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(Mark One)
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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04-3218510
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(State or other jurisdiction
of incorporation or organization)
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(IRS Employer Identification Number)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Item 1.
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Financial Statements
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For the Three Months Ended June 30,
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For the Six Months Ended June 30,
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||||||||||||
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2016
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2017
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2016
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2017
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||||||||
Revenue
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$
|
554.1
|
|
|
$
|
570.9
|
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$
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1,099.5
|
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$
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1,115.2
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|
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||||||||
Operating expenses:
|
|
|
|
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|
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|
||||||||
Compensation and related expenses
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232.1
|
|
|
242.2
|
|
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458.7
|
|
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484.2
|
|
||||
Selling, general and administrative
|
96.6
|
|
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89.1
|
|
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192.5
|
|
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177.8
|
|
||||
Intangible amortization and impairments
|
28.6
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|
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22.0
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|
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55.3
|
|
|
43.9
|
|
||||
Depreciation and other amortization
|
5.0
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|
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4.9
|
|
|
10.0
|
|
|
10.1
|
|
||||
Other operating expenses (net)
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10.0
|
|
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11.8
|
|
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22.5
|
|
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21.7
|
|
||||
Total operating expense (net)
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372.3
|
|
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370.0
|
|
|
739.0
|
|
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737.7
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|
||||
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181.8
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|
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200.9
|
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360.5
|
|
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377.5
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|
||||
Income from equity method investments
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65.2
|
|
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75.0
|
|
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133.2
|
|
|
160.9
|
|
||||
Operating income
|
247.0
|
|
|
275.9
|
|
|
493.7
|
|
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538.4
|
|
||||
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|
|
|
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||||||||
Non-operating (income) and expenses:
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|
|
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||||||||
Investment and other income
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(11.6
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)
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(15.7
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)
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(15.6
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)
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(29.2
|
)
|
||||
Interest expense
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21.9
|
|
|
22.4
|
|
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44.0
|
|
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44.3
|
|
||||
Imputed interest expense and contingent payment arrangements
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0.8
|
|
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2.3
|
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(1.1
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)
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3.1
|
|
||||
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11.1
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|
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9.0
|
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27.3
|
|
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18.2
|
|
||||
Income before income taxes
|
235.9
|
|
|
266.9
|
|
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466.4
|
|
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520.2
|
|
||||
Income taxes
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52.3
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|
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62.5
|
|
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109.4
|
|
|
122.2
|
|
||||
Net income
|
183.6
|
|
|
204.4
|
|
|
357.0
|
|
|
398.0
|
|
||||
Net income (non-controlling interests)
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(75.3
|
)
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(78.1
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)
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(144.7
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)
|
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(149.2
|
)
|
||||
Net income (controlling interest)
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$
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108.3
|
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$
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126.3
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$
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212.3
|
|
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$
|
248.8
|
|
Average shares outstanding (basic)
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53.8
|
|
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56.3
|
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53.9
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56.5
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|
||||
Average shares outstanding (diluted)
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56.7
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58.7
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56.7
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59.0
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||||
Earnings per share (basic)
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$
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2.01
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$
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2.24
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$
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3.94
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$
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4.40
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Earnings per share (diluted)
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$
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1.98
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$
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2.22
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$
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3.88
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$
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4.35
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Dividends per share
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$
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—
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$
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0.20
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$
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—
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$
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0.40
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For the Three Months Ended June 30,
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For the Six Months Ended June 30,
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||||||||||||
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2016
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2017
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2016
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|
2017
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||||||||
Net income
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$
|
183.6
|
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$
|
204.4
|
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$
|
357.0
|
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$
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398.0
|
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Other comprehensive income (loss):
|
|
|
|
|
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|
||||||||
Controlling interest:
|
|
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||||||||
Foreign currency translation gain (loss)
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(36.7
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)
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20.2
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(33.8
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)
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31.5
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|
||||
Change in net realized and unrealized gain (loss) on derivative securities, net of tax
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0.9
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(1.3
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)
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(0.1
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)
|
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(1.9
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)
|
||||
Change in net unrealized gain (loss) on investment securities, net of tax
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(13.8
|
)
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(4.6
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)
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(24.3
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)
|
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(1.1
|
)
|
||||
Other comprehensive income (loss) (controlling interest)
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(49.6
|
)
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14.3
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(58.2
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)
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28.5
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|
||||
Non-controlling interest:
|
|
|
|
|
|
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|
||||||||
Foreign currency translation gain (loss)
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(17.2
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)
|
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6.7
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(22.1
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)
|
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7.6
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|
||||
Change in net realized and unrealized gain (loss) on derivative securities, net of tax
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(0.6
|
)
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0.7
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(0.7
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)
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1.0
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|
||||
Change in net unrealized gain (loss) on investment securities, net of tax
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(0.2
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)
|
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0.6
|
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(0.5
|
)
|
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2.0
|
|
||||
Other comprehensive income (loss) (non-controlling interest)
|
(18.0
|
)
|
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8.0
|
|
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(23.3
|
)
|
|
10.6
|
|
||||
Other comprehensive income (loss)
|
(67.6
|
)
|
|
22.3
|
|
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(81.5
|
)
|
|
39.1
|
|
||||
Comprehensive income
|
116.0
|
|
|
226.7
|
|
|
275.5
|
|
|
437.1
|
|
||||
Comprehensive income (non-controlling interests)
|
(57.3
|
)
|
|
(86.1
|
)
|
|
(121.4
|
)
|
|
(159.8
|
)
|
||||
Comprehensive income (controlling interest)
|
$
|
58.7
|
|
|
$
|
140.6
|
|
|
$
|
154.1
|
|
|
$
|
277.3
|
|
|
December 31,
2016 |
|
June 30,
2017 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
430.8
|
|
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$
|
364.6
|
|
Receivables
|
383.3
|
|
|
440.3
|
|
||
Investments in marketable securities
|
122.4
|
|
|
103.6
|
|
||
Other investments
|
147.5
|
|
|
151.8
|
|
||
Fixed assets (net)
|
110.1
|
|
|
109.7
|
|
||
Goodwill
|
2,628.1
|
|
|
2,647.5
|
|
||
Acquired client relationships (net)
|
1,497.4
|
|
|
1,476.1
|
|
||
Equity method investments in Affiliates
|
3,368.3
|
|
|
3,278.7
|
|
||
Other assets
|
61.2
|
|
|
60.0
|
|
||
Total assets
|
$
|
8,749.1
|
|
|
$
|
8,632.3
|
|
Liabilities and Equity
|
|
|
|
||||
Payables and accrued liabilities
|
$
|
729.3
|
|
|
$
|
618.3
|
|
Senior bank debt
|
868.6
|
|
|
788.8
|
|
||
Senior notes
|
939.4
|
|
|
940.6
|
|
||
Convertible securities
|
301.6
|
|
|
303.0
|
|
||
Deferred income taxes
|
660.8
|
|
|
677.0
|
|
||
Other liabilities
|
149.4
|
|
|
203.6
|
|
||
Total liabilities
|
3,649.1
|
|
|
3,531.3
|
|
||
Commitments and contingencies (Note 5)
|
|
|
|
|
|
||
Redeemable non-controlling interests
|
673.5
|
|
|
730.6
|
|
||
Equity:
|
|
|
|
||||
Common stock ($0.01 par value, 153.0 shares authorized; 58.5 shares outstanding in 2016 and 2017)
|
0.6
|
|
|
0.6
|
|
||
Additional paid-in capital
|
1,073.5
|
|
|
912.3
|
|
||
Accumulated other comprehensive loss
|
(122.9
|
)
|
|
(94.4
|
)
|
||
Retained earnings
|
3,054.4
|
|
|
3,280.3
|
|
||
|
4,005.6
|
|
|
4,098.8
|
|
||
Less: Treasury stock, at cost (1.8 shares in 2016 and 2.6 shares in 2017)
|
(386.0
|
)
|
|
(498.8
|
)
|
||
Total stockholders' equity
|
3,619.6
|
|
|
3,600.0
|
|
||
Non-controlling interests
|
806.9
|
|
|
770.4
|
|
||
Total equity
|
4,426.5
|
|
|
4,370.4
|
|
||
Total liabilities and equity
|
$
|
8,749.1
|
|
|
$
|
8,632.3
|
|
|
|
|
Total Stockholders’ Equity
|
|
|
|
|
|||||||||||||||||||||||
|
Shares Outstanding
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Treasury
Stock at
Cost
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
|||||||||||||||
December 31, 2015
|
55.8
|
|
|
$
|
0.6
|
|
|
$
|
694.9
|
|
|
$
|
(18.1
|
)
|
|
$
|
2,581.6
|
|
|
$
|
(421.9
|
)
|
|
$
|
932.0
|
|
|
$
|
3,769.1
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
212.3
|
|
|
—
|
|
|
144.7
|
|
|
357.0
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.2
|
)
|
|
—
|
|
|
—
|
|
|
(23.3
|
)
|
|
(81.5
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
20.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
|||||||
Common stock issued under share-based incentive plans
|
—
|
|
|
—
|
|
|
(29.5
|
)
|
|
—
|
|
|
—
|
|
|
30.7
|
|
|
—
|
|
|
1.2
|
|
|||||||
Share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.4
|
)
|
|
—
|
|
|
(33.4
|
)
|
|||||||
Issuance costs and other
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|||||||
Affiliate equity activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Affiliate equity expense
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
11.5
|
|
|||||||
Issuances
|
—
|
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
5.5
|
|
|||||||
Repurchases
|
—
|
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
13.1
|
|
|||||||
Changes in redemption value of Redeemable non-controlling interests
|
—
|
|
|
—
|
|
|
(68.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68.7
|
)
|
|||||||
Transfers to Redeemable non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.3
|
)
|
|
(20.3
|
)
|
|||||||
Capital contributions by Affiliate equity holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(189.0
|
)
|
|
(189.0
|
)
|
|||||||
June 30, 2016
|
55.8
|
|
|
$
|
0.6
|
|
|
$
|
625.1
|
|
|
$
|
(76.3
|
)
|
|
$
|
2,793.9
|
|
|
$
|
(424.6
|
)
|
|
$
|
865.8
|
|
|
$
|
3,784.5
|
|
|
|
|
Total Stockholders’ Equity
|
|
|
|
|
|||||||||||||||||||||||
|
Shares Outstanding
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Treasury
Stock at
Cost
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
|||||||||||||||
December 31, 2016
|
58.5
|
|
|
$
|
0.6
|
|
|
$
|
1,073.5
|
|
|
$
|
(122.9
|
)
|
|
$
|
3,054.4
|
|
|
$
|
(386.0
|
)
|
|
$
|
806.9
|
|
|
$
|
4,426.5
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248.8
|
|
|
—
|
|
|
149.2
|
|
|
398.0
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
28.5
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|
39.1
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
19.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.7
|
|
|||||||
Common stock issued under share-based incentive plans
|
—
|
|
|
—
|
|
|
(79.1
|
)
|
|
—
|
|
|
—
|
|
|
89.4
|
|
|
—
|
|
|
10.3
|
|
|||||||
Share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(202.2
|
)
|
|
—
|
|
|
(202.2
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
|||||||
Issuance costs and other
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||||
Affiliate equity activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Affiliate equity expense
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.4
|
|
|
28.5
|
|
|||||||
Issuances
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
2.3
|
|
|||||||
Repurchases
|
—
|
|
|
—
|
|
|
33.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.8
|
|
|||||||
Changes in redemption value of Redeemable non-controlling interests
|
—
|
|
|
—
|
|
|
(142.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142.8
|
)
|
|||||||
Transfers to Redeemable non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47.2
|
)
|
|
(47.2
|
)
|
|||||||
Capital contributions by Affiliate equity holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
5.6
|
|
|||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178.6
|
)
|
|
(178.6
|
)
|
|||||||
June 30, 2017
|
58.5
|
|
|
$
|
0.6
|
|
|
$
|
912.3
|
|
|
$
|
(94.4
|
)
|
|
$
|
3,280.3
|
|
|
$
|
(498.8
|
)
|
|
$
|
770.4
|
|
|
$
|
4,370.4
|
|
|
For the Six Months Ended June 30,
|
||||||
|
2016
|
|
2017
|
||||
Cash flow from (used in) operating activities:
|
|
|
|
||||
Net income
|
$
|
357.0
|
|
|
$
|
398.0
|
|
Adjustments to reconcile Net income to net Cash flow from operating activities:
|
|
|
|
||||
Intangible amortization and impairments
|
55.3
|
|
|
43.9
|
|
||
Depreciation and other amortization
|
10.0
|
|
|
10.1
|
|
||
Deferred income tax provision
|
50.4
|
|
|
56.0
|
|
||
Income from equity method investments, net of amortization
|
(133.2
|
)
|
|
(160.9
|
)
|
||
Distributions of earnings received from equity method investments
|
205.1
|
|
|
283.5
|
|
||
Amortization of issuance costs
|
2.4
|
|
|
2.3
|
|
||
Share-based compensation and Affiliate equity expense
|
33.2
|
|
|
48.2
|
|
||
Other non-cash items
|
(5.0
|
)
|
|
(21.9
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Purchases of trading securities by Affiliate sponsored consolidated products
|
(41.8
|
)
|
|
(16.4
|
)
|
||
Sales of trading securities by Affiliate sponsored consolidated products
|
40.0
|
|
|
15.0
|
|
||
Increase in receivables
|
(50.0
|
)
|
|
(75.8
|
)
|
||
Increase in other assets
|
(5.8
|
)
|
|
(4.0
|
)
|
||
Decrease in payables, accrued liabilities and other liabilities
|
(176.2
|
)
|
|
(134.0
|
)
|
||
Cash flow from operating activities
|
341.4
|
|
|
444.0
|
|
||
Cash flow from (used in) investing activities:
|
|
|
|
||||
Investments in Affiliates
|
(551.4
|
)
|
|
(30.3
|
)
|
||
Purchase of fixed assets
|
(8.6
|
)
|
|
(7.2
|
)
|
||
Purchase of investment securities
|
(8.0
|
)
|
|
(13.6
|
)
|
||
Sale of investment securities
|
28.0
|
|
|
52.1
|
|
||
Cash flow from (used in) investing activities
|
(540.0
|
)
|
|
1.0
|
|
||
Cash flow from (used in) financing activities:
|
|
|
|
||||
Borrowings of senior debt
|
585.0
|
|
|
205.0
|
|
||
Repayments of senior debt
|
(330.0
|
)
|
|
(285.0
|
)
|
||
Issuance of common stock
|
7.7
|
|
|
29.5
|
|
||
Dividends paid on common stock
|
—
|
|
|
(22.6
|
)
|
||
Repurchase of common stock
|
(33.4
|
)
|
|
(170.2
|
)
|
||
Distributions to non-controlling interests
|
(189.0
|
)
|
|
(178.6
|
)
|
||
Affiliate equity issuances and repurchases
|
(71.7
|
)
|
|
(77.1
|
)
|
||
Settlement of forward equity sale agreement
|
—
|
|
|
5.2
|
|
||
Other financing items
|
17.0
|
|
|
(23.4
|
)
|
||
Cash flow used in financing activities
|
(14.4
|
)
|
|
(517.2
|
)
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(15.7
|
)
|
|
6.0
|
|
||
Net decrease in cash and cash equivalents
|
(228.7
|
)
|
|
(66.2
|
)
|
||
Cash and cash equivalents at beginning of period
|
563.8
|
|
|
430.8
|
|
||
Net cash inflows upon the consolidation and deconsolidation of Affiliate sponsored products
|
25.3
|
|
|
—
|
|
||
Cash and cash equivalents at end of period
|
$
|
360.4
|
|
|
$
|
364.6
|
|
1.
|
Basis of Presentation and Use of Estimates
|
2.
|
Recent Accounting Developments
|
3.
|
Investments in Marketable Securities
|
|
Available-for-Sale
|
|
Trading
|
||||||||||||
|
December 31,
2016 |
|
June 30,
2017 |
|
December 31,
2016 |
|
June 30,
2017 |
||||||||
Cost
|
$
|
66.1
|
|
|
$
|
36.0
|
|
|
$
|
34.4
|
|
|
$
|
43.2
|
|
Unrealized gains
|
17.6
|
|
|
17.5
|
|
|
6.6
|
|
|
8.0
|
|
||||
Unrealized losses
|
(1.8
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(1.1
|
)
|
||||
Fair Value
|
$
|
81.9
|
|
|
$
|
53.5
|
|
|
$
|
40.5
|
|
|
$
|
50.1
|
|
4.
|
Investments in Affiliates and Affiliate Sponsored Investment Products
|
|
December 31, 2016
|
|
June 30, 2017
|
||||||||||||
|
Unconsolidated
VIE Net Assets |
|
Carrying Value and
Maximum Exposure to Loss |
|
Unconsolidated
VIE Net Assets |
|
Carrying Value and
Maximum Exposure to Loss |
||||||||
Affiliates accounted for under the Equity Method
|
$
|
1,047.6
|
|
|
$
|
2,846.8
|
|
|
$
|
895.2
|
|
|
$
|
2,753.3
|
|
|
December 31, 2016
|
|
June 30, 2017
|
||||||||||||
|
Unconsolidated
VIE Net Assets
|
|
Carrying Value and
Maximum Exposure
to Loss
|
|
Unconsolidated
VIE Net Assets
|
|
Carrying Value and
Maximum Exposure
to Loss
|
||||||||
Affiliate sponsored investment products
|
$
|
1,756.6
|
|
|
$
|
9.4
|
|
|
$
|
1,919.4
|
|
|
$
|
10.1
|
|
5.
|
Commitments and Contingencies
|
6.
|
Fair Value Measurements
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
December 31,
2016 |
|
|||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Other Unobservable Inputs (Level 3)
|
|||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
64.1
|
|
|
$
|
64.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments in marketable securities
(1)
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
40.5
|
|
|
40.5
|
|
|
—
|
|
|
—
|
|
||||
Available-for-sale securities
|
81.9
|
|
|
81.9
|
|
|
—
|
|
|
—
|
|
||||
Other investments
|
3.4
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
(2)
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||
Financial Liabilities
(2)
|
|
|
|
|
|
|
|
||||||||
Contingent payment arrangements
|
$
|
8.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.6
|
|
Affiliate equity obligations
|
12.1
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
||||
Foreign currency forward contracts
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
June 30,
2017 |
|
|||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Other Unobservable Inputs (Level 3)
|
|||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
33.0
|
|
|
$
|
33.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments in marketable securities
(1)
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
50.1
|
|
|
50.1
|
|
|
—
|
|
|
—
|
|
||||
Available-for-sale securities
|
53.5
|
|
|
53.5
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
(2)
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||
Financial Liabilities
(2)
|
|
|
|
|
|
|
|
||||||||
Contingent payment arrangements
|
$
|
7.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.8
|
|
Affiliate equity obligations
|
70.7
|
|
|
—
|
|
|
—
|
|
|
70.7
|
|
||||
Foreign currency forward contracts
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
(1)
|
Principally investments in equity securities.
|
(2)
|
Amounts are presented within Other assets or Other liabilities.
|
|
For the Three Months Ended June 30,
|
|||||||||||||||
|
2016
|
2017
|
||||||||||||||
|
Contingent Payment Arrangements
|
|
Affiliate Equity Obligations
|
|
|
Contingent Payment Arrangements
|
|
Affiliate Equity Obligations
|
||||||||
Balance, beginning of period
|
$
|
7.8
|
|
|
$
|
35.6
|
|
|
|
$
|
8.9
|
|
|
$
|
91.5
|
|
Net (gains) losses
|
0.2
|
|
(1)
|
—
|
|
|
|
1.7
|
|
(1)
|
—
|
|
||||
Purchases and issuances
|
—
|
|
|
9.7
|
|
|
|
—
|
|
|
50.8
|
|
||||
Settlements and reductions
|
—
|
|
|
(18.3
|
)
|
|
|
(2.8
|
)
|
|
(71.6
|
)
|
||||
Balance, end of period
|
$
|
8.0
|
|
|
$
|
27.0
|
|
|
|
$
|
7.8
|
|
|
$
|
70.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net change in unrealized (gains) losses relating to instruments still held at the reporting date
|
$
|
0.2
|
|
(1)
|
$
|
—
|
|
|
|
$
|
1.7
|
|
(1)
|
$
|
—
|
|
|
For the Six Months Ended June 30,
|
|||||||||||||||
|
2016
|
|
|
2017
|
||||||||||||
|
Contingent Payment Arrangements
|
|
Affiliate Equity Obligations
|
|
|
Contingent Payment Arrangements
|
|
Affiliate Equity Obligations
|
||||||||
Balance, beginning of period
|
$
|
10.2
|
|
|
$
|
62.3
|
|
|
|
$
|
8.6
|
|
|
$
|
12.1
|
|
Net (gains) losses
|
(2.2
|
)
|
(1)
|
—
|
|
|
|
2.0
|
|
(1)
|
—
|
|
||||
Purchases and issuances
|
—
|
|
|
39.8
|
|
|
|
—
|
|
|
150.4
|
|
||||
Settlements and reductions
|
—
|
|
|
(75.1
|
)
|
|
|
(2.8
|
)
|
|
(91.8
|
)
|
||||
Balance, end of period
|
$
|
8.0
|
|
|
$
|
27.0
|
|
|
|
$
|
7.8
|
|
|
$
|
70.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net change in unrealized (gains) losses relating to instruments still held at the reporting date
|
$
|
(2.2
|
)
|
(1)
|
$
|
—
|
|
|
|
2.0
|
|
(1)
|
$
|
—
|
|
(1)
|
Accretion and changes in the expected value of the Company’s contingent payment arrangements are recorded in Imputed interest expense and contingent payment arrangements.
|
|
Quantitative Information About Level 3 Fair Value Measurements
|
||||||||||||||
|
Valuation
Techniques
|
|
Unobservable
Input
|
|
Fair Value at
December 31, 2016 |
|
Range at
December 31, 2016 |
|
Fair Value at June 30, 2017
|
|
Range at
June 30, 2017
|
||||
Contingent payment arrangements
|
Discounted cash flow
|
|
Growth rates
|
|
$
|
8.6
|
|
|
3% - 8%
|
|
$
|
7.8
|
|
|
8% - 9%
|
|
|
|
Discount rates
|
|
|
|
|
14% - 15%
|
|
|
|
|
14% - 15%
|
||
Affiliate equity obligations
|
Discounted cash flow
|
|
Growth rates
|
|
12.1
|
|
|
4% - 10%
|
|
70.7
|
|
|
1% - 10%
|
||
|
|
|
Discount rates
|
|
|
|
|
15% - 16%
|
|
|
|
|
12% - 16%
|
|
December 31, 2016
|
|
June 30, 2017
|
||||||||||||
Category of Investment
|
Fair Value
|
|
Unfunded
Commitments
|
|
Fair Value
|
|
Unfunded
Commitments
|
||||||||
Private equity funds
(1)
|
$
|
137.8
|
|
|
$
|
92.2
|
|
|
$
|
147.3
|
|
|
$
|
92.1
|
|
Other funds
(2)
|
9.7
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
||||
Other investments
|
$
|
147.5
|
|
|
$
|
92.2
|
|
|
$
|
151.8
|
|
|
$
|
92.1
|
|
(1)
|
The Company uses NAV as a practical expedient one quarter in arrears (adjusted for current period calls and distributions)to determine the fair value. These funds primarily invest in a broad range of private equity funds, as well as making direct investments. Distributions will be received as the underlying assets are liquidated over the life of the funds, which is generally up to
15 years
.
|
(2)
|
These are multi-disciplinary funds that invest across various asset classes and strategies, including long/short equity, credit and real estate. Investments are generally redeemable on a daily, monthly or quarterly basis.
|
|
December 31, 2016
|
|
June 30, 2017
|
|
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Fair Value Hierarchy
|
||||||||
Senior notes
|
$
|
945.1
|
|
|
$
|
936.0
|
|
|
$
|
945.4
|
|
|
$
|
968.5
|
|
|
Level 2
|
Convertible securities
|
307.5
|
|
|
466.9
|
|
|
308.6
|
|
|
510.5
|
|
|
Level 2
|
7.
|
Goodwill and Acquired Client Relationships
|
|
|
Goodwill
|
||
|
|
Total
|
||
Balance, as of December 31, 2016
|
|
$
|
2,628.1
|
|
Foreign currency translation
|
|
19.4
|
|
|
Balance, as of June 30, 2017
|
|
$
|
2,647.5
|
|
|
Acquired Client Relationships
|
||||||||||||||||||
|
Definite-lived
|
|
Indefinite-lived
|
|
Total
|
||||||||||||||
|
Gross Book
Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Net Book
Value
|
|
Net Book
Value
|
||||||||||
Balance, as of December 31, 2016
|
$
|
1,290.0
|
|
|
$
|
(788.1
|
)
|
|
$
|
501.9
|
|
|
$
|
995.5
|
|
|
$
|
1,497.4
|
|
Intangible amortization and impairments
|
—
|
|
|
(43.9
|
)
|
|
(43.9
|
)
|
|
—
|
|
|
(43.9
|
)
|
|||||
Foreign currency translation
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|
19.4
|
|
|
22.6
|
|
|||||
Balance, as of June 30, 2017
|
$
|
1,293.2
|
|
|
$
|
(832.0
|
)
|
|
$
|
461.2
|
|
|
$
|
1,014.9
|
|
|
$
|
1,476.1
|
|
8.
|
Equity Method Investments in Affiliates
|
|
Total
|
||
Balance, as of December 31, 2016
|
$
|
3,368.3
|
|
Equity method earnings
|
206.7
|
|
|
Equity method intangible amortization
|
(45.8
|
)
|
|
Distributions of earnings from equity method investments
|
(283.5
|
)
|
|
Investments
|
29.8
|
|
|
Foreign currency translation
|
3.6
|
|
|
Other
|
(0.4
|
)
|
|
Balance, as of June 30, 2017
|
$
|
3,278.7
|
|
|
Total
|
||
Consideration paid
|
$
|
551.0
|
|
|
|
||
Definite-lived acquired client relationships
|
$
|
223.1
|
|
Indefinite-lived acquired client relationships
|
7.3
|
|
|
Deferred tax liability
|
(32.0
|
)
|
|
Goodwill
|
352.6
|
|
|
|
$
|
551.0
|
|
9.
|
Related Party Transactions
|
10.
|
Share-Based Compensation
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
Share-based compensation
|
$
|
10.8
|
|
|
$
|
10.3
|
|
|
$
|
20.0
|
|
|
$
|
19.7
|
|
Tax benefit
|
4.2
|
|
|
4.0
|
|
|
7.7
|
|
|
7.6
|
|
|
Stock Options
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Life
(years)
|
|||
Unexercised options outstanding - December 31, 2016
|
1.4
|
|
|
$
|
108.53
|
|
|
|
Options granted
|
0.0
|
|
|
152.36
|
|
|
|
|
Options exercised
|
(0.6
|
)
|
|
96.52
|
|
|
|
|
Options forfeited
|
0.0
|
|
|
140.26
|
|
|
|
|
Unexercised options outstanding - June 30, 2017
|
0.8
|
|
|
116.71
|
|
|
3.6
|
|
Exercisable at June 30, 2017
|
0.4
|
|
|
107.81
|
|
|
1.6
|
|
|
For the Six Months Ended June 30,
|
||||
|
|
2016
|
|
2017
|
||
Dividend yield
|
|
—
|
%
|
|
0.5
|
%
|
Expected volatility
|
|
30.6
|
%
|
|
30.1
|
%
|
Risk-free interest rate
|
|
1.6
|
%
|
|
2.2
|
%
|
Expected life of options (in years)
|
|
5.7
|
|
|
5.7
|
|
Forfeiture rate
|
|
—
|
%
|
|
—
|
%
|
|
Restricted
Stock Units
|
|
Weighted
Average
Grant Date
Value
|
|||
Unvested units - December 31, 2016
|
0.6
|
|
|
$
|
168.84
|
|
Units granted
|
0.2
|
|
|
152.89
|
|
|
Units vested
|
(0.2
|
)
|
|
167.72
|
|
|
Units forfeited
|
(0.0
|
)
|
|
170.52
|
|
|
Unvested units - June 30, 2017
|
0.6
|
|
|
162.92
|
|
11.
|
Redeemable Non-Controlling Interests
|
|
|
Redeemable Non-controlling interests
|
||
Balance, as of December 31, 2016
|
|
$
|
673.5
|
|
Changes attributable to consolidated products
|
|
6.2
|
|
|
Repurchases of redeemable Affiliate equity
|
|
(139.1
|
)
|
|
Transfers from non-controlling interests
|
|
47.2
|
|
|
Changes in redemption value
|
|
142.8
|
|
|
Balance, as of June 30, 2017
|
|
$
|
730.6
|
|
12.
|
Affiliate Equity
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
Controlling interest
|
$
|
2.4
|
|
|
$
|
3.1
|
|
|
$
|
4.5
|
|
|
$
|
7.1
|
|
Non-controlling interests
|
4.8
|
|
|
8.8
|
|
|
8.7
|
|
|
21.4
|
|
||||
Total
|
$
|
7.2
|
|
|
$
|
11.9
|
|
|
$
|
13.2
|
|
|
$
|
28.5
|
|
|
Controlling Interest
|
|
Remaining Life
|
|
Non-controlling Interests
|
|
Remaining Life
|
||||
December 31, 2016
|
$
|
31.3
|
|
|
4 years
|
|
$
|
70.7
|
|
|
5 years
|
June 30, 2017
|
32.8
|
|
|
4 years
|
|
83.8
|
|
|
5 years
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
Net income (controlling interest)
|
$
|
108.3
|
|
|
$
|
126.3
|
|
|
$
|
212.3
|
|
|
$
|
248.8
|
|
Increase / (decrease) in controlling interest paid-in capital from purchases and sales of Affiliate equity issuances
|
(2.5
|
)
|
|
0.9
|
|
|
(3.4
|
)
|
|
(0.3
|
)
|
||||
Decrease in controlling interest paid-in capital related to Affiliate equity repurchases
|
(3.8
|
)
|
|
(16.5
|
)
|
|
(21.3
|
)
|
|
(69.1
|
)
|
||||
Net income attributable to controlling interest and transfers from Non-controlling interests
|
$
|
102.0
|
|
|
$
|
110.7
|
|
|
$
|
187.6
|
|
|
$
|
179.4
|
|
13.
|
Income Taxes
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
Controlling interest:
|
|
|
|
|
|
|
|
||||||||
Current tax
|
$
|
27.2
|
|
|
$
|
40.0
|
|
|
$
|
54.8
|
|
|
$
|
62.4
|
|
Intangible-related deferred taxes
|
21.3
|
|
|
19.1
|
|
|
43.4
|
|
|
38.9
|
|
||||
Other deferred taxes
|
1.8
|
|
|
1.6
|
|
|
7.3
|
|
|
17.2
|
|
||||
Total controlling interest
|
50.3
|
|
|
60.7
|
|
|
105.5
|
|
|
118.5
|
|
||||
Non-controlling interests:
|
|
|
|
|
|
|
|
||||||||
Current tax
|
$
|
2.2
|
|
|
$
|
1.9
|
|
|
$
|
4.2
|
|
|
$
|
3.8
|
|
Deferred taxes
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
||||
Total non-controlling interests
|
2.0
|
|
|
1.8
|
|
|
3.9
|
|
|
3.7
|
|
||||
Provision for income taxes
|
$
|
52.3
|
|
|
$
|
62.5
|
|
|
$
|
109.4
|
|
|
$
|
122.2
|
|
Income before income taxes (controlling interest)
|
$
|
158.7
|
|
|
$
|
187.0
|
|
|
$
|
317.8
|
|
|
$
|
367.3
|
|
Effective tax rate attributable to controlling interest
(1)
|
31.7
|
%
|
|
32.5
|
%
|
|
33.2
|
%
|
|
32.3
|
%
|
(1)
|
Taxes attributable to the controlling interest divided by Income before income taxes (controlling interest).
|
14.
|
Earnings Per Share
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income (controlling interest)
|
$
|
108.3
|
|
|
$
|
126.3
|
|
|
$
|
212.3
|
|
|
$
|
248.8
|
|
Interest expense on convertible securities, net of taxes
|
3.9
|
|
|
3.9
|
|
|
7.7
|
|
|
7.8
|
|
||||
Net income (controlling interest), as adjusted
|
$
|
112.2
|
|
|
$
|
130.2
|
|
|
$
|
220.0
|
|
|
$
|
256.6
|
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Average shares outstanding (basic)
|
53.8
|
|
|
56.3
|
|
|
53.9
|
|
|
56.5
|
|
||||
Effect of dilutive instruments:
|
|
|
|
|
|
|
|
||||||||
Stock options and restricted stock
|
0.7
|
|
|
0.2
|
|
|
0.6
|
|
|
0.3
|
|
||||
Junior convertible securities
|
2.2
|
|
|
2.2
|
|
|
2.2
|
|
|
2.2
|
|
||||
Average shares outstanding (diluted)
|
56.7
|
|
|
58.7
|
|
|
56.7
|
|
|
59.0
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||
Stock options and restricted stock units
|
0.2
|
|
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
15.
|
Comprehensive Income
|
|
For the Three Months Ended June 30,
|
||||||||||||||||||||||
|
2016
|
|
2017
|
||||||||||||||||||||
|
Pre-Tax
|
|
Tax Benefit
(Expense) |
|
Net of Tax
|
|
Pre-Tax
|
|
Tax Benefit
(Expense) |
|
Net of Tax
|
||||||||||||
Foreign currency translation adjustment
|
$
|
(53.9
|
)
|
|
$
|
—
|
|
|
$
|
(53.9
|
)
|
|
$
|
26.9
|
|
|
$
|
—
|
|
|
$
|
26.9
|
|
Change in net realized and unrealized gain (loss) on derivative securities
|
0.3
|
|
|
(0.0
|
)
|
|
0.3
|
|
|
(0.6
|
)
|
|
(0.0)
|
|
|
(0.6
|
)
|
||||||
Change in net unrealized gain (loss) on investment securities
|
(23.0
|
)
|
|
9.0
|
|
|
(14.0
|
)
|
|
(7.1
|
)
|
|
3.1
|
|
|
(4.0
|
)
|
||||||
Other comprehensive income (loss)
|
$
|
(76.6
|
)
|
|
$
|
9.0
|
|
|
$
|
(67.6
|
)
|
|
$
|
19.2
|
|
|
$
|
3.1
|
|
|
$
|
22.3
|
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||
|
2016
|
|
2017
|
||||||||||||||||||||
|
Pre-Tax
|
|
Tax Benefit
(Expense) |
|
Net of Tax
|
|
Pre-Tax
|
|
Tax Benefit
(Expense) |
|
Net of Tax
|
||||||||||||
Foreign currency translation adjustment
|
$
|
(55.9
|
)
|
|
$
|
—
|
|
|
$
|
(55.9
|
)
|
|
$
|
39.1
|
|
|
$
|
—
|
|
|
$
|
39.1
|
|
Change in net realized and unrealized gain (loss) on derivative securities
|
(0.8
|
)
|
|
(0.0
|
)
|
|
(0.8
|
)
|
|
(0.9
|
)
|
|
0.0
|
|
|
(0.9
|
)
|
||||||
Change in net unrealized gain (loss) on investment securities
|
(40.4
|
)
|
|
15.6
|
|
|
(24.8
|
)
|
|
0.2
|
|
|
0.7
|
|
|
0.9
|
|
||||||
Other comprehensive income (loss)
|
$
|
(97.1
|
)
|
|
$
|
15.6
|
|
|
$
|
(81.5
|
)
|
|
$
|
38.4
|
|
|
$
|
0.7
|
|
|
$
|
39.1
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Realized and
Unrealized Gains (Losses)
on Derivative
Securities
|
|
Unrealized
Gains (Losses)
on Investment
Securities
(1)
|
|
Total
|
||||||||
Balance, as of December 31, 2016
|
$
|
(213.9
|
)
|
|
$
|
0.4
|
|
|
$
|
9.8
|
|
|
$
|
(203.7
|
)
|
Other comprehensive gain (loss) before reclassifications
|
39.1
|
|
|
(0.8
|
)
|
|
10.6
|
|
|
48.9
|
|
||||
Amounts reclassified
|
—
|
|
|
(0.1
|
)
|
|
(9.7
|
)
|
|
(9.8
|
)
|
||||
Net other comprehensive gain (loss)
|
39.1
|
|
|
(0.9
|
)
|
|
0.9
|
|
|
39.1
|
|
||||
Balance, as of June 30, 2017
|
$
|
(174.8
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
10.7
|
|
|
$
|
(164.6
|
)
|
(1)
|
See Note 3 for amounts reclassified from Other comprehensive income (loss).
|
16.
|
Segment Information
|
17.
|
Subsequent Events
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
As of and for the Three Months Ended June 30,
|
|
|
|
As of and for the Six Months Ended June 30,
|
|
|
||||||||||||||
(in billions, except as noted)
|
|
2016
|
|
2017
|
|
% Change
|
|
2016
|
|
2017
|
|
% Change
|
||||||||||
Assets under management
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Affiliate assets under management
|
|
$
|
368.9
|
|
|
$
|
407.2
|
|
|
10
|
%
|
|
$
|
368.9
|
|
|
$
|
407.2
|
|
|
10
|
%
|
Equity method Affiliate assets under management
|
|
278.7
|
|
|
364.9
|
|
|
31
|
%
|
|
278.7
|
|
|
364.9
|
|
|
31
|
%
|
||||
Total
|
|
$
|
647.6
|
|
|
$
|
772.1
|
|
|
19
|
%
|
|
$
|
647.6
|
|
|
$
|
772.1
|
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average assets under management
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Affiliate average assets under management
|
|
$
|
373.5
|
|
|
$
|
401.4
|
|
|
7
|
%
|
|
$
|
368.7
|
|
|
$
|
394.2
|
|
|
7
|
%
|
Equity method Affiliate average assets under management
|
|
272.8
|
|
|
363.0
|
|
|
33
|
%
|
|
267.7
|
|
|
360.3
|
|
|
35
|
%
|
||||
Total
|
|
$
|
646.3
|
|
|
$
|
764.4
|
|
|
18
|
%
|
|
$
|
636.4
|
|
|
$
|
754.5
|
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue (in millions)
|
|
$
|
554.1
|
|
|
$
|
570.9
|
|
|
3
|
%
|
|
$
|
1,099.5
|
|
|
$
|
1,115.2
|
|
|
1
|
%
|
Equity method revenue (in millions)
(2)
|
|
443.3
|
|
|
653.5
|
|
|
47
|
%
|
|
894.0
|
|
|
1,473.2
|
|
|
65
|
%
|
(1)
|
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 Consolidated Financial Statements. Average assets under management provides a more meaningful relationship to our financial and operating results as it reflects both the particular billing patterns of Affiliate sponsored products and client accounts and corresponds with the timing of the inclusion of an Affiliate's financial results in our Consolidated Financial Statements.
|
(2)
|
Equity method revenue primarily consists of asset based and performance fees earned by our equity method Affiliates.
|
By Strategy
|
|
By Client Type
|
(1)
|
Alternatives primarily include assets under management in long and short public equity, control equity, managed futures, multi-strategy, and other alternative and hedge fund strategies, as well as energy and infrastructure investments and primary and secondary private equity strategies. Alternative strategies generate earnings from (i) management fees from products subject to lock-ups or similar restrictions, (ii) management fees from products not subject to such restrictions and/or (iii) performance fees and carried interest.
|
(2)
|
Global equities include emerging markets strategies, which accounted for 10% of our overall assets under management as of June 30, 2017.
|
(in billions)
|
Alternatives
|
|
Global Equities
|
|
U.S. Equities
|
|
Multi-asset & Other
|
|
Total
|
||||||||||
March 31, 2017
|
$
|
290.6
|
|
|
$
|
252.6
|
|
|
$
|
110.9
|
|
|
$
|
99.4
|
|
|
$
|
753.5
|
|
Client cash inflows and commitments
|
14.3
|
|
|
10.0
|
|
|
3.4
|
|
|
4.5
|
|
|
32.2
|
|
|||||
Client cash outflows and realizations
|
(9.6
|
)
|
|
(9.8
|
)
|
|
(6.6
|
)
|
|
(4.4
|
)
|
|
(30.4
|
)
|
|||||
Net client cash flows
|
4.7
|
|
|
0.2
|
|
|
(3.2
|
)
|
|
0.1
|
|
|
1.8
|
|
|||||
Market changes
|
(0.8
|
)
|
|
12.7
|
|
|
2.9
|
|
|
0.8
|
|
|
15.6
|
|
|||||
Foreign exchange
(1)
|
1.8
|
|
|
2.6
|
|
|
0.1
|
|
|
0.5
|
|
|
5.0
|
|
|||||
Other
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(3.6
|
)
|
|
(3.8
|
)
|
|||||
June 30, 2017
|
$
|
296.3
|
|
|
$
|
267.9
|
|
|
$
|
110.7
|
|
|
$
|
97.2
|
|
|
$
|
772.1
|
|
(in billions)
|
Institutional
|
|
Retail
|
|
High Net Worth
|
|
Total
|
||||||||
March 31, 2017
|
$
|
444.8
|
|
|
$
|
201.6
|
|
|
$
|
107.1
|
|
|
$
|
753.5
|
|
Client cash inflows and commitments
|
16.4
|
|
|
11.5
|
|
|
4.3
|
|
|
32.2
|
|
||||
Client cash outflows and realizations
|
(15.0
|
)
|
|
(11.9
|
)
|
|
(3.5
|
)
|
|
(30.4
|
)
|
||||
Net client cash flows
|
1.4
|
|
|
(0.4
|
)
|
|
0.8
|
|
|
1.8
|
|
||||
Market changes
|
8.6
|
|
|
4.2
|
|
|
2.8
|
|
|
15.6
|
|
||||
Foreign exchange
(1)
|
2.9
|
|
|
1.8
|
|
|
0.3
|
|
|
5.0
|
|
||||
Other
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(3.4
|
)
|
|
(3.8
|
)
|
||||
June 30, 2017
|
$
|
457.4
|
|
|
$
|
207.1
|
|
|
$
|
107.6
|
|
|
$
|
772.1
|
|
(in billions)
|
Alternatives
|
|
Global Equities
|
|
U.S. Equities
|
|
Multi-asset & Other
|
|
Total
|
||||||||||
December 31, 2016
|
$
|
252.4
|
|
|
$
|
233.9
|
|
|
$
|
110.1
|
|
|
$
|
92.3
|
|
|
$
|
688.7
|
|
Client cash inflows and commitments
|
26.5
|
|
|
17.8
|
|
|
6.8
|
|
|
9.0
|
|
|
60.1
|
|
|||||
Client cash outflows and realizations
|
(17.6
|
)
|
|
(18.6
|
)
|
|
(14.6
|
)
|
|
(8.7
|
)
|
|
(59.5
|
)
|
|||||
Net client cash flows
|
8.9
|
|
|
(0.8
|
)
|
|
(7.8
|
)
|
|
0.3
|
|
|
0.6
|
|
|||||
New investments
|
30.6
|
|
|
1.5
|
|
|
—
|
|
|
3.3
|
|
|
35.4
|
|
|||||
Market changes
|
2.7
|
|
|
30.1
|
|
|
8.3
|
|
|
4.2
|
|
|
45.3
|
|
|||||
Foreign exchange
(1)
|
2.7
|
|
|
3.7
|
|
|
0.1
|
|
|
0.7
|
|
|
7.2
|
|
|||||
Other
|
(1.0
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(3.6
|
)
|
|
(5.1
|
)
|
|||||
June 30, 2017
|
$
|
296.3
|
|
|
$
|
267.9
|
|
|
$
|
110.7
|
|
|
$
|
97.2
|
|
|
$
|
772.1
|
|
(in billions)
|
Institutional
|
|
Retail
|
|
High Net Worth
|
|
Total
|
||||||||
December 31, 2016
|
$
|
401.2
|
|
|
$
|
188.3
|
|
|
$
|
99.2
|
|
|
$
|
688.7
|
|
Client cash inflows and commitments
|
27.9
|
|
|
23.8
|
|
|
8.4
|
|
|
60.1
|
|
||||
Client cash outflows and realizations
|
(30.4
|
)
|
|
(22.1
|
)
|
|
(7.0
|
)
|
|
(59.5
|
)
|
||||
Net client cash flows
|
(2.5
|
)
|
|
1.7
|
|
|
1.4
|
|
|
0.6
|
|
||||
New Investments
|
31.0
|
|
|
1.2
|
|
|
3.2
|
|
|
35.4
|
|
||||
Market changes
|
24.8
|
|
|
13.5
|
|
|
7.0
|
|
|
45.3
|
|
||||
Foreign exchange
(1)
|
4.3
|
|
|
2.5
|
|
|
0.4
|
|
|
7.2
|
|
||||
Other
|
(1.4
|
)
|
|
(0.1
|
)
|
|
(3.6
|
)
|
|
(5.1
|
)
|
||||
June 30, 2017
|
$
|
457.4
|
|
|
$
|
207.1
|
|
|
$
|
107.6
|
|
|
$
|
772.1
|
|
(1)
|
Foreign exchange reflects the impact of translating non-U.S. dollar denominated assets under management into U.S. dollars for reporting purposes.
|
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
(in millions)
|
|
2016
|
|
2017
|
|
% Change
|
|
2016
|
|
2017
|
|
% Change
|
||||||||||
Revenue
|
|
$
|
554.1
|
|
|
$
|
570.9
|
|
|
3
|
%
|
|
$
|
1,099.5
|
|
|
$
|
1,115.2
|
|
|
1
|
%
|
Equity method revenue
(1)
|
|
443.3
|
|
|
653.5
|
|
|
47
|
%
|
|
894.0
|
|
|
1,473.2
|
|
|
65
|
%
|
(1)
|
Equity method revenue primarily consists of asset based and performance fees earned by our equity method Affiliates.
|
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
(in millions)
|
|
2016
|
|
2017
|
|
% Change
|
|
2016
|
|
2017
|
|
% Change
|
||||||||||
Net income (controlling interest)
|
|
$
|
108.3
|
|
|
$
|
126.3
|
|
|
17
|
%
|
|
$
|
212.3
|
|
|
$
|
248.8
|
|
|
17
|
%
|
Adjusted EBITDA (controlling interest)
(1)
|
|
220.3
|
|
|
254.8
|
|
|
16
|
%
|
|
436.1
|
|
|
498.6
|
|
|
14
|
%
|
||||
Economic net income (controlling interest)
(1)
|
|
167.4
|
|
|
188.7
|
|
|
13
|
%
|
|
326.7
|
|
|
371.9
|
|
|
14
|
%
|
(1)
|
Adjusted EBITDA (controlling interest) and Economic net income (controlling interest) are non-GAAP performance measures and are discussed in “Supplemental Financial Performance Measures.”
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
(in millions, except as noted)
|
2016
|
|
2017
|
|
% Change
|
|
2016
|
|
2017
|
|
% Change
|
||||||||||
Consolidated Affiliates average assets under management (in billions)
|
$
|
373.5
|
|
|
$
|
401.4
|
|
|
7
|
%
|
|
$
|
368.7
|
|
|
$
|
394.2
|
|
|
7
|
%
|
Revenue
|
$
|
554.1
|
|
|
$
|
570.9
|
|
|
3
|
%
|
|
$
|
1,099.5
|
|
|
$
|
1,115.2
|
|
|
1
|
%
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
|
% Change
|
|
% Change
|
||||||||||||||||||
(in millions)
|
2016
|
|
2017
|
|
|
2016
|
|
2017
|
|
||||||||||||
Compensation and related expenses
|
$
|
232.1
|
|
|
$
|
242.2
|
|
|
4
|
%
|
|
$
|
458.7
|
|
|
$
|
484.2
|
|
|
6%
|
|
Selling, general and administrative
|
96.6
|
|
|
89.1
|
|
|
(8
|
)%
|
|
192.5
|
|
|
177.8
|
|
|
(8)%
|
|
||||
Intangible amortization and impairments
|
28.6
|
|
|
22.0
|
|
|
(23
|
)%
|
|
55.3
|
|
|
43.9
|
|
|
(21)%
|
|
||||
Depreciation and other amortization
|
5.0
|
|
|
4.9
|
|
|
(2
|
)%
|
|
10.0
|
|
|
10.1
|
|
|
1 %
|
|
||||
Other operating expenses (net)
|
10.0
|
|
|
11.8
|
|
|
18
|
%
|
|
22.5
|
|
|
21.7
|
|
|
(4)%
|
|
||||
Total operating expenses
|
$
|
372.3
|
|
|
$
|
370.0
|
|
|
(1
|
)%
|
|
$
|
739.0
|
|
|
$
|
737.7
|
|
|
(0
|
)%
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
(in millions, except as noted)
|
2016
|
|
2017
|
|
% Change
|
|
2016
|
|
2017
|
|
% Change
|
||||||||||
Equity method earnings
|
$
|
80.0
|
|
|
$
|
99.0
|
|
|
24
|
%
|
|
$
|
162.2
|
|
|
$
|
206.7
|
|
|
27
|
%
|
Equity method intangible amortization
|
(14.8
|
)
|
|
(24.0
|
)
|
|
62
|
%
|
|
(29.0
|
)
|
|
(45.8
|
)
|
|
58
|
%
|
||||
Income from equity method investments
|
$
|
65.2
|
|
|
$
|
75.0
|
|
|
15
|
%
|
|
$
|
133.2
|
|
|
$
|
160.9
|
|
|
21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Measures
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity method Affiliates average assets under management (in billions)
|
$
|
272.8
|
|
|
$
|
363.0
|
|
|
33
|
%
|
|
$
|
267.7
|
|
|
$
|
360.3
|
|
|
35
|
%
|
Equity method revenue
|
$
|
443.3
|
|
|
$
|
653.5
|
|
|
47
|
%
|
|
$
|
894.0
|
|
|
$
|
1,473.2
|
|
|
65
|
%
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
(in millions)
|
2016
|
|
2017
|
|
% Change
|
|
2016
|
|
2017
|
|
% Change
|
||||||||||
Investment and other income
|
$
|
(11.6
|
)
|
|
$
|
(15.7
|
)
|
|
35
|
%
|
|
$
|
(15.6
|
)
|
|
$
|
(29.2
|
)
|
|
87
|
%
|
Interest expense
|
21.9
|
|
|
22.4
|
|
|
2
|
%
|
|
44.0
|
|
|
44.3
|
|
|
1
|
%
|
||||
Imputed interest expense and contingent payment arrangements
|
0.8
|
|
|
2.3
|
|
|
188
|
%
|
|
(1.1
|
)
|
|
3.1
|
|
|
N.M.
(1)
|
|
||||
Income taxes
|
52.3
|
|
|
62.5
|
|
|
20
|
%
|
|
109.4
|
|
|
122.2
|
|
|
12
|
%
|
(1)
|
Percentage change is not meaningful.
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
(in millions)
|
2016
|
|
2017
|
|
% Change
|
|
2016
|
|
2017
|
|
% Change
|
||||||||||
Net income
|
$
|
183.6
|
|
|
$
|
204.4
|
|
|
11
|
%
|
|
$
|
357.0
|
|
|
$
|
398.0
|
|
|
11
|
%
|
Net income (non-controlling interests)
|
75.3
|
|
|
78.1
|
|
|
4
|
%
|
|
144.7
|
|
|
149.2
|
|
|
3
|
%
|
||||
Net income (controlling interest)
|
108.3
|
|
|
126.3
|
|
|
17
|
%
|
|
212.3
|
|
|
248.8
|
|
|
17
|
%
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
Net income (controlling interest)
|
$
|
108.3
|
|
|
$
|
126.3
|
|
|
$
|
212.3
|
|
|
$
|
248.8
|
|
Interest expense
|
21.9
|
|
|
22.4
|
|
|
44.0
|
|
|
44.3
|
|
||||
Imputed interest expense and contingent payment arrangements
(1)
|
0.8
|
|
|
2.3
|
|
|
(1.1
|
)
|
|
3.1
|
|
||||
Income taxes
|
50.3
|
|
|
60.7
|
|
|
105.5
|
|
|
118.5
|
|
||||
Depreciation and other amortization
|
2.0
|
|
|
2.2
|
|
|
4.0
|
|
|
4.5
|
|
||||
Intangible amortization and impairments
(2)
|
37.0
|
|
|
40.9
|
|
|
71.4
|
|
|
79.4
|
|
||||
Adjusted EBITDA (controlling interest)
|
$
|
220.3
|
|
|
$
|
254.8
|
|
|
$
|
436.1
|
|
|
$
|
498.6
|
|
(1)
|
In the six months ended June 30, 2016, we adjusted our estimate of a contingent payment obligation and, accordingly, recorded a gain attributable to the controlling interest of $2.8 million. For the six months ended June 30, 2017, we adjusted our estimate of a contingent payment obligation and accordingly, recorded a loss attributable to the controlling interest of $1.4 million, all of which occurred in the three months ended June 30, 2017.
|
(2)
|
Our reported intangible amortization includes amortization attributable to our non-controlling interests. For our equity method Affiliates, we do not separately report intangible amortization in our Consolidated Statements of Income. Our share of these Affiliates’ amortization is reported in Income from equity method investments.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
Reported Intangible amortization and impairments
|
$
|
28.6
|
|
|
$
|
22.0
|
|
|
$
|
55.3
|
|
|
$
|
43.9
|
|
Intangible amortization (non-controlling interests)
|
(6.4
|
)
|
|
(5.1
|
)
|
|
(12.9
|
)
|
|
(10.3
|
)
|
||||
Equity method intangible amortization
|
14.8
|
|
|
24.0
|
|
|
29.0
|
|
|
45.8
|
|
||||
Total
|
$
|
37.0
|
|
|
$
|
40.9
|
|
|
$
|
71.4
|
|
|
$
|
79.4
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
(in millions, except per share data)
|
2016
|
|
2017
|
|
2015
|
|
2017
|
||||||||
Net income (controlling interest)
|
$
|
108.3
|
|
|
$
|
126.3
|
|
|
$
|
212.3
|
|
|
$
|
248.8
|
|
Intangible amortization and impairments
(1)
|
37.0
|
|
|
40.9
|
|
|
71.4
|
|
|
79.4
|
|
||||
Intangible-related deferred taxes
|
21.3
|
|
|
19.1
|
|
|
43.4
|
|
|
38.9
|
|
||||
Other economic items
(2)(3)
|
0.8
|
|
|
2.4
|
|
|
(0.4
|
)
|
|
4.8
|
|
||||
Economic net income (controlling interest)
|
$
|
167.4
|
|
|
$
|
188.7
|
|
|
$
|
326.7
|
|
|
$
|
371.9
|
|
Average shares outstanding (diluted)
|
56.7
|
|
|
58.7
|
|
|
56.7
|
|
|
59.0
|
|
||||
Assumed issuance of junior convertible securities shares
|
(2.2
|
)
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|
(2.2
|
)
|
||||
Average shares outstanding (adjusted diluted)
|
54.5
|
|
|
56.5
|
|
|
54.5
|
|
|
56.8
|
|
||||
Economic earnings per share
|
$
|
3.07
|
|
|
$
|
3.33
|
|
|
$
|
5.99
|
|
|
$
|
6.55
|
|
(1)
|
See note (2) to the table in “Adjusted EBITDA (controlling interest).”
|
(2)
|
For the three months ended
June 30, 2016
and 2017, Other economic items were net of income tax expense of $0.4 million and $0.8 million, respectively. For the six months ended June 30, 2016 and 2017, Other economic items were net of an income tax benefit of $0.2 million and income tax expense of $1.2 million, respectively.
|
(3)
|
For the six months ended June 30, 2016, we adjusted our estimate of a contingent payment obligation and, accordingly, recorded a gain attributable to the controlling interest of $2.8 million ($1.7 million net of tax). For the six months ended June 30, 2017, we adjusted our estimate of a contingent payment obligation and accordingly, recorded a loss attributable to the controlling interest of $1.4 million ($0.9 million net of tax), all of which occurred in the three months ended June 30, 2017.
|
(in millions)
|
December 31, 2016
|
|
June 30, 2017
|
||||
Senior bank debt
|
$
|
870.0
|
|
|
$
|
790.0
|
|
Senior notes
|
945.1
|
|
|
945.4
|
|
||
Convertible securities
|
307.5
|
|
|
308.6
|
|
|
|
|
Payments Due
|
||||||||||||||||
(in millions)
|
Total
|
|
Remainder of 2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
Contractual Obligations
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior bank debt
|
$
|
790.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
790.0
|
|
|
$
|
—
|
|
Senior notes
(2)
|
1,495.0
|
|
|
21.0
|
|
|
84.0
|
|
|
84.0
|
|
|
1,306.0
|
|
|||||
Junior convertible securities
|
885.7
|
|
|
11.1
|
|
|
44.4
|
|
|
44.4
|
|
|
785.8
|
|
|||||
Leases
(3)
|
205.8
|
|
|
19.1
|
|
|
67.2
|
|
|
58.5
|
|
|
61.0
|
|
|||||
Affiliate equity
|
70.7
|
|
|
70.0
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
3,447.2
|
|
|
$
|
121.2
|
|
|
$
|
196.3
|
|
|
$
|
976.9
|
|
|
$
|
2,152.8
|
|
Contingent Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Contingent payment obligations
(4)
|
$
|
8.9
|
|
|
$
|
1.6
|
|
|
$
|
7.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
This table does not include liabilities for commitments to co-invest in certain investment partnerships or uncertain tax positions of
$92.1 million
and $26.6 million, respectively, as of June 30, 2017, as we cannot predict when such obligations will be paid.
|
(2)
|
On July 12, 2017, the Company delivered a notice to redeem all $200.0 million principal amount outstanding of its 6.375% senior unsecured notes due 2042 at a redemption price equal to 100% of the principal amount. The Company will redeem the senior unsecured notes on August 15, 2017.
|
(3)
|
The controlling interest portion is $5.7 million through 2017, $22.7 million in 2018-2019, $19.7 million in 2020-2021 and $29.4 million thereafter.
|
(4)
|
The contingent payment obligations disclosed in the table represent our expected settlement amounts associated with our investments in new Affiliates. The maximum settlement amount through 2017 is $4.7 million, $187.0 million in 2018-2019 and none thereafter.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
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 of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Average Price Paid Per Share
|
|
Maximum Number of Shares that May Yet Be Purchased Under Outstanding Plans or Programs
(2)
|
|||||||
April 1-30, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
3,488,778
|
|
May 1-31, 2017
|
|
660,301
|
|
|
153.17
|
|
|
587,891
|
|
|
153.42
|
|
|
2,900,887
|
|
||
June 1-30, 2017
(3)
|
|
214,659
|
|
|
165.28
|
|
|
180,875
|
|
|
165.86
|
|
|
2,720,012
|
|
||
Total
|
|
874,960
|
|
|
156.14
|
|
|
768,766
|
|
|
156.35
|
|
|
|
(1)
|
Includes shares surrendered to the Company to satisfy tax withholding and/or option exercise price obligations in connection with stock swap option exercise transactions.
|
(2)
|
Our Board of Directors authorized share repurchase programs in May 2015 and January 2017, authorizing us to repurchase up to 3.0 million and 1.9 million shares of our common stock, respectively, for a total of 4.9 million shares, which do not expire. As of June 30, 2017, we had repurchased 2.2 million shares of this total authorized amount.
|
(3)
|
As of June 30, 2017, we had unsettled market share repurchases for 180,875 shares of our common stock, which were acquired under a $32.0 million accelerated share repurchase program. The program was completed on July 28, 2017, resulting in delivery of a total of 182,713 shares under the program.
|
Item 6.
|
Exhibits
|
|
AFFILIATED MANAGERS GROUP, INC.
(Registrant)
|
August 3, 2017
|
/s/ JAY C. HORGEN
|
|
Jay C. Horgen
on behalf of the Registrant as Chief Financial Officer and Treasurer (and also as Principal Financial and Principal Accounting Officer)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
3.1
|
|
|
Amendment to Amended and Restated Certificate of Incorporation.
|
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 2002.
|
32.2
|
|
|
Certification of Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
|
The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 are filed herewith, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the three-and six-month periods ended June 30, 2017 and 2016, (ii) the Consolidated Balance Sheets at June 30, 2017 and December 31, 2016, (iii) the Consolidated Statements of Equity for the six-month periods ended June 30, 2017 and 2016, (iv) the Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2017 and 2016, and (v) the Notes to the Consolidated Financial Statements.
|
QuickLinks
|
|
|
|
|
|
|
|
|
AFFILIATED MANAGERS GROUP, INC.
|
|
|
|
|
|
By:
|
/s/ David M. Billings
|
|
|
Name: David M. Billings Title:
General Counsel and Secretary
|
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.
|
|
|
/s/ SEAN M. HEALEY
|
|
|
Sean M. Healey
Chief Executive Officer
|
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.
|
|
|
/s/ JAY C. HORGEN
|
|
|
Jay C. Horgen
Chief Financial Officer and Treasurer
|
(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.
|
|
|
/s/ SEAN M. HEALEY
|
|
|
Sean M. Healey
Chief Executive Officer
|
(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.
|
|
|
/s/ JAY C. HORGEN
|
|
|
Jay C. Horgen
Chief Financial Officer and Treasurer
|