Affiliated Managers (AMG) - 2024 Q1 - Quarterly Report

PART I—FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) This section presents the unaudited consolidated financial statements of Affiliated Managers Group, Inc. for the quarter ended March 31, 2024, including statements of income, comprehensive income, balance sheets, changes in equity, cash flows, and detailed notes to these financial statements CONSOLIDATED STATEMENTS OF INCOME | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | Change (YoY) | | :----------------------------------- | :------------------------------------------ | :------------------------------------------ | :----------- | | Consolidated revenue | $517.4 | $499.9 | (3.4)% | | Total consolidated expenses | $380.5 | $381.3 | 0.2% | | Equity method income (net) | $58.6 | $117.5 | 100.5% | | Investment and other income | $38.0 | $18.0 | (52.6)% | | Income before income taxes | $233.5 | $254.1 | 8.8% | | Income tax expense | $45.0 | $55.4 | 23.1% | | Net income | $188.5 | $198.7 | 5.4% | | Net income (controlling interest) | $134.5 | $149.8 | 11.4% | | Earnings per share (basic) | $3.74 | $4.56 | 21.9% | | Earnings per share (diluted) | $3.47 | $4.14 | 19.3% | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | | :----------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net income | $188.5 | $198.7 | | Other comprehensive income, net of tax | $27.4 | $6.3 | | Comprehensive income | $215.9 | $205.0 | | Comprehensive income (controlling interest) | $159.6 | $159.6 | CONSOLIDATED BALANCE SHEETS | Metric | December 31, 2023 (in millions) | March 31, 2024 (in millions) | Change | | :-------------------------------------- | :------------------------------ | :--------------------------- | :----- | | Total assets | $9,059.6 | $9,024.6 | (0.4)% | | Cash and cash equivalents | $813.6 | $793.4 | (2.5)% | | Receivables | $368.4 | $525.7 | 42.7% | | Investments in marketable securities | $461.0 | $348.9 | (24.3)%| | Total liabilities | $4,096.1 | $4,111.1 | 0.4% | | Debt | $2,537.5 | $2,524.9 | (0.5)% | | Total equity | $4,570.1 | $4,520.5 | (1.1)% | CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | Metric | December 31, 2023 (in millions) | March 31, 2024 (in millions) | | :-------------------------------------- | :------------------------------ | :--------------------------- | | Total Equity (beginning of period) | $4,570.1 | $4,570.1 | | Net income | $198.7 | $198.7 | | Other comprehensive income (loss) | $6.3 | $6.3 | | Share repurchases | N/A | $(151.2) | | Distributions to non-controlling interests | N/A | $(81.8) | | Total Equity (end of period) | N/A | $4,520.5 | CONSOLIDATED STATEMENTS OF CASH FLOWS | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | Change (YoY) | | :-------------------------------------- | :------------------------------------------ | :------------------------------------------ | :----------- | | Cash flow from operating activities | $234.8 | $209.2 | (10.9)% | | Cash flow from investing activities | $288.0 | $74.5 | (74.1)% | | Cash flow used in financing activities | $(116.9) | $(302.3) | 158.6% | | Net increase (decrease) in cash | $408.5 | $(20.2) | (104.9)% | | Cash and cash equivalents at end of period | $832.8 | $793.4 | (4.7)% | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Basis of Presentation and Use of Estimates - Interim financial statements are prepared under GAAP, relying on management estimates, and should be read with the annual report[20] 2. Accounting Standards and Policies - Adopted ASU 2022-03 (Fair Value Measurement) effective January 1, 2024, with no material impact[21] - Evaluating ASU 2023-07 (Segment Reporting), ASU 2023-09 (Income Tax Disclosures), and ASU 2024-01 (Stock Compensation), none of which are currently expected to have a material impact[22] 3. Investments in Marketable Securities | Metric (Equity Securities) | December 31, 2023 (in millions) | March 31, 2024 (in millions) | | :------------------------- | :------------------------------ | :--------------------------- | | Fair value | $37.9 | $34.1 | - Received $425.2 million in proceeds from maturity of available-for-sale debt securities for the three months ended March 31, 2024 (vs. $101.7 million in 2023)[27] - Recognized net unrealized gains of $0.8 million on trading debt securities for the three months ended March 31, 2024 (vs. $(0.1) million in 2023)[27] 4. Other Investments | Investment Type (Measured at NAV) | December 31, 2023 (in millions) | March 31, 2024 (in millions) | Unfunded Commitments (March 31, 2024) | | :-------------------------------- | :------------------------------ | :--------------------------- | :------------------------------------ | | Private equity funds | $424.4 | $465.7 | $195.3 | | Investments in other strategies | $6.1 | $6.8 | — | | Total | $430.5 | $472.5 | $195.3 | - Investments without readily determinable fair values (private corporation) maintained a carrying amount of $50.4 million as of March 31, 2024, with no gains or losses recorded in the quarter[34] 5. Fair Value Measurements | Financial Instrument (Level 3) | December 31, 2023 (in millions) | March 31, 2024 (in millions) | | :------------------------------------ | :------------------------------ | :--------------------------- | | Contingent payment obligations | $14.7 | $9.6 | | Affiliate equity purchase obligations | $53.9 | $37.7 | - For contingent payment obligations, the weighted average volatility decreased from 21% to 13%, and discount rates remained at 6%[41] - For Affiliate equity purchase obligations, growth rates ranged from (5)% to 8% (vs. (6)% to 7%), and weighted average discount rates increased from 14% to 15%[41] 6. Investments in Affiliates and Affiliate Sponsored Investment Products - The Company consolidates VREs where it has control and accounts for them under the equity method if it has significant influence. VIEs are consolidated if the Company is the primary beneficiary, otherwise accounted for under the equity method[46] | Investment Type | December 31, 2023 (in millions) | March 31, 2024 (in millions) | | :-------------------------------------------------- | :------------------------------ | :--------------------------- | | Equity method Affiliates (carrying value & max loss)| $2,288.5 | $2,214.1 | | Unconsolidated Affiliate sponsored investment products (carrying value & max loss) | $29.8 | $21.7 | 7. Debt | Debt Type | December 31, 2023 (in millions) | March 31, 2024 (in millions) | Change | | :---------------------------- | :------------------------------ | :--------------------------- | :----- | | Senior bank debt | $349.9 | $299.9 | (14.4)%| | Senior notes | $1,096.9 | $697.2 | (36.5)%| | Junior subordinated notes | $751.8 | $1,188.9 | 58.1% | | Junior convertible securities | $338.9 | $338.9 | 0.0% | | Total Debt | $2,537.5 | $2,524.9 | (0.5)% | - Repaid $50.0 million of senior unsecured term loan facility and $400.0 million of 4.25% senior notes in Q1 2024[54][55] - Issued $450.0 million of 6.75% junior subordinated notes due March 2064 on March 20, 2024[58] 8. Commitments and Contingencies - Unfunded commitments to Affiliate sponsored investment products totaled $195.3 million as of March 31, 2024[62] | Obligation Type (as of March 31, 2024) | Total (in millions) | Payable in 2024 (in millions) | Payable in 2025 (in millions) | | :------------------------------------- | :------------------ | :---------------------------- | :---------------------------- | | Deferred payment obligations | $43.3 | $21.7 | $21.6 | | Contingent payment obligations | $9.6 | $3.1 | $6.5 | - Contingently liable for $236.0 million related to financial targets of equity method Affiliates, with $4.0 million payable in 2024 and $232.0 million from 2025-2028[64] 9. Goodwill and Acquired Client Relationships | Metric | December 31, 2023 (in millions) | March 31, 2024 (in millions) | | :-------------------------------------- | :------------------------------ | :--------------------------- | | Goodwill | $2,523.6 | $2,517.5 | | Acquired client relationships (net) | $1,812.4 | $1,802.3 | - Intangible amortization and impairments for definite-lived acquired client relationships were $7.3 million for the three months ended March 31, 2024 (vs. $12.5 million in 2023)[67] 10. Equity Method Investments in Affiliates | Metric | December 31, 2023 (in millions) | March 31, 2024 (in millions) | | :-------------------------------------- | :------------------------------ | :--------------------------- | | Equity method investments in Affiliates (net) | $2,288.5 | $2,214.1 | - For the three months ended March 31, 2024, earnings were $138.3 million, intangible amortization and impairments were $(20.8) million, and distributions of earnings were $(211.5) million[72] - Amortization expense for definite-lived acquired client relationships at equity method Affiliates was $20.8 million for the three months ended March 31, 2024 (vs. $20.9 million in 2023)[72] 11. Related Party Transactions - A prior owner of a consolidated Affiliate retains interests in private equity partnerships, totaling $17.7 million as of March 31, 2024[73] - The Company and its executive officers/directors may invest in Affiliate-advised funds or receive services on similar terms as other investors[73] 12. Share-Based Compensation | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | | :--------------------------- | :------------------------------------------ | :------------------------------------------ | | Share-based compensation expense | $14.7 | $21.1 | - Unrecognized share-based compensation expense was $70.2 million as of March 31, 2024, to be recognized over approximately two years[75] - Granted restricted stock units with fair values of $26.5 million for the three months ended March 31, 2024 (vs. $45.5 million in 2023)[77] 13. Redeemable Non-Controlling Interests | Metric | December 31, 2023 (in millions) | March 31, 2024 (in millions) | | :-------------------------------------- | :------------------------------ | :--------------------------- | | Redeemable non-controlling interests | $393.4 | $393.0 | - Decrease attributable to consolidated Affiliate sponsored investment products was $(8.2) million, and transfers to Other liabilities were $(10.3) million, partially offset by changes in redemption value of $18.1 million[82] 14. Affiliate Equity | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | | :----------------------------------- | :------------------------------------------ | :------------------------------------------ | | Affiliate equity compensation expense | $10.6 | $17.7 | - Cash paid for Affiliate equity purchases was $39.3 million for the three months ended March 31, 2024 (vs. $5.0 million in 2023)[82] - Cash received for Affiliate equity issuances was $6.3 million for the three months ended March 31, 2024 (vs. $12.3 million in 2023)[82] 15. Income Taxes | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | Change (YoY) | | :----------------------- | :------------------------------------------ | :------------------------------------------ | :----------- | | Income tax expense | $45.0 | $55.4 | 23.1% | | Effective tax rate (controlling interest) | 24.0% | 26.2% | 2.2 pp | - The increase in effective tax rate was primarily due to an increase in non-deductible compensation and uncertain tax positions[88] 16. Earnings Per Share | Metric | 3 Months Ended March 31, 2023 | 3 Months Ended March 31, 2024 | Change (YoY) | | :-------------------------------------- | :---------------------------- | :---------------------------- | :----------- | | Net income (controlling interest) | $134.5 | $149.8 | 11.4% | | Average shares outstanding (basic) | 35.9 | 32.8 | (8.6)% | | Average shares outstanding (diluted) | 39.9 | 40.1 | 0.5% | | Earnings per share (basic) | $3.74 | $4.56 | 21.9% | | Earnings per share (diluted) | $3.47 | $4.14 | 19.3% | - Repurchased 1.0 million shares of common stock at an average price of $155.60 during the three months ended March 31, 2024[92] 17. Comprehensive Income | Component of Other Comprehensive Income (Net of Tax) | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | | :--------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Foreign currency translation gain | $26.8 | $5.6 | | Change in net realized/unrealized gain (loss) on derivative financial instruments | $0.2 | $0.3 | | Change in net unrealized gain (loss) on available-for-sale debt securities | $0.4 | $0.4 | | Total Other comprehensive income | $27.4 | $6.3 | | Component of Accumulated Other Comprehensive Loss (Net of Taxes) | December 31, 2023 (in millions) | March 31, 2024 (in millions) | | :--------------------------------------------------------------- | :------------------------------ | :--------------------------- | | Foreign Currency Translation Adjustment | $(255.3) | $(249.7) | | Realized and Unrealized Gains (Losses) on Derivative Financial Instruments | $(0.1) | $0.2 | | Unrealized Gains (Losses) on Investment Available-for-Sale Debt Securities | $(0.5) | $(0.1) | | Total | $(255.9) | $(249.6) | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition, results of operations, and liquidity for the three months ended March 31, 2024, discussing key operating and financial performance measures, cash flow activities, and capital structure | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | % Change | | :-------------------------------------- | :------------------------------------------ | :------------------------------------------ | :------- | | Net income (controlling interest) | $134.5 | $149.8 | 11% | | Adjusted EBITDA (controlling interest) | $216.8 | $259.8 | 20% | | Economic net income (controlling interest) | $158.1 | $186.7 | 18% | Forward-Looking Statements - The report contains forward-looking statements, which are subject to risks and uncertainties and may differ materially from actual results[98] - The Company disclaims any obligation to publicly release revisions to forward-looking statements[98] Executive Overview - AMG partners with independent investment firms globally, aiming to generate long-term value by investing in diverse, high-quality Affiliates[99] - Affiliates retain autonomy and significant equity ownership, leveraging AMG's strategic capabilities[99] - Aggregate assets under management were approximately $699 billion as of March 31, 2024, across private markets, liquid alternatives, and long-only strategies[100] Operating Performance Measures | Metric | As of/3 Months Ended March 31, 2023 (in billions/millions) | As of/3 Months Ended March 31, 2024 (in billions/millions) | % Change | | :---------------------------- | :--------------------------------------------------------- | :--------------------------------------------------------- | :------- | | Assets under management | $668.0 billion | $699.4 billion | 5% | | Average assets under management | $660.4 billion | $680.0 billion | 3% | | Aggregate fees | $1,505.1 million | $1,471.6 million | (2)% | Assets Under Management | AUM Change Component (Q1 2024, in billions) | Alternatives | Global Equities | U.S. Equities | Multi-Asset & Income | Total | | :------------------------------------------ | :----------- | :-------------- | :------------ | :------------------- | :---- | | December 31, 2023 | $238.8 | $186.6 | $142.8 | $104.5 | $672.7| | Net client cash flows | $4.7 | $(4.7) | $(5.5) | $1.8 | $(3.7)| | Market changes | $7.4 | $11.1 | $13.0 | $3.0 | $34.5 | | March 31, 2024 | $248.7 | $192.0 | $149.8 | $108.9 | $699.4| - Alternatives accounted for 17% of AUM and saw net inflows, while equity strategies experienced outflows[105][103] - Investment performance shows strong outperformance in liquid alternatives (83% 3-year, 96% 5-year ahead of benchmark) and private markets (86% latest vintage IRR ahead of benchmark)[109] Aggregate Fees | Fee Type (3 Months Ended March 31, 2024) | Change (in millions) | % Change | | :--------------------------------------- | :------------------- | :------- | | Performance-based fees | $(108.1) | (7)% | | Asset-based fees | $74.6 | 5% | | Total Aggregate fees | $(33.5) | (2)% | - Approximately 27% of total AUM could potentially earn performance-based fees as of March 31, 2024[112] Financial and Supplemental Financial Performance Measures Results of Operations Consolidated Revenue | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | % Change | | :-------------------------------------- | :------------------------------------------ | :------------------------------------------ | :------- | | Consolidated Affiliate average AUM (in billions) | $399.0 | $393.7 | (1)% | | Consolidated revenue | $517.4 | $499.9 | (3)% | - Decrease in consolidated revenue primarily due to an $18.4 million decrease in asset-based fees[115] Consolidated Expenses | Expense Category | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | % Change | | :------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------- | | Compensation and related expenses | $222.3 | $240.4 | 8% | | Selling, general and administrative | $97.1 | $91.7 | (6)% | | Intangible amortization and impairments | $12.5 | $7.3 | (42)% | | Other expenses (net) | $14.4 | $9.0 | (38)% | | Total consolidated expenses | $380.5 | $381.3 | 0% | - Compensation increase driven by $7.1 million in Affiliate equity compensation and $6.4 million in share-based compensation[119] - Intangible amortization decrease due to fully amortized assets and the sale of an equity interest in Veritable, LP[119] Equity Method Income (Net) | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | % Change | | :-------------------------------------- | :------------------------------------------ | :------------------------------------------ | :------- | | Equity method Affiliate average AUM (in billions) | $261.4 | $286.3 | 10% | | Equity method revenue | $987.7 | $971.7 | (2)% | | Equity method earnings | $79.5 | $138.3 | 74% | | Equity method intangible amortization | $(20.9) | $(20.8) | (0)% | | Equity method income (net) | $58.6 | $117.5 | N.M. | - Equity method revenue decreased due to a $109.0 million decrease in performance-based fees, partially offset by a $93.0 million increase in asset-based fees[121] - Equity method earnings increased due to new Affiliate contributions and performance-based fees from Affiliates with greater economic interest[121] Investment and Other Income | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | % Change | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :------- | | Investment and other income | $38.0 | $18.0 | (53)% | - The decrease was primarily due to a $20.9 million net decrease in realized and unrealized gains on Investments in marketable securities[123] Income Tax Expense | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | % Change | | :----------------------- | :------------------------------------------ | :------------------------------------------ | :------- | | Income tax expense | $45.0 | $55.4 | 23% | | Effective tax rate (controlling interest) | 24.0% | 26.2% | 2.2 pp | - The increase in tax rate was primarily due to an increase in non-deductible compensation and uncertain tax positions[124] Net Income | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | % Change | | :-------------------------------------- | :------------------------------------------ | :------------------------------------------ | :------- | | Net income | $188.5 | $198.7 | 5% | | Net income (non-controlling interests) | $54.0 | $48.9 | (9)% | | Net income (controlling interest) | $134.5 | $149.8 | 11% | - Increase in net income (controlling interest) primarily due to higher Equity method income (net), partially offset by lower Investment and other income and higher Income tax expense[125] Supplemental Financial Performance Measures - Non-GAAP measures (Adjusted EBITDA, Economic net income, Economic EPS) are used to assess performance before non-cash acquisition-related expenses and for comparability[126] Adjusted EBITDA (controlling interest) | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | % Change | | :-------------------------------------- | :------------------------------------------ | :------------------------------------------ | :------- | | Net income (controlling interest) | $134.5 | $149.8 | 11% | | Adjusted EBITDA (controlling interest) | $216.8 | $259.8 | 20% | - Increase primarily from investments in new Affiliates and recognition of performance-based fees from Affiliates with greater economic interest[114] Economic Net Income (controlling interest) and Economic Earnings Per Share | Metric | 3 Months Ended March 31, 2023 (in millions/per share) | 3 Months Ended March 31, 2024 (in millions/per share) | % Change | | :-------------------------------------- | :---------------------------------------------------- | :---------------------------------------------------- | :------- | | Economic net income (controlling interest) | $158.1 | $186.7 | 18% | | Economic earnings per share | $4.18 | $5.37 | 28.5% | | Average shares outstanding (adjusted diluted) | 37.9 | 34.8 | (8.2)% | - Adjustments include pre-tax intangible amortization and impairments, deferred taxes attributable to intangible assets, and gains/losses related to Affiliate Transactions[131] Liquidity and Capital Resources - Cash and cash equivalents were $793.4 million as of March 31, 2024[134] - Principal uses of cash in Q1 2024 included purchases of investment securities, distributions to Affiliate equity holders, share repurchases, and debt repayment[134] - The Company maintains an investment-grade credit rating (A3 by Moody's, BBB+ by S&P)[134] Operating Cash Flow | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | | :---------------------- | :------------------------------------------ | :------------------------------------------ | | Operating cash flow | $234.8 | $209.2 | - Primarily from Net income ($198.7 million) and distributions from equity method investments ($211.5 million), offset by $152.5 million in timing differences for asset/liability settlements[137] Investing Cash Flow | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | | :---------------------- | :------------------------------------------ | :------------------------------------------ | | Investing cash flow | $288.0 | $74.5 | - $434.6 million from maturities and sales of investment securities, offset by $359.1 million in purchases of investment securities[138] Financing Cash Flow | Metric | 3 Months Ended March 31, 2023 (in millions) | 3 Months Ended March 31, 2024 (in millions) | | :---------------------- | :------------------------------------------ | :------------------------------------------ | | Financing cash flow | $(116.9) | $(302.3) | - Repayments of senior notes ($400.0 million) and senior bank debt ($50.0 million), plus $152.5 million in share repurchases and $81.8 million in distributions to non-controlling interests[139] - Partially offset by issuance of $450.0 million of junior subordinated notes[140] Affiliate Equity - Current redemption value of Affiliate equity interests was $430.7 million as of March 31, 2024[140] - Paid $39.3 million for Affiliate equity purchases and received $6.3 million for issuances in Q1 2024[140] - Expects net purchases of approximately $70 million of Affiliate equity for the remainder of 2024[140] Share Repurchases - Repurchased 1.0 million shares of common stock at an average price of $155.60 during the three months ended March 31, 2024[142] - 3.2 million shares remained available for repurchase under the October 2023 program as of March 31, 2024[142] Debt | Debt Type | December 31, 2023 (in millions) | March 31, 2024 (in millions) | | :---------------------------- | :------------------------------ | :--------------------------- | | Senior bank debt | $350.0 | $300.0 | | Senior notes | $1,099.4 | $699.5 | | Junior subordinated notes | $765.9 | $1,216.0 | | Junior convertible securities | $341.7 | $341.7 | - Repaid $50.0 million of senior unsecured term loan and $400.0 million of 4.25% senior notes in Q1 2024[144] - Issued $450.0 million of 6.75% junior subordinated notes due March 2064[145] Junior Convertible Securities - $341.7 million of 5.15% junior convertible trust preferred securities outstanding, maturing in 2037[146] - No repurchases of junior convertible securities were made during the three months ended March 31, 2023 and 2024[146] Equity Distribution Program - Equity distribution program authorizes issuance of up to $500.0 million in common stock[147] - No sales have occurred under the equity distribution program as of March 31, 2024[150] Commitments Other Contingent Commitments Leases | Period | Total Lease Obligations (in millions) | Controlling Interest Portion (in millions) | | :----------------- | :------------------------------------ | :----------------------------------------- | | Remainder of 2024 | $29.6 | $8.6 | | 2025 through 2026 | $60.9 | $13.8 | | 2027 through 2028 | $43.8 | $4.2 | | Thereafter | $68.2 | $8.6 | Recent Accounting Developments Critical Accounting Estimates and Judgments Item 3. Quantitative and Qualitative Disclosures About Market Risk There were no material changes to market risk disclosures, except for an increased interest rate risk sensitivity due to the issuance of new junior subordinated notes - No material changes to market risk disclosures, except for interest rate risk[154] Interest Rate Risk - A 1% change in interest rates would result in an estimated $168.6 million net change in the fair value of fixed rate securities as of March 31, 2024[154] - This estimated impact increased by $22.9 million compared to December 31, 2023, primarily due to the issuance of $450.0 million of junior subordinated notes in March 2024[154] Item 4. Controls and Procedures Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2024, providing reasonable assurance of achieving control objectives. No material changes to internal control over financial reporting occurred during the quarter - Disclosure controls and procedures were evaluated and deemed effective as of March 31, 2024[155] - No material changes to internal control over financial reporting occurred during the quarter[155] PART II—OTHER INFORMATION Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company did not have any unregistered sales of equity securities. It repurchased 964,002 shares of common stock for a total of $155.60 million during the quarter, with 3.2 million shares remaining under the October 2023 repurchase program - No unregistered sales of equity securities occurred[156] | Period | Total Number of Shares Purchased | Average Price Per Share | | :------------------ | :------------------------------- | :---------------------- | | January 1-31, 2024 | 344,530 | $149.39 | | February 1-29, 2024 | 249,955 | $154.78 | | March 1-31, 2024 | 369,517 | $161.95 | | Total | 964,002 | $155.60 | - As of March 31, 2024, 3.2 million shares remained available for repurchase under the October 2023 program[157] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including indentures, offer letters, certifications, and XBRL financial statements - Includes Fourth Supplemental Indenture, Offer Letter Agreement, CEO/CFO certifications (Sarbanes-Oxley Act), and XBRL financial statements[158] SIGNATURES The report was duly signed on May 7, 2024, by Dava E. Ritchea, Chief Financial Officer of Affiliated Managers Group, Inc. - Report signed by Dava E. Ritchea, Chief Financial Officer, on May 7, 2024[160]