other<br><br>Observable<br><br>Inputs<br><br>(Level 2) | Significant<br><br>Unobservable<br><br>Inputs<br><br>(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<br><br>Payment<br><br>Obligations | Affiliate Equity<br><br>Purchase<br><br>Obligations | Contingent<br><br>Payment<br><br>Obligations | Affiliate Equity<br><br>Purchase<br><br>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<br><br>instruments still held at the reporting date(1) | $(1.7) | $1.5 | $— | $13.1 | For the Six Months Ended June 30, | |||||
| --- | --- | --- | --- | --- | ||||||
| 2024 | 2025 | |||||||||
| Contingent<br><br>Payment<br><br>Obligations | Affiliate Equity<br><br>Purchase<br><br>Obligations | Contingent<br><br>Payment<br><br>Obligations | Affiliate Equity<br><br>Purchase<br><br>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<br><br>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 obligations 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.
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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<br><br>Techniques | Unobservable<br><br>Input | Fair Value | Range | Weighted<br><br>Average(1) | Fair Value | Range | Weighted<br><br>Average(1) | |
| Contingent payment<br><br>obligations | Monte Carlo<br><br>Simulation | Volatility | $5.7 | 18% | 18% | $0.0 | 20% | 20% |
| Discount rates | 4% | 4% | 5% | 5% | ||||
| Affiliate equity<br><br>purchase obligations | Discounted<br><br>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<br><br>Value | Fair Value | Carrying<br><br>Value | Fair Value | Fair Value<br><br>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.
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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<br><br>VIE Net Assets | Carrying Value and<br><br>Maximum Exposure<br><br>to Loss | Unconsolidated<br><br>VIE Net Assets | Carrying Value and<br><br>Maximum Exposure<br><br>to Loss | |
| Affiliates accounted for under the equity<br><br>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<br><br>VIE Net Assets | Carrying Value and<br><br>Maximum Exposure<br><br>to Loss | Unconsolidated<br><br>VIE Net Assets | Carrying Value and<br><br>Maximum Exposure<br><br>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,<br><br>2024 | June 30,<br><br>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<br><br>Senior Notes | 2030<br><br>Senior Notes | 2034<br><br>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<br><br>Junior Subordinated<br><br>Notes | 2060<br><br>Junior Subordinated<br><br>Notes | 2061<br><br>Junior Subordinated<br><br>Notes | 2064<br><br>Junior Subordinated<br><br>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,
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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<br><br>June 30, | For the Six Months Ended<br><br>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
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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 Relationships
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<br><br>Value | Accumulated<br><br>Amortization | Net Book<br><br>Value | Net Book<br><br>Value | Net Book<br><br>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<br><br>Investments in<br><br>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 prior 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<br><br>Ended June 30, | For the Six Months<br><br>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<br><br>Stock Units | Weighted<br><br>Average<br><br>Grant Date Value<br><br>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<br><br>Options | WeightedAverageExercise PricePer Option | |
|---|---|---|
| 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 |
| Exercisable at June 30, 2025 | 1.2 | 76.02 |
All values are in US Dollars.
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
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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<br><br>Non-controlling<br><br>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.
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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<br><br>Ended June 30, | For the Six Months<br><br>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<br><br>Interest | Remaining Life | Non-controlling<br><br>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<br><br>Ended June 30, | For the Six Months<br><br>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<br><br>equity issuances | (0.8) | (0.1) | (2.6) | 0.3 |
| (Decrease) increase in controlling interest paid-in capital from Affiliate<br><br>equity purchases | (15.2) | 20.6 | (22.4) | 8.6 |
| Net income (controlling interest) including the net impact of Affiliate equity<br><br>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<br><br>Ended June 30, | For the Six Months<br><br>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<br><br>Ended June 30, | For the Six Months<br><br>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<br><br>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<br><br>Ended June 30, | For the Six Months<br><br>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<br><br>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<br><br>(loss) on derivative financial instruments | 0.1 | 0.0 | 0.1 | 0.4 | — | 0.4 |
| Change in net unrealized gain (loss) on<br><br>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)<br><br>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<br><br>(loss) on derivative financial instruments | 0.4 | 0.0 | 0.4 | 0.9 | — | 0.9 |
| Change in net unrealized gain (loss) on<br><br>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<br><br>Currency<br><br>Translation<br><br>Adjustment | Realized and<br><br>Unrealized<br><br>Gains<br><br>on Derivative<br><br>Financial<br><br>Instruments | Unrealized<br><br>Gains (Losses)<br><br>on Available-<br><br>for-Sale Debt<br><br>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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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain matters discussed in this Quarterly Report on Form 10-Q, in our other filings with the Securities and Exchange
Commission, in our press releases, and in oral statements made with the approval of an executive officer may constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial
results, our liquidity and capital resources, and other non-historical statements, and may be prefaced with words such as
“outlook,” “guidance,” “believes,” “expects,” “potential,” “preliminary,” “continues,” “may,” “will,” “should,” “seeks,”
“approximately,” “predicts,” “projects,” “positioned,” “prospects,” “intends,” “plans,” “estimates,” “pending
investments,” “anticipates,” or the negative version of these words or other comparable words. Such statements are subject to
certain risks and uncertainties, including, among others, the factors discussed under the caption “Item 1A. Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2024, and from time to time, as applicable, our Quarterly
Reports on Form 10-Q . These factors (among others) could affect our financial condition, business activities, results of
operations, cash flows, or overall financial performance and cause actual results and business activities to differ materially
from historical periods and those presently anticipated and projected. Forward-looking statements speak only as of the date
they are made, and we will not undertake and we specifically disclaim any obligation to release publicly the result of any
revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of events, whether or not anticipated. In that respect, we caution readers not to place
undue reliance on any such forward-looking statements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction
with our Consolidated Financial Statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
References throughout this report to “AMG,” “we,” “us,” “our,” the “Company,” and similar references refer to
Affiliated Managers Group, Inc., unless otherwise stated or the context otherwise requires.
Executive Overview
AMG is a strategic partner to leading independent investment firms globally. Our strategy is to generate long-term value
by investing in high-quality independent partner-owned firms, which we refer to as “Affiliates,” through a proven partnership
approach, and allocating resources across our unique opportunity set to the areas of highest growth and return. With their
entrepreneurial, investment-centric cultures and alignment of interests with clients through direct equity ownership by firm
principals, independent firms have fundamental competitive advantages in offering unique return streams to the marketplace.
Through AMG’s distinctive approach, we enhance these advantages to magnify the long-term success of our Affiliates and
actively support their independence. Our innovative model enables each Affiliate’s management team to retain autonomy
and significant equity ownership in their firm, while they leverage our strategic capabilities and insight, including growth
capital, product strategy and development, capital formation, and incentive alignment and succession planning. As of
June 30, 2025, our aggregate assets under management were approximately $771 billion across a diverse range of private
markets, liquid alternative, and differentiated long-only investment strategies.
In the first quarter of 2025, we completed a 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 we completed
our minority investment in Verition Fund Management LLC (“Verition”), a global multi-strategy investment firm. Following
the close of these transactions, Affiliate management continues to hold a significant majority of the equity of the respective
businesses and directs the day-to-day operations.
In the second quarter of 2025, we 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.
In July 2025, we completed the previously announced sale of our 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 we and each of the
other owners agreed to sell our respective equity interests in Peppertree, we 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
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we have since sold. We acquired our interest in Peppertree for $140.0 million in 2022. Our gain on the transaction was
taxable at closing. Peppertree will be included in our results through the closing date.
In July 2025, we 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, we entered into an agreement to sell a portion of our interest in Comvest Partners (“Comvest”), our
Affiliate accounted for under the equity method, as part of the announced acquisition of Comvest’s private credit business by
Manulife Financial Corporation. Pursuant to the terms of the agreement, we are expected to receive total cash consideration
of approximately $285 million, subject to certain closing adjustments. Comvest will continue to be included in our 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.
Operating Performance Measures
Under accounting principles generally accepted in the U.S. (“GAAP”), we are required to consolidate certain of our
Affiliates and use the equity method of accounting for others. Whether we consolidate an Affiliate or use the equity method of
accounting, we maintain the same innovative partnership approach and provide support and assistance in substantially the same
manner for all of our Affiliates. Furthermore, all of our Affiliates are investment managers and are impacted by similar
marketplace factors and industry trends. Therefore, certain key aggregate operating performance measures are important in
providing management with a comprehensive view of the operating performance and material trends across our entire business.
The following table presents our key aggregate operating performance measures:
| As of and for the Three<br><br>Months Ended June 30, | As of and for the Six<br><br>Months Ended June 30, | |||||
|---|---|---|---|---|---|---|
| (in billions, except as noted) | 2024 | 2025 | % Change | 2024 | 2025 | % Change |
| Assets under management | $701.0 | $771.0 | 10% | $701.0 | $771.0 | 10% |
| Average assets under management | 693.1 | 736.6 | 6% | 686.5 | 724.3 | 6% |
| Aggregate fees (in millions) | 1,098.1 | 1,173.5 | 7% | 2,569.7 | 2,443.9 | (5)% |
Assets under management, and therefore average assets under management, include the assets under management of our
consolidated and equity method Affiliates. Assets under management is presented on a current basis without regard to the
timing of the inclusion of an Affiliate’s financial results in our operating performance measures and Consolidated Financial
Statements. Average assets under management reflects the timing of the inclusion of an Affiliate’s financial results in our
operating performance measures and Consolidated Financial Statements. Average assets under management for mutual funds
and similar investment products generally represents an average of the daily net assets under management, while for
institutional and high net worth clients, average assets under management generally represents an average of the assets at the
beginning or end of each month during the applicable period.
Aggregate fees consist of the total asset- and performance-based fees earned by all of our consolidated and equity method
Affiliates. In the case of our equity method Affiliates, asset- and performance-based fees are presented net of certain expense
reimbursements paid by the underlying products. For certain of our Affiliates accounted for under the equity method, we report
the Affiliate’s aggregate fees one quarter in arrears. Aggregate fees are provided in addition to, but not as a substitute for,
Consolidated revenue or other GAAP performance measures.
Assets Under Management
Our Affiliates manage capital on behalf of clients across a diverse range of investment strategies. Our Affiliates earn asset-
based fees on the capital that they manage and certain of our Affiliate’s strategies earn performance-based fees based on the
performance generated by their investment products. We continue to see client demand for alternative strategies (both in
private markets and liquid alternatives), as evidenced by our net inflows in this category, and our equity strategies experienced
net outflows in line with trends across the industry. As we continue to invest in new and existing Affiliates, we expect to
further evolve our business mix and better position AMG to benefit from industry growth trends.
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The following tables present changes in our assets under management by strategy for the three and six months ended
June 30, 2025:
| Alternatives | Differentiated Long-Only | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in billions) | Private<br><br>Markets | Liquid<br><br>Alternatives | Equities(1) | Multi-Asset &<br><br>Fixed Income | Total | |||||||
| March 31, 2025 | $140.3 | $154.8 | $302.1 | $115.0 | $712.2 | |||||||
| Client cash inflows and commitments | 7.8 | 16.8 | 10.7 | 5.0 | 40.3 | |||||||
| Client cash outflows | (0.0) | (5.3) | (21.2) | (5.7) | (32.2) | |||||||
| Net client cash flows | 7.8 | 11.5 | (10.5) | (0.7) | 8.1 | |||||||
| New investments | — | 12.4 | — | — | 12.4 | |||||||
| Market changes | 1.3 | 1.3 | 24.0 | 3.8 | 30.4 | |||||||
| Foreign exchange(2) | 0.7 | 2.9 | 5.4 | 1.1 | 10.1 | |||||||
| Realizations and distributions (net) | (0.7) | (0.1) | (0.0) | (0.1) | (0.9) | |||||||
| Other(3) | — | (1.1) | (0.0) | (0.2) | (1.3) | |||||||
| June 30, 2025 | $149.4 | $181.7 | $321.0 | $118.9 | $771.0 | Alternatives | Differentiated Long-Only | |||||
| --- | --- | --- | --- | --- | --- | |||||||
| (in billions) | Private<br><br>Markets | Liquid<br><br>Alternatives | Equities(1) | Multi-Asset &<br><br>Fixed Income | Total | |||||||
| December 31, 2024 | $135.4 | $140.7 | $316.2 | $115.6 | $707.9 | |||||||
| Client cash inflows and commitments | 11.3 | 32.7 | 19.5 | 9.8 | 73.3 | |||||||
| Client cash outflows | (0.1) | (11.0) | (43.7) | (10.8) | (65.6) | |||||||
| Net client cash flows | 11.2 | 21.7 | (24.2) | (1.0) | 7.7 | |||||||
| New investments | 1.7 | 12.4 | — | — | 14.1 | |||||||
| Market changes | 1.8 | 3.6 | 22.0 | 3.5 | 30.9 | |||||||
| Foreign exchange(2) | 0.9 | 4.4 | 7.1 | 1.4 | 13.8 | |||||||
| Realizations and distributions (net) | (1.6) | (0.0) | (0.1) | (0.3) | (2.0) | |||||||
| Other(3) | — | (1.1) | 0.0 | (0.3) | (1.4) | |||||||
| June 30, 2025 | $149.4 | $181.7 | $321.0 | $118.9 | $771.0 |
_________________________
(1)Equities includes assets under management attributable to both global equities and U.S. equities.
(2)Foreign exchange reflects the impact of translating the assets under management of our Affiliates whose functional
currency is not the U.S. dollar into our functional currency.
(3)Other includes assets under management attributable to product transitions and reclassifications.
The following tables present performance of our investment strategies, where available, measured by the percentage of
assets under management ahead of their relevant benchmark:
| AUM Weight | % of AUM Ahead of Benchmark(1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| IRR Latest Vintage | IRR Last Three Vintages | ||||||||
| Private markets(2) | 19% | 91% | 88% | AUM Weight | % of AUM Ahead of Benchmark(1) | ||||
| --- | --- | --- | --- | --- | |||||
| 3-year | 5-year | 10-year | |||||||
| Liquid alternatives(3) | 24% | 82% | 97% | 89% | |||||
| Equities(3) | 42% | 35% | 47% | 72% | |||||
| Multi-asset and fixed income(4) | 15% | N/A | N/A | N/A |
___________________________
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(1)Past performance is not indicative of future results. Performance and AUM information is as of June 30, 2025 and is based
on data available at the time of calculation. Product returns are sourced from Affiliates while benchmark returns are
generally sourced via third-party subscriptions.
(2)For private markets products, performance is reported as the percentage of assets that have outperformed benchmarks on a
since-inception internal rate of return basis. Benchmarks utilized include a combination of public market equivalents, peer
medians, and absolute returns where benchmarks are not available. For purposes of investment performance comparisons,
the latest vintage comparison includes the most recent vehicles and strategies (traditional long-duration investment funds,
customized vehicles, and other evergreen vehicles and product structures) where meaningful performance is available and
calculable. In order to illustrate the performance of our private markets product category over a longer period of history,
the last three vintages comparison incorporates the latest vintage vehicles and the prior two vintages for traditional long-
duration investment funds, as well as additional vehicles and strategies launched during the equivalent time period as the
last three vintages of traditional long-duration investment funds. Due to the nature of these investments and vehicles,
reported performance is typically on a three- to six-month lag basis.
(3)For liquid alternative and equity products, performance is reported as the percentage of assets that have outperformed
benchmarks across the indicated periods, and excludes market-hedging products. For purposes of investment performance
comparisons, products are an aggregation of portfolios (separate accounts, investment funds, and other products) that each
represent a particular investment objective, using the most representative portfolio for the performance comparison.
Performance is presented for products with a three-, five-, and/or ten-year track record and is measured on a consistent
basis relative to the most appropriate benchmarks. Benchmark appropriateness is generally reviewed annually to reflect
any changes in how underlying portfolios/mandates are managed. Product and benchmark performance is reflected as total
return and is annualized. Reported product performance is gross-of-fees for institutional and high-net-worth separate
accounts, and generally net-of-fees across retail funds and other commingled vehicles such as hedge funds.
(4)Multi-asset and fixed income products are mainly our wealth management and solutions offerings. These investment
products are primarily customized toward wealth preservation, estate planning, and liability and tax management, and
therefore are typically not measured against a benchmark.
Aggregate Fees
Aggregate fees consist of asset- and performance-based fees of our consolidated and equity method Affiliates. In the case
of our equity method Affiliates, asset- and performance-based fees are presented net of certain expense reimbursements paid by
the underlying products. Asset-based fees include advisory and other fees earned by our Affiliates for services provided to their
clients and are typically determined as a percentage of the value of a client’s assets under management, generally inclusive of
uncalled commitments. Asset-based fees are generally impacted by the level of average assets under management and the
composition of these assets across our strategies with different asset-based fee ratios. Our asset-based fee ratio is calculated as
asset-based fees divided by average assets under management.
In some cases, if product returns exceed certain performance thresholds, we will participate in performance-based fees.
Performance-based fees are based on investment performance, typically on an absolute basis or relative to a benchmark or a
hurdle rate, and are generally recognized when it is improbable that there will be a significant reversal in the amount of revenue
recognized. Performance-based fees are generally recognized less frequently than asset-based fees and will vary from period to
period because they inherently depend on investment performance. As of June 30, 2025, approximately 28% of our total assets
under management could potentially earn performance-based fees. These percentages were approximately 12% and 48% of our
assets under management for our consolidated Affiliates and Affiliates accounted for under the equity method, respectively.
We anticipate performance-based fees will be a recurring component of our aggregate fees; however we do not anticipate these
fees to be a significant component of our Consolidated revenue as these fees are predominately earned by our Affiliates
accounted for under the equity method.
Aggregate fees were $1,173.5 million for the three months ended June 30, 2025, an increase of $75.4 million or 7% as
compared to the three months ended June 30, 2024. The increase in our aggregate fees was due to a $108.4 million or 10%
increase from asset-based fees, partially offset by a $33.0 million or 3% decrease from performance-based fees, primarily in our
liquid alternative strategies. The increase in asset-based fees was principally due to an increase in our average assets under
management, primarily in our private markets and liquid alternative strategies, and changes in the composition of our assets
under management.
Aggregate fees were $2,443.9 million for the six months ended June 30, 2025, a decrease of $125.8 million or 5% as
compared to the six months ended June 30, 2024. The decrease in our aggregate fees was due to a $246.4 million or 10%
decrease from performance-based fees, primarily in our liquid alternative strategies, partially offset by a $120.6 million or 5%
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increase from asset-based fees. The increase in asset-based fees was principally due to an increase in our average assets under
management, primarily in our private markets and liquid alternative strategies.
Financial and Supplemental Financial Performance Measures
The following table presents our key financial and supplemental financial performance measures:
| For the Three Months<br><br>Ended June 30, | For the Six Months<br><br>Ended June 30, | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2025 | % Change | 2024 | 2025 | % Change |
| Net income | $135.0 | $135.9 | 1% | $333.8 | $235.1 | (30)% |
| Net income (controlling interest) | 76.0 | 84.3 | 11% | 225.8 | 156.6 | (31)% |
| Adjusted EBITDA (controlling interest)(1) | 217.5 | 219.7 | 1% | 477.3 | 447.9 | (6)% |
| Economic net income (controlling interest)(1) | 155.9 | 159.2 | 2% | 342.6 | 317.9 | (7)% |
___________________________
(1)Adjusted EBITDA (controlling interest) and Economic net income (controlling interest) are non-GAAP performance
measures and are discussed in “Supplemental Financial Performance Measures.”
Net income (controlling interest) increased $8.3 million or 11% for the three months ended June 30, 2025. This increase
was primarily due to a $47.5 million increase in Equity method income (net) and a $7.3 million decrease in Income tax expense
attributable to the controlling interest. These increases to Net income (controlling interest) were partially offset by a $41.6
million increase in Affiliate equity compensation expense attributable to the controlling interest.
Net income (controlling interest) decreased $69.2 million or 31% for the six months ended June 30, 2025. This decrease
was primarily due to a $61.6 million increase in Intangible amortization and impairments attributable to the controlling interest
and a $38.9 million increase in Affiliate equity compensation expense attributable to the controlling interest. These decreases
to Net income (controlling interest) were partially offset by a $35.9 million decrease in Income tax expense attributable to the
controlling interest.
Adjusted EBITDA (controlling interest) is an important supplemental financial performance measure for management.
Our Adjusted EBITDA (controlling interest) increased $2.2 million or 1% in the three months ended June 30, 2025, primarily
due to a $75.4 million or 7% increase in aggregate fees. Adjusted EBITDA increased less than aggregate fees on a percentage
basis primarily due to a $4.1 million decrease in Investment and other income attributable to the controlling interest.
Adjusted EBITDA (controlling interest) decreased $29.4 million or 6% for the six months ended June 30, 2025, primarily
due to a $125.8 million or 5% decrease in aggregate fees, resulting from a decline in performance-based fees.
We believe Economic net income (controlling interest) is an important supplemental financial performance measure
because it represents our performance before non-cash expenses relating to the acquisition of interests in Affiliates and
improves comparability of performance between periods. For the three months ended June 30, 2025, our Economic net income
(controlling interest) increased $3.3 million or 2%, primarily due to a $2.2 million increase in Adjusted EBITDA (controlling
interest).
Economic net income (controlling interest) decreased $24.7 million or 7% for the six months ended June 30, 2025,
primarily due to a $29.4 million or 6% decrease in Adjusted EBITDA (controlling interest).
Results of Operations
The following discussion includes the key operating performance measures and financial results of our consolidated and
equity method Affiliates. Our consolidated Affiliates’ financial results are included in our Consolidated revenue, Consolidated
expenses, and Investment and other income, and our share of our equity method Affiliates’ financial results is reported, net of
intangible amortization and impairments and tax, in Equity method income (net).
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Consolidated Revenue
The following table presents our consolidated Affiliates’ average assets under management and Consolidated revenue:
| For the Three Months<br><br>Ended June 30, | For the Six Months<br><br>Ended June 30, | |||||
|---|---|---|---|---|---|---|
| (in millions, except as noted) | 2024 | 2025 | % Change | 2024 | 2025 | % Change |
| Consolidated Affiliate average assets under<br><br>management (in billions) | $394.4 | $399.7 | 1% | $394.1 | $398.1 | 1% |
| Consolidated revenue | $500.3 | $493.2 | (1)% | $1,000.3 | $989.8 | (1)% |
Our Consolidated revenue decreased $7.1 million or 1% for the three months ended June 30, 2025, due to a $7.9 million or
1% decrease from asset-based fees, partially offset by a $0.8 million increase from performance-based fees, primarily in our
private markets strategies. The decrease in asset-based fees was principally due to changes in the composition of our assets
under management, partially offset by an increase in our consolidated Affiliate average assets under management, primarily in
our private markets strategies.
Our Consolidated revenue decreased $10.5 million or 1% for the six months ended June 30, 2025, primarily due to an
$18.9 million or 2% decrease from asset-based fees, partially offset by an $8.4 million or 1% increase from performance-based
fees, primarily in our private markets strategies. The decrease in asset-based fees was principally due to changes in the
composition of our assets under management, partially offset by an increase in our consolidated Affiliate average assets under
management, primarily in our private markets strategies.
Consolidated Expenses
The following table presents our Consolidated expenses:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||
|---|---|---|---|---|---|---|
| % Change | ||||||
| (in millions) | 2024 | |||||
| Compensation and related expenses | 215.3 | 263.7 | 22% | 455.7 | 494.1 | 8% |
| Selling, general and administrative | 89.4 | 95.7 | 7% | 181.1 | 190.4 | 5% |
| Intangible amortization and impairments | 7.3 | 6.3 | (14)% | 14.5 | 89.6 | N.M.(1) |
| Interest expense | 33.5 | 34.5 | 3% | 63.4 | 68.6 | 8% |
| Depreciation and other amortization | 3.1 | 2.5 | (19)% | 6.1 | 5.3 | (13)% |
| Other expenses (net) | 10.8 | 10.0 | (7)% | 19.9 | 21.6 | 9% |
| Total consolidated expenses | 359.4 | 412.7 | 15% | 740.7 | 869.6 | 17% |
All values are in US Dollars.
___________________________
(1)Percentage change is not meaningful.
Compensation and related expenses increased $48.4 million or 22% for the three months ended June 30, 2025, primarily
due to a $41.0 million increase in Affiliate equity compensation expense primarily attributable to a modification of the terms of
certain equity awards at an Affiliate.
Compensation and related expenses increased $38.4 million or 8% for the six months ended June 30, 2025, primarily due
to a $36.2 million increase in Affiliate equity compensation expense primarily attributable to a modification of the terms of
certain equity awards at an Affiliate, and a $12.4 million increase in compensation accruals. These increases were partially
offset by a $10.2 million decrease in share-based compensation.
Selling, general and administrative expenses increased $6.3 million or 7% for the three months ended June 30, 2025,
primarily due to an $8.2 million increase in professional fees.
Selling, general and administrative expenses increased $9.3 million or 5% for the six months ended June 30, 2025,
primarily due to a $9.6 million increase in professional fees.
Intangible amortization and impairments decreased $1.0 million or 14% for the three months ended June 30, 2025,
primarily due to a $0.9 million decrease in amortization expense related to certain definite-lived assets being fully amortized.
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Intangible amortization and impairments increased $75.1 million for the six months ended June 30, 2025, primarily due to
a $70.0 million expense to reduce the carrying value of indefinite-lived acquired client relationships for certain asset groups to
fair value and a $7.0 million expense to reduce the carrying value of an indefinite-lived acquired client relationship to zero due
to the closure of a retail investment product. These increases were partially offset by a $1.9 million decrease in amortization
expense due to certain definite-lived assets being fully amortized.
Interest expense increased $1.0 million or 3% for the three months ended June 30, 2025, primarily due to a $5.6 million
increase from our 5.50% senior unsecured notes issued in August 2024 (the “2034 senior notes”). This increase was partially
offset by a $4.7 million decrease due to the repayment of our senior unsecured term loan facility (the “term loan”), which was
fully repaid during the third quarter of 2024.
Interest expense increased $5.2 million or 8% for the six months ended June 30, 2025, primarily due to an $11.3 million
increase from our 2034 senior notes and a $6.6 million increase from our 6.75% junior subordinated notes issued in March 2024
(“the 2064 junior subordinated notes”). These increases were partially offset by a $10.3 million decrease due to the repayment
of our term loan and a $2.2 million decrease due to the maturity of our 4.25% senior notes in February 2024.
There were no significant changes to Depreciation and other amortization for the three and six months ended June 30,
2025.
There were no significant changes to Other expenses (net) for the three months ended June 30, 2025.
Other expenses (net) increased $1.7 million or 9% for the six months ended June 30, 2025, primarily due to a $6.0 million
increase in expenses related to changes in the values of contingent payment obligations, partially offset by a $1.9 million
decrease in rent and related office costs.
Equity Method Income (Net)
For our Affiliates accounted for under the equity method, we use structured partnership interests in which we contractually
share in the Affiliate’s revenue or revenue less agreed-upon expenses. Our share of pre-tax earnings or losses from Affiliates
accounted for under the equity method (“pre-tax equity method earnings”), net of amortization and impairments and tax, is
included in Equity method income (net). For certain of our Affiliates accounted for under the equity method, we report the
Affiliate’s financial results in our Consolidated Financial Statements one quarter in arrears.
The following table presents equity method Affiliate average assets under management and equity method Affiliate
revenue, net of certain expense reimbursements paid by the underlying products (“equity method revenue, net”), as well as pre-
tax equity method earnings, equity method intangible amortization, equity method intangible impairments, if any, and equity
method income tax, which in aggregate form Equity method income (net):
| For the Three Months<br><br>Ended June 30, | For the Six Months<br><br>Ended June 30, | |||||
|---|---|---|---|---|---|---|
| (in millions, except as noted) | 2024 | 2025 | % Change | 2024 | 2025 | % Change |
| Operating Performance Measures | ||||||
| Equity method Affiliate average assets under<br><br>management (in billions) | $298.7 | $336.9 | 13% | $292.4 | $326.2 | 12% |
| Equity method revenue, net | $597.8 | $680.3 | 14% | $1,569.4 | $1,454.1 | (7)% |
| Financial Performance Measures | ||||||
| Pre-tax equity method earnings | $80.3 | $94.1 | 17% | $222.8 | $193.6 | (13)% |
| Equity method intangible amortization | (20.9) | (27.0) | 29% | (41.7) | (45.6) | 9% |
| Equity method intangible impairments | (39.9) | — | N.M.(1) | (39.9) | — | N.M.(1) |
| Equity method income tax | (1.4) | (1.5) | 7% | (5.5) | (7.1) | 29% |
| Equity method income (net) | $18.1 | $65.6 | N.M.(1) | $135.7 | $140.9 | 4% |
___________________________
(1)Percentage change is not meaningful.
Our equity method revenue, net increased $82.5 million or 14% for the three months ended June 30, 2025, due to a $116.3
million or 19% increase from asset-based fees, partially offset by a $33.8 million or 5% decrease from performance-based fees,
primarily in our liquid alternative strategies. The increase in asset-based fees was principally due to an increase in our equity
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method Affiliate average assets under management, primarily in our liquid alternative strategies, and changes in the
composition of our assets under management, including the impact of our investments in new Affiliates.
For the three months ended June 30, 2025, pre-tax equity method earnings increased $13.8 million or 17%, primarily due to
an $82.5 million or 14% increase in equity method revenue, net. Pre-tax equity method earnings increased more than equity
method revenue, net on a percentage basis primarily due to an increase in earnings at certain Affiliates in which we share in
revenue less agreed-upon expenses.
Equity method intangible amortization increased $6.1 million or 29% for the three months ended June 30, 2025, primarily
due to a $4.1 million increase in amortization expense due to investments in new Affiliates and a $3.8 million increase in
amortization expense due to an increase in actual and expected client attrition for certain definite-lived acquired client
relationships. These increases were partially offset by a $1.9 million decrease in amortization expense related to certain
definite-lived assets being fully amortized.
Equity method intangible impairments decreased $39.9 million for the three and six months ended June 30, 2025. See
Note 9 of our Consolidated Financial Statements.
Our equity method revenue, net decreased $115.3 million or 7% for the six months ended June 30, 2025, due to a $254.8
million or 16% decrease from performance-based fees, primarily in our liquid alternative strategies, partially offset by a $139.5
million or 9% increase from asset-based fees. The increase in asset-based fees was principally due to an increase in our equity
method Affiliate average assets under management, primarily in our liquid alternative strategies, and changes in the
composition of our assets under management, including the impact of our investments in new Affiliates.
For the six months ended June 30, 2025, pre-tax equity method earnings decreased $29.2 million or 13%, primarily due to
a $115.3 million or 7% decrease in equity method revenue, net. Pre-tax equity method earnings decreased more than equity
method revenue, net on a percentage basis primarily due to a decrease in earnings at certain Affiliates in which we share in
revenue less agreed-upon expenses and hold a greater economic interest.
Equity method intangible amortization increased $3.9 million or 9% for the six months ended June 30, 2025, primarily due
to a $4.2 million increase in amortization expense due to investments in new Affiliates and a $3.4 million increase in
amortization expense due to an increase in actual and expected client attrition for certain definite-lived acquired client
relationships. These increases were partially offset by a $3.7 million decrease in amortization expense related to certain
definite-lived assets being fully amortized.
Investment and Other Income
The following table presents our Investment and other income:
| For the Three Months<br><br>Ended June 30, | For the Six Months<br><br>Ended June 30, | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2025 | % Change | 2024 | 2025 | % Change |
| Investment and other income | $19.3 | $25.5 | 32% | $37.2 | $37.1 | (0)% |
Investment and other income increased $6.2 million or 32% for the three months ended June 30, 2025, primarily due to a
$9.2 million increase in unrealized gains on other investments.
Investment and other income decreased $0.1 million for the six months ended June 30, 2025, primarily due to a $5.7
million decrease in realized gains on investments in marketable securities and a $1.5 million decrease in interest income. These
decreases were partially offset by a $7.5 million increase in unrealized gains on other investments.
Income Tax Expense
The following table presents our Income tax expense:
| For the Three Months<br><br>Ended June 30, | For the Six Months<br><br>Ended June 30, | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2025 | % Change | 2024 | 2025 | % Change |
| Income tax expense | $43.3 | $35.7 | (18)% | $98.7 | $63.1 | (36)% |
Our 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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Income tax expense decreased $7.6 million or 18% for the three months ended June 30, 2025. Our effective tax rate
(controlling interest) for the three months ended June 30, 2025 was 28.5% as compared to 35.0% for the three months ended
June 30, 2024. The decrease in the tax rate (controlling interest) was primarily due to an expense to reduce the carrying value
of an Affiliate to fair value for which no tax benefit was recorded in the three months ended June 30, 2024, which did not recur,
partially offset by an expense attributable to a modification of the terms of certain equity awards at an Affiliate for which no tax
benefit was recorded in the three months ended June 30, 2025.
Income tax expense decreased $35.6 million or 36% for the six months ended June 30, 2025. Our effective rate
(controlling interest) for the six months ended June 30, 2025 was 27.1% as compared to 29.4% for the six months ended June
30, 2024. The decrease in the tax rate (controlling interest) was primarily due to an expense to reduce the carrying value of an
Affiliate to fair value for which no tax benefit was recorded in the six months ended June 30, 2024, which did not recur,
partially offset by an expense attributable to a modification of the terms of certain equity awards at an Affiliate for which no tax
benefit was recorded in the six months ended June 30, 2025.
Net Income
The following table presents Net income, Net income (non-controlling interests), and Net income (controlling interest):
| For the Three Months<br><br>Ended June 30, | For the Six Months<br><br>Ended June 30, | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2025 | % Change | 2024 | 2025 | % Change |
| Net income | $135.0 | $135.9 | 1% | $333.8 | $235.1 | (30)% |
| Net income (non-controlling interests) | 59.0 | 51.6 | (13)% | 108.0 | 78.5 | (27)% |
| Net income (controlling interest) | 76.0 | 84.3 | 11% | 225.8 | 156.6 | (31)% |
Net income (controlling interest) increased $8.3 million or 11% for the three months ended June 30, 2025, primarily due to
an increase in Equity method income (net) and a decrease in Income tax expense attributable to the controlling interest. These
increases to Net income (controlling interest) were partially offset by an increase in Affiliate equity compensation expense
attributable to the controlling interest.
Net income (controlling interest) decreased $69.2 million or 31% for the six months ended June 30, 2025, primarily due to
an increase in Intangible amortization and impairments attributable to the controlling interest and an increase in Affiliate equity
compensation expense attributable to the controlling interest. These decreases to Net income (controlling interest) were
partially offset by a decrease in Income tax expense attributable to the controlling interest.
Supplemental Financial Performance Measures
As supplemental information to our GAAP performance measures, including Net income (see Note 18 of our Consolidated
Financial Statements), we provide non-GAAP performance measures of Adjusted EBITDA (controlling interest), Economic net
income (controlling interest), and Economic earnings per share. We believe that many investors use our Adjusted EBITDA
(controlling interest) when comparing our financial performance to other companies in the investment management industry.
Management utilizes these non-GAAP performance measures to assess our performance before our share of certain non-cash
GAAP expenses primarily related to the acquisition of interests in Affiliates and to improve comparability between periods.
Economic net income (controlling interest) and Economic earnings per share are used by management and our Board of
Directors as our principal performance benchmarks, including as one of the measures for determining executive compensation.
These non-GAAP performance measures are provided in addition to, but not as a substitute for, Net income, Net income
(controlling interest), Earnings per share, or other GAAP performance measures.
Adjusted EBITDA (controlling interest)
Adjusted EBITDA (controlling interest) represents our performance before our share of interest expense, income and
certain non-income based taxes, depreciation, amortization, impairments, gains and losses related to Affiliate Transactions, and
non-cash items such as certain Affiliate equity activity, gains and losses on our contingent payment obligations, and unrealized
gains and losses on seed capital, general partner commitments, and other strategic investments. Adjusted EBITDA (controlling
interest) is also adjusted to include realized economic gains and losses related to these seed capital, general partner
commitments, and other strategic investments.
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The following table presents a reconciliation of Net income (controlling interest) to Adjusted EBITDA (controlling
interest):
| For the Three Months<br><br>Ended June 30, | For the Six Months<br><br>Ended June 30, | |||
|---|---|---|---|---|
| (in millions) | 2024 | 2025 | 2024 | 2025 |
| Net income (controlling interest) | $76.0 | $84.3 | $225.8 | $156.6 |
| Interest expense | 33.5 | 34.4 | 63.4 | 68.5 |
| Income taxes(1) | 42.3 | 35.1 | 99.7 | 65.4 |
| Intangible amortization and impairments(2) | 65.6 | 31.0 | 91.2 | 116.8 |
| Other items(3) | 0.1 | 34.9 | (2.8) | 40.6 |
| Adjusted EBITDA (controlling interest) | $217.5 | $219.7 | $477.3 | $447.9 |
___________________________
(1)Includes equity method income tax.
(2)Intangible amortization and impairments in our Consolidated Statements of Income include amortization attributable to the
non-controlling interests of our consolidated Affiliates. For our Affiliates accounted for under the equity method, we do
not separately report intangible amortization and impairments in our Consolidated Statements of Income. Our share of
these Affiliates’ amortization and impairments is included in Equity method income (net). The following table presents the
Intangible amortization and impairments shown above:
| For the Three Months<br><br>Ended June 30, | For the Six Months<br><br>Ended June 30, | |||
|---|---|---|---|---|
| (in millions) | 2024 | 2025 | 2024 | 2025 |
| Consolidated intangible amortization and impairments | $7.3 | $6.3 | $14.5 | $89.6 |
| Consolidated intangible amortization and impairments (non-controlling<br><br>interests) | (2.5) | (2.3) | (4.9) | (18.4) |
| Equity method intangible amortization and impairments | 60.8 | 27.0 | 81.6 | 45.6 |
| Total | $65.6 | $31.0 | $91.2 | $116.8 |
(3)Other items include certain non-income based taxes, depreciation, and non-cash items such as certain Affiliate equity
activity, gains and losses on our contingent payment obligations, unrealized gains and losses on seed capital, general
partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital,
general partner commitments, and other strategic investments. For the three and six months ended June 30, 2025, other
items includes a one-time expense of $30.5 million which resulted from a modification of Affiliate equity which, consistent
with the definitions of our non-GAAP performance measures, has been added back to Adjusted EBITDA (controlling
interest). See Note 14 of our Consolidated Financial Statements.
Economic Net Income (controlling interest) and Economic Earnings Per Share
Under our Economic net income (controlling interest) definition, we adjust Net income (controlling interest) for our share
of pre-tax intangible amortization and impairments related to intangible assets (including the portion attributable to equity
method investments in Affiliates) because these expenses do not correspond to the changes in the value of these assets, which
do not diminish predictably over time. We also adjust for deferred taxes attributable to intangible assets because we believe it
is unlikely these accruals will be used to settle material tax obligations. Further, we adjust for gains and losses related to
Affiliate Transactions, net of tax, and other economic items.
Economic earnings per share represents Economic net income (controlling interest) divided by the Average shares
outstanding (adjusted diluted). In this calculation, we exclude the potential shares issued upon settlement of Redeemable non-
controlling interests from Average shares outstanding (adjusted diluted) because we intend to settle those obligations without
issuing shares, consistent with all prior Affiliate equity purchase transactions. The potential share issuance in connection with
our junior convertible securities is measured using a “treasury stock” method. Under this method, only the net number of
shares of common stock equal to the value of these junior convertible securities in excess of par, if any, are deemed to be
outstanding. We believe the inclusion of net shares under a treasury stock method best reflects the benefit of the increase in
available capital resources (which could be used to repurchase shares of our common stock) that occurs when these securities
are converted and we are relieved of our debt obligation.
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The following table presents a reconciliation of Net income (controlling interest) to Economic net income (controlling
interest) and Economic earnings per share:
| For the Three Months<br><br>Ended June 30, | For the Six Months<br><br>Ended June 30, | |||
|---|---|---|---|---|
| (in millions, except per share data) | 2024 | 2025 | 2024 | 2025 |
| Net income (controlling interest) | $76.0 | $84.3 | $225.8 | $156.6 |
| Intangible amortization and impairments(1) | 65.6 | 31.0 | 91.2 | 116.8 |
| Intangible-related deferred taxes(2) | 14.7 | 14.6 | 30.9 | 13.9 |
| Other economic items(3) | (0.4) | 29.3 | (5.3) | 30.6 |
| Economic net income (controlling interest) | $155.9 | $159.2 | $342.6 | $317.9 |
| Average shares outstanding (diluted) | 35.3 | 31.4 | 36.0 | 32.3 |
| Hypothetical issuance of shares to settle Redeemable non-controlling<br><br>interests | (0.2) | (0.2) | (0.3) | (0.6) |
| Assumed issuance of junior convertible securities shares | (1.7) | (1.7) | (1.7) | (1.7) |
| Average shares outstanding (adjusted diluted) | 33.4 | 29.5 | 34.0 | 30.0 |
| Economic earnings per share | $4.67 | $5.39 | $10.06 | $10.58 |
___________________________
(1)See note (2) to the table in “Adjusted EBITDA (controlling interest).”
(2)Includes equity method deferred taxes.
(3)Other economic items include certain Affiliate equity activity, gains and losses related to contingent payment obligations,
tax windfalls and shortfalls from share-based compensation, unrealized gains and losses on seed capital, general partner
commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general
partner commitments, and other strategic investments. Other economic items were net of income tax expense of
$1.2 million and $3.0 million for the three months ended June 30, 2024 and 2025, respectively, and $1.1 million and $4.5
million for the six months ended June 30, 2024 and 2025, respectively. For the three and six months ended June 30, 2025,
other economic items includes a one-time expense of $30.5 million which resulted from a modification of Affiliate equity
which, consistent with the definitions of our non-GAAP performance measures, has been added back to Economic net
income (controlling interest). See Note 14 of our Consolidated Financial Statements.
Liquidity and Capital Resources
We generate long-term value by investing in new Affiliate partnerships, existing Affiliates, and strategic value-add
capabilities through which we can leverage our scale and resources to benefit our Affiliates and enhance their long-term growth
prospects. Given our annual cash generation from operations, in addition to investing for growth in our business, we are also
able to return excess capital to shareholders primarily through share repurchases. We continue to manage our capital structure
consistent with an investment grade company and are currently rated A3 by Moody’s Investor Services and BBB+ by S&P
Global Ratings.
Cash and cash equivalents were $361.0 million as of June 30, 2025 and were attributable to both our controlling and the
non-controlling interests. In the six months ended June 30, 2025, we met our cash requirements primarily through cash
generated by operating activities. Our principal uses of cash in the six months ended June 30, 2025 were for investments in
new Affiliates, the return of excess capital through share repurchases, and distributions to Affiliate equity holders.
We expect investments in new Affiliates, investments in existing Affiliates, primarily through purchases of Affiliate equity
interests and general partner and seed capital investments, the return of capital through share repurchases and the payment of
cash dividends on our common stock, repayment of debt, distributions to Affiliate equity holders, payment of income taxes, and
general working capital to be the primary uses of cash on a consolidated basis for the foreseeable future. We anticipate that our
current cash balance, cash flows from operations, and borrowings under our senior unsecured multicurrency revolving credit
facility (the “revolver”) will be sufficient to support our uses of cash for the foreseeable future. In addition, we may draw
funding from the debt and equity capital markets, and our credit ratings, among other factors, allow us to access these sources
of funding on favorable terms.
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The following table presents operating, investing, and financing cash flow activities:
| For the Six Months<br><br>Ended June 30, | ||
|---|---|---|
| (in millions) | 2024 | 2025 |
| Operating cash flow | $454.4 | $439.7 |
| Investing cash flow | 314.8 | (529.3) |
| Financing cash flow | (716.1) | (518.4) |
Operating Cash Flow
Operating cash flows are calculated by adjusting Net income for other significant sources and uses of cash, significant non-
cash items, and timing differences in the cash settlement of assets and liabilities.
For the six months ended June 30, 2025, Cash flows from operating activities were $439.7 million, primarily from Net
income of $235.1 million and distributions of earnings received from equity method investments of $295.9 million. These
items were partially offset by timing differences in the cash settlement of receivables, other assets, and payables, accrued
liabilities, and other liabilities of $135.4 million. For the six months ended June 30, 2025, operating cash flows were primarily
attributable to the controlling interest.
Investing Cash Flow
For the six months ended June 30, 2025, Cash flows used in investing activities were $529.3 million, primarily due to
$510.1 million of investments in Affiliates and $56.4 million of purchases of investment securities. These items were partially
offset by $40.2 million of maturities and sales of investment securities. For the six months ended June 30, 2025, investing cash
flows were primarily attributable to the controlling interest.
Financing Cash Flow
For the six months ended June 30, 2025, Cash flows used in financing activities were $518.4 million, primarily due to
$277.5 million of repurchases of common stock, net, $149.7 million of distributions to non-controlling interests, and
$41.1 million of Affiliate equity purchases, net of issuances. For the six months ended June 30, 2025, financing cash flows
were primarily attributable to the controlling interest.
Affiliate Equity
We periodically purchase Affiliate equity from and issue Affiliate equity to our consolidated Affiliate partners and other
parties under agreements that provide us with a conditional right to call and Affiliate equity holders with a conditional right to
put their Affiliate equity interests to us at certain intervals. We have the right to settle a portion of these purchases in shares of
our common stock. For Affiliates accounted for under the equity method, we do not typically have such put and call
arrangements. The purchase price of these conditional purchases is generally calculated based upon a multiple of the Affiliate’s
cash flow distributions, which is intended to represent fair value. Affiliate equity holders are also permitted to sell their equity
interests to other individuals or entities in certain cases, subject to our approval or other restrictions.
As of June 30, 2025, the current redemption value of Affiliate equity interests was $454.0 million, of which $336.1 million
was presented as Redeemable non-controlling interests (including $20.0 million of consolidated Affiliate sponsored investment
products primarily attributable to third-party investors), and $117.9 million was included in Other liabilities. Although the
timing and amounts of these purchases are difficult to predict, we paid $42.9 million for Affiliate equity purchases and received
$1.8 million for Affiliate equity issuances during the six months ended June 30, 2025, and we expect net purchases of
approximately $120 million of Affiliate equity during the remainder of 2025. In the event of a purchase, we become the owner
of the cash flow associated with the purchased equity. See Notes 13 and 14 of our Consolidated Financial Statements.
Share Repurchases
Our Board of Directors authorized a share repurchase program in July 2024 to repurchase up to 5.4 million shares of our
common stock and this authorization has no expiry. Purchases may be made from time to time, at management’s discretion, in
the open market or in privately negotiated transactions, including through the use of trading plans, as well as pursuant to
accelerated share repurchase programs or other share repurchase strategies that may include derivative financial instruments.
During the three and six months ended June 30, 2025, we repurchased 0.6 million and 1.6 million shares of our common stock
at an average price per share of $168.72 and $170.16, respectively. As of June 30, 2025, there were a total of 3.7 million shares
available for repurchase under our July 2024 share repurchase program.
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Debt
The following table presents the carrying value of our outstanding indebtedness:
| (in millions) | December 31,<br><br>2024 | June 30,<br><br>2025 |
|---|---|---|
| Senior bank debt | $— | $— |
| Senior notes | 1,097.4 | 1,097.6 |
| Junior subordinated notes | 1,216.0 | 1,216.1 |
| Junior convertible securities | 341.7 | 341.7 |
The carrying value of our debt differs from the amount reported in the notes to our Consolidated Financial Statements, as
the carrying value of our debt in the table above is not reduced for debt issuance costs.
On August 1, 2025, our $350.0 million 3.50% senior notes due 2025 (“the 2025 senior notes”) matured and were fully
repaid. As of the date of this Quarterly Report on Form 10-Q, the weighted average maturity of our remaining outstanding non-
senior bank debt is 23 years, all of which is maturing in 2030 and beyond. Our nearest term non-senior bank debt maturity
relates to our $350.0 million senior notes due June 2030 (“the 2030 senior notes”). See Note 6 of our Consolidated Financial
Statements.
Senior Bank Debt
As of June 30, 2025, we had a $1.25 billion revolver which matures on November 15, 2029. Subject to certain conditions,
we may increase the commitments under the revolver by up to an additional $500.0 million.
As of June 30, 2025, we had no outstanding borrowings under the revolver, and could borrow all capacity and remain in
compliance with all of the terms of the revolver. On July 30, 2025, we borrowed $100.0 million under the revolver.
Senior Notes
As of June 30, 2025, we had senior notes outstanding, the respective principal terms of which are presented and described
below:
| 2025<br><br>Senior Notes | 2030<br><br>Senior Notes | 2034<br><br>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 |
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. In addition, the 2030 and 2034 senior notes
may be redeemed at par, in whole or in part, at any time, on or after March 15, 2030 and May 20, 2034, respectively. We may
also repurchase senior notes in the open market or in privately negotiated transactions from time to time at management’s
discretion.
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Junior Subordinated Notes
As of June 30, 2025, we had junior subordinated notes outstanding, the respective principal terms of which are presented
and described below:
| 2059<br><br>Junior Subordinated<br><br>Notes | 2060<br><br>Junior Subordinated<br><br>Notes | 2061<br><br>Junior Subordinated<br><br>Notes | 2064<br><br>Junior Subordinated<br><br>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 |
| 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 our 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.
Junior Convertible Securities
As of June 30, 2025, we had $341.7 million of principal outstanding in our 5.15% junior convertible trust preferred
securities (the “junior convertible securities”), maturing in 2037. The junior convertible securities were issued by AMG Capital
Trust II, a Delaware statutory trust, in October 2007. Each of the junior convertible securities represents an undivided
beneficial interest in the assets of the trust. The trust’s only assets are junior subordinated convertible debentures issued to it by
us, and have substantially the same payment terms as the junior convertible securities. We own all of the trust’s common
securities, and have fully and unconditionally guaranteed, on a subordinated basis, the payment obligations on the junior
convertible securities. We do not consolidate the trust’s financial results into our Consolidated Financial Statements.
Holders of the junior convertible securities have no rights to put these securities to us. Upon conversion, holders will
receive cash or shares of our common stock, or a combination thereof, at our election. We may redeem the junior convertible
securities, subject to our stock trading at or above certain specified levels over specified periods, and may also repurchase junior
convertible securities in the open market or in privately negotiated transactions from time to time at management’s discretion.
We did not repurchase any of our junior convertible securities during the six months ended June 30, 2024 and 2025.
Equity Distribution Program
In the first quarter of 2025, we entered into an equity distribution agreement and forward sale agreements with several
major securities firms under which we may, from time to time, issue and sell shares of our 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 our prior equity distribution program. As of June 30, 2025, no sales had occurred
under the equity distribution program.
Commitments
See Note 7 of our Consolidated Financial Statements.
Other Contingent Commitments
See Notes 4 and 7 of our Consolidated Financial Statements.
Leases
As of June 30, 2025, our lease obligations were $18.8 million for the remainder of 2025, $55.1 million from 2026 through
2027, $46.0 million from 2028 through 2029, and $48.9 million thereafter. The portion of these lease obligations attributable to
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the controlling interest were $5.0 million for the remainder of 2025, $7.3 million from 2026 through 2027, $4.5 million from
2028 through 2029, and $7.2 million thereafter.
Recent Accounting Developments
See Note 2 of our Consolidated Financial Statements.
Critical Accounting Estimates and Judgments
The following is an update to our 2024 Annual Report on Form 10‑K, which includes additional information about our
Critical Accounting Estimates and Judgments, and should be read in conjunction with this Quarterly Report on Form 10‑Q.
Indefinite-Lived Acquired Client Relationships
In the first quarter of 2025, we 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, we 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%.
While we believe all assumptions used in our assessments are reasonable and appropriate, changes in these estimates could
produce different values. We performed a sensitivity analysis over the most relevant assumptions used in these assessments.
Assuming all other assumptions remain constant, a decrease in the revenue growth rates over the next five years of 200 basis
points would result in an additional impairment amount of approximately $49 million, while an increase in the discount rate of
100 basis points would result in an additional impairment amount of approximately $91 million. Further declines in assets
under management resulting from negative investment performance or net client outflows above our estimates could result in
additional future impairments.
For our indefinite-lived acquired client relationships, no other triggering events were identified during the three and six
months ended June 30, 2025 that would indicate an impairment.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our Quantitative and Qualitative Disclosures About Market Risk for the six months
ended June 30, 2025. Please refer to Item 7A of our 2024 Annual Report on Form 10-K.
Item 4.Controls and Procedures
We carried out an evaluation under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures during the quarter covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of the end of the quarter covered by this Quarterly Report on
Form 10-Q, our disclosure controls and procedures are effective in ensuring that (i) the information required to be disclosed by
us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is
recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s
rules and forms, and (ii) such information is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our
management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures.
Our disclosure controls and procedures were designed to provide reasonable assurance of achieving their stated objectives, and
our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were
effective at the reasonable assurance level. We review on an ongoing basis and document our disclosure controls and
procedures, and our internal control over financial reporting, and we may from time to time make changes in an effort to
enhance their effectiveness and ensure that our systems evolve with our business.
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
(a)None.
(b)None.
(c)Purchases of Equity Securities by the Issuer:
| Period | Total Number<br><br>of Shares<br><br>Purchased(1) | Average Price<br><br>Paid Per Share | Total Number of<br><br>Shares Purchased as<br><br>Part of Publicly<br><br>Announced Plans or<br><br>Programs | Average Price<br><br>Paid Per Share | Maximum Number of<br><br>Shares that May Yet Be<br><br>Purchased Under<br><br>Outstanding Plans or<br><br>Programs(2) |
|---|---|---|---|---|---|
| April 1-30, 2025 | 316,538 | $157.17 | 316,538 | $157.17 | 3,962,186 |
| May 1-31, 2025 | 142,962 | 175.49 | 142,418 | 175.46 | 3,819,768 |
| June 1-30, 2025 | 133,726 | 188.90 | 133,726 | 188.90 | 3,686,042 |
| Total | 593,226 | 168.74 | 592,682 | 168.72 |
___________________________
(1)Includes shares surrendered to the Company to satisfy tax withholding and/or option exercise price obligations in
connection with certain stock swap and option exercise transactions, if any.
(2)Our Board of Directors authorized a share repurchase program in July 2024 to repurchase up to 5.4 million shares of our
common stock, and this authorization has no expiry. Purchases may be made from time to time, at management’s
discretion, in the open market or in privately negotiated transactions, including through the use of trading plans, as well as
pursuant to accelerated share repurchase programs or other share repurchase strategies that may include derivative financial
instruments. As of June 30, 2025, there were a total of 3.7 million shares available for repurchase under our July 2024
share repurchase program.
Item 6.Exhibits
The exhibits are listed on the Exhibit Index below.
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 31.1 | Certification of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 31.2 | Certification of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 | Certification of Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of<br><br>2002** |
| 32.2 | Certification of Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of<br><br>2002** |
| 101 | The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended<br><br>June 30, 2025 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language): (i) the<br><br>Consolidated Statements of Income for the six-month periods ended June 30, 2025 and 2024, (ii) the<br><br>Consolidated Statements of Comprehensive Income for the six-month periods ended June 30, 2025 and 2024,<br><br>(iii) the Consolidated Balance Sheets at June 30, 2025 and December 31, 2024, (iv) the Consolidated Statements<br><br>of Changes in Equity for the six-month periods ended June 30, 2025 and 2024, (v) the Consolidated Statements<br><br>of Cash Flows for the six-month periods ended June 30, 2025 and 2024, and (vi) the Notes to the Consolidated<br><br>Financial Statements |
| 104 | The cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025,<br><br>formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101 |
*Filed herewith
**Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| AFFILIATED MANAGERS GROUP, INC.<br><br>(Registrant) | |
|---|---|
| August 7, 2025 | /s/ DAVA E. RITCHEA |
| Dava E. Ritchea<br><br>on behalf of the Registrant as Chief Financial Officer<br><br>(and also as Principal Financial and Principal Accounting<br><br>Officer) |
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|---|
| PART I—FINANCIAL INFORMATION |
| Item 1. Financial Statements |
| AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share<br><br>data) (unaudited) |
| AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in<br><br>millions) (unaudited) |
| AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (in millions)<br><br>(unaudited) |
| AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in millions,<br><br>except dividends per share) (unaudited) |
| AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited) |
| AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
| Item 4. Controls and Procedures |
| PART II—OTHER INFORMATION |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
| Item 6. Exhibits |
| EXHIBIT INDEX |
| SIGNATURES |
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Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, Jay C. Horgen, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Affiliated Managers Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 7, 2025
| /s/ JAY C. HORGEN |
|---|
| Jay C. Horgen<br><br>Chief Executive Officer |
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Exhibit 31.1
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Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, Dava E. Ritchea, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Affiliated Managers Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 7, 2025
| /s/ DAVA E. RITCHEA |
|---|
| Dava E. Ritchea<br><br>Chief Financial Officer |
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Exhibit 31.2
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Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Affiliated Managers Group, Inc. (the "Company") for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Jay C. Horgen, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to his knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 7, 2025
| /s/ JAY C. HORGEN |
|---|
| Jay C. Horgen<br><br>Chief Executive Officer |
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Exhibit 32.1
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Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Affiliated Managers Group, Inc. (the "Company") for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Dava E. Ritchea, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to her knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 7, 2025
| /s/ DAVA E. RITCHEA |
|---|
| Dava E. Ritchea<br><br>Chief Financial Officer |
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Exhibit 32.2