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(Mark One)
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock ($0.01 par value)
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AMG
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New York Stock Exchange
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5.875% Junior Subordinated Notes due 2059
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MGR
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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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2019
|
|
2020
|
|
2019
|
|
2020
|
||||||||
Consolidated revenue
|
$
|
591.9
|
|
|
$
|
471.1
|
|
|
$
|
1,135.1
|
|
|
$
|
978.3
|
|
|
|
|
|
|
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|
||||||||
Consolidated expenses:
|
|
|
|
|
|
|
|
||||||||
Compensation and related expenses
|
258.0
|
|
|
216.5
|
|
|
486.2
|
|
|
424.4
|
|
||||
Selling, general and administrative
|
96.2
|
|
|
73.6
|
|
|
191.8
|
|
|
163.8
|
|
||||
Intangible amortization and impairments
|
21.2
|
|
|
80.9
|
|
|
50.9
|
|
|
101.5
|
|
||||
Interest expense
|
19.7
|
|
|
22.3
|
|
|
37.9
|
|
|
41.8
|
|
||||
Depreciation and other amortization
|
5.3
|
|
|
5.0
|
|
|
10.6
|
|
|
10.1
|
|
||||
Other expenses (net)
|
12.2
|
|
|
11.3
|
|
|
23.0
|
|
|
22.3
|
|
||||
Total consolidated expenses
|
412.6
|
|
|
409.6
|
|
|
800.4
|
|
|
763.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Equity method income (loss) (net)
|
29.4
|
|
|
17.4
|
|
|
(328.8
|
)
|
|
(95.8
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Investment and other income (expense)
|
7.2
|
|
|
(12.1
|
)
|
|
15.2
|
|
|
(9.7
|
)
|
||||
Income before income taxes
|
215.9
|
|
|
66.8
|
|
|
21.1
|
|
|
108.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit)
|
35.7
|
|
|
3.3
|
|
|
(26.1
|
)
|
|
5.5
|
|
||||
Net income
|
180.2
|
|
|
63.5
|
|
|
47.2
|
|
|
103.4
|
|
||||
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|
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|
||||||||
Net income (non-controlling interests)
|
(72.5
|
)
|
|
(32.8
|
)
|
|
(140.3
|
)
|
|
(88.3
|
)
|
||||
Net income (loss) (controlling interest)
|
$
|
107.7
|
|
|
$
|
30.7
|
|
|
$
|
(93.1
|
)
|
|
$
|
15.1
|
|
|
|
|
|
|
|
|
|
||||||||
Average shares outstanding (basic)
|
51.0
|
|
|
47.2
|
|
|
51.5
|
|
|
47.5
|
|
||||
Average shares outstanding (diluted)
|
51.0
|
|
|
47.3
|
|
|
51.5
|
|
|
47.6
|
|
||||
|
|
|
|
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|
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|
||||||||
Earnings (loss) per share (basic)
|
$
|
2.11
|
|
|
$
|
0.65
|
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$
|
(1.81
|
)
|
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$
|
0.32
|
|
Earnings (loss) per share (diluted)
|
$
|
2.11
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$
|
0.65
|
|
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$
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(1.81
|
)
|
|
$
|
0.32
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
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2019
|
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2020
|
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2019
|
|
2020
|
||||||||
Net income
|
$
|
180.2
|
|
|
$
|
63.5
|
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|
$
|
47.2
|
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$
|
103.4
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gain (loss)
|
5.2
|
|
|
(23.2
|
)
|
|
12.7
|
|
|
(76.1
|
)
|
||||
Change in net realized and unrealized gain (loss) on derivative financial instruments
|
(0.7
|
)
|
|
(1.3
|
)
|
|
0.5
|
|
|
(2.3
|
)
|
||||
Other comprehensive income (loss), net of tax
|
4.5
|
|
|
(24.5
|
)
|
|
13.2
|
|
|
(78.4
|
)
|
||||
Comprehensive income
|
184.7
|
|
|
39.0
|
|
|
60.4
|
|
|
25.0
|
|
||||
Comprehensive income (non-controlling interests)
|
(65.2
|
)
|
|
(32.2
|
)
|
|
(139.6
|
)
|
|
(71.5
|
)
|
||||
Comprehensive income (loss) (controlling interest)
|
$
|
119.5
|
|
|
$
|
6.8
|
|
|
$
|
(79.2
|
)
|
|
$
|
(46.5
|
)
|
|
December 31,
2019 |
|
June 30,
2020 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
539.6
|
|
|
$
|
681.6
|
|
Receivables
|
417.1
|
|
|
497.1
|
|
||
Investments in marketable securities
|
59.4
|
|
|
61.4
|
|
||
Goodwill
|
2,651.7
|
|
|
2,627.6
|
|
||
Acquired client relationships (net)
|
1,182.0
|
|
|
1,052.3
|
|
||
Equity method investments in Affiliates (net)
|
2,195.6
|
|
|
1,991.0
|
|
||
Fixed assets (net)
|
92.3
|
|
|
85.8
|
|
||
Other investments
|
211.8
|
|
|
204.0
|
|
||
Other assets
|
304.0
|
|
|
295.3
|
|
||
Total assets
|
$
|
7,653.5
|
|
|
$
|
7,496.1
|
|
Liabilities and Equity
|
|
|
|
||||
Payables and accrued liabilities
|
$
|
634.6
|
|
|
$
|
572.5
|
|
Debt
|
1,793.8
|
|
|
2,042.8
|
|
||
Deferred income tax liability (net)
|
450.2
|
|
|
388.3
|
|
||
Other liabilities
|
359.1
|
|
|
468.5
|
|
||
Total liabilities
|
3,237.7
|
|
|
3,472.1
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
|
|
||
Redeemable non-controlling interests
|
916.7
|
|
|
682.1
|
|
||
Equity:
|
|
|
|
||||
Common stock ($0.01 par value, 153.0 shares authorized; 58.5 shares outstanding in 2019 and 2020)
|
0.6
|
|
|
0.6
|
|
||
Additional paid-in capital
|
707.2
|
|
|
768.2
|
|
||
Accumulated other comprehensive loss
|
(108.8
|
)
|
|
(170.4
|
)
|
||
Retained earnings
|
3,819.8
|
|
|
3,819.3
|
|
||
|
4,418.8
|
|
|
4,417.7
|
|
||
Less: Treasury stock, at cost (10.4 shares in 2019 and 11.7 shares in 2020)
|
(1,481.3
|
)
|
|
(1,563.0
|
)
|
||
Total stockholders' equity
|
2,937.5
|
|
|
2,854.7
|
|
||
Non-controlling interests
|
561.6
|
|
|
487.2
|
|
||
Total equity
|
3,499.1
|
|
|
3,341.9
|
|
||
Total liabilities and equity
|
$
|
7,653.5
|
|
|
$
|
7,496.1
|
|
Three Months Ended June 30, 2019
|
|
Total Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Treasury
Stock at
Cost
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
||||||||||||||
March 31, 2019
|
|
$
|
0.6
|
|
|
$
|
804.4
|
|
|
$
|
(106.9
|
)
|
|
$
|
3,652.6
|
|
|
$
|
(1,210.3
|
)
|
|
$
|
619.9
|
|
|
$
|
3,760.3
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107.7
|
|
|
—
|
|
|
72.5
|
|
|
180.2
|
|
|||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
11.8
|
|
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
|
4.5
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
10.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|||||||
Common stock issued under share-based incentive plans
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||
Share repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.1
|
)
|
|
—
|
|
|
(50.1
|
)
|
|||||||
Dividends ($0.32 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.6
|
)
|
|
—
|
|
|
—
|
|
|
(16.6
|
)
|
|||||||
Issuance costs and other
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||||
Affiliate equity activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Affiliate equity compensation
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
|
12.4
|
|
|||||||
Issuances
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
0.4
|
|
|||||||
Repurchases
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|||||||
Changes in redemption value of Redeemable non-controlling interests
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|||||||
Transfers to Redeemable non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|
(7.1
|
)
|
|||||||
Distributions to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88.1
|
)
|
|
(88.1
|
)
|
|||||||
June 30, 2019
|
|
$
|
0.6
|
|
|
$
|
835.8
|
|
|
$
|
(95.1
|
)
|
|
$
|
3,743.7
|
|
|
$
|
(1,259.7
|
)
|
|
$
|
600.5
|
|
|
$
|
3,825.8
|
|
Three Months Ended June 30, 2020
|
|
Total Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Treasury
Stock at
Cost
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
||||||||||||||
March 31, 2020
|
|
$
|
0.6
|
|
|
$
|
860.7
|
|
|
$
|
(146.5
|
)
|
|
$
|
3,789.1
|
|
|
$
|
(1,523.9
|
)
|
|
$
|
528.9
|
|
|
$
|
3,508.9
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.7
|
|
|
—
|
|
|
32.8
|
|
|
63.5
|
|
|||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
(23.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(24.5
|
)
|
|||||||
Share-based compensation
|
|
—
|
|
|
22.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.5
|
|
|||||||
Common stock issued under share-based incentive plans
|
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|
—
|
|
|
—
|
|
|||||||
Share repurchases
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(45.5
|
)
|
|
—
|
|
|
(50.0
|
)
|
|||||||
Dividends ($0.01 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||||
Affiliate equity activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Affiliate equity compensation
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|
10.2
|
|
|||||||
Issuances
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
4.6
|
|
|||||||
Repurchases
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.2
|
)
|
|
(9.5
|
)
|
|||||||
Changes in redemption value of Redeemable non-controlling interests
|
|
—
|
|
|
(110.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110.9
|
)
|
|||||||
Transfers to Redeemable non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||||||
Capital contributions and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72.1
|
)
|
|
(72.1
|
)
|
|||||||
June 30, 2020
|
|
$
|
0.6
|
|
|
$
|
768.2
|
|
|
$
|
(170.4
|
)
|
|
$
|
3,819.3
|
|
|
$
|
(1,563.0
|
)
|
|
$
|
487.2
|
|
|
$
|
3,341.9
|
|
Six Months Ended June 30, 2019
|
|
Total Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Retained
Earnings
|
|
Treasury
Stock at
Cost
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
||||||||||||||
December 31, 2018
|
|
$
|
0.6
|
|
|
$
|
835.6
|
|
|
$
|
(109.0
|
)
|
|
$
|
3,876.8
|
|
|
$
|
(1,146.6
|
)
|
|
$
|
677.5
|
|
|
$
|
4,134.9
|
|
Impact of adoption of new accounting standards (ASU 2018-02)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
|
—
|
|
|
(6.6
|
)
|
|||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93.1
|
)
|
|
—
|
|
|
140.3
|
|
|
47.2
|
|
|||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
13.9
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
13.2
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
19.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.0
|
|
|||||||
Common stock issued under share-based incentive plans
|
|
—
|
|
|
(33.8
|
)
|
|
—
|
|
|
—
|
|
|
27.6
|
|
|
—
|
|
|
(6.2
|
)
|
|||||||
Share repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140.7
|
)
|
|
—
|
|
|
(140.7
|
)
|
|||||||
Dividends ($0.64 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.4
|
)
|
|
—
|
|
|
—
|
|
|
(33.4
|
)
|
|||||||
Issuance costs and other
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||||
Affiliate equity activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Affiliate equity compensation
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.0
|
|
|
23.0
|
|
|||||||
Issuances
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
|
10.6
|
|
|||||||
Repurchases
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|||||||
Changes in redemption value of Redeemable non-controlling interests
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
|||||||
Transfers to Redeemable non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54.4
|
)
|
|
(54.4
|
)
|
|||||||
Capital contributions and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|||||||
Distributions to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192.7
|
)
|
|
(192.7
|
)
|
|||||||
June 30, 2019
|
|
$
|
0.6
|
|
|
$
|
835.8
|
|
|
$
|
(95.1
|
)
|
|
$
|
3,743.7
|
|
|
$
|
(1,259.7
|
)
|
|
$
|
600.5
|
|
|
$
|
3,825.8
|
|
Six Months Ended June 30, 2020
|
|
Total Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Treasury
Stock at
Cost
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
||||||||||||||
December 31, 2019
|
|
$
|
0.6
|
|
|
$
|
707.2
|
|
|
$
|
(108.8
|
)
|
|
$
|
3,819.8
|
|
|
$
|
(1,481.3
|
)
|
|
$
|
561.6
|
|
|
$
|
3,499.1
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.1
|
|
|
—
|
|
|
88.3
|
|
|
103.4
|
|
|||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
(61.6
|
)
|
|
—
|
|
|
—
|
|
|
(16.8
|
)
|
|
(78.4
|
)
|
|||||||
Share-based compensation
|
|
—
|
|
|
30.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.7
|
|
|||||||
Common stock issued under share-based incentive plans
|
|
—
|
|
|
(39.8
|
)
|
|
—
|
|
|
—
|
|
|
33.4
|
|
|
—
|
|
|
(6.4
|
)
|
|||||||
Share repurchases
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(115.1
|
)
|
|
—
|
|
|
(119.6
|
)
|
|||||||
Dividends ($0.33 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.6
|
)
|
|
—
|
|
|
—
|
|
|
(15.6
|
)
|
|||||||
Affiliate equity activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Affiliate equity compensation
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.9
|
|
|
26.8
|
|
|||||||
Issuances
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.6
|
|
|
16.8
|
|
|||||||
Repurchases
|
|
—
|
|
|
36.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.2
|
)
|
|
25.2
|
|
|||||||
Changes in redemption value of Redeemable non-controlling interests
|
|
—
|
|
|
32.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.1
|
|
|||||||
Transfers to Redeemable non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
(5.4
|
)
|
|||||||
Capital contributions and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
4.9
|
|
|||||||
Distributions to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(171.7
|
)
|
|
(171.7
|
)
|
|||||||
June 30, 2020
|
|
$
|
0.6
|
|
|
$
|
768.2
|
|
|
$
|
(170.4
|
)
|
|
$
|
3,819.3
|
|
|
$
|
(1,563.0
|
)
|
|
$
|
487.2
|
|
|
$
|
3,341.9
|
|
|
For the Six Months Ended June 30,
|
||||||
|
2019
|
|
2020
|
||||
Cash flow from (used in) operating activities:
|
|
|
|
||||
Net income
|
$
|
47.2
|
|
|
$
|
103.4
|
|
Adjustments to reconcile Net income to cash flow from (used in) operating activities:
|
|
|
|
||||
Intangible amortization and impairments
|
50.9
|
|
|
101.5
|
|
||
Depreciation and other amortization
|
10.6
|
|
|
10.1
|
|
||
Deferred income tax benefit
|
(80.5
|
)
|
|
(19.5
|
)
|
||
Equity method loss (net)
|
328.8
|
|
|
95.8
|
|
||
Distributions of earnings received from equity method investments
|
155.9
|
|
|
160.2
|
|
||
Share-based compensation and Affiliate equity expense
|
42.0
|
|
|
57.5
|
|
||
Other non-cash items
|
(8.8
|
)
|
|
24.3
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Purchases of securities by consolidated Affiliate sponsored investment products
|
—
|
|
|
(64.8
|
)
|
||
Sales of securities by consolidated Affiliate sponsored investment products
|
3.2
|
|
|
62.3
|
|
||
Increase in receivables
|
(126.5
|
)
|
|
(92.5
|
)
|
||
(Increase) decrease in other assets
|
(0.8
|
)
|
|
14.0
|
|
||
Decrease in payables, accrued liabilities and other liabilities
|
(112.8
|
)
|
|
(76.9
|
)
|
||
Cash flow from operating activities
|
309.2
|
|
|
375.4
|
|
||
Cash flow from (used in) investing activities:
|
|
|
|
||||
Investments in Affiliates
|
(59.8
|
)
|
|
(2.4
|
)
|
||
Divestments of Affiliates
|
28.8
|
|
|
—
|
|
||
Purchase of fixed assets
|
(6.3
|
)
|
|
(4.5
|
)
|
||
Purchase of investment securities
|
(30.7
|
)
|
|
(23.5
|
)
|
||
Sale of investment securities
|
25.0
|
|
|
33.5
|
|
||
Cash flow from (used) in investing activities
|
(43.0
|
)
|
|
3.1
|
|
||
Cash flow from (used in) financing activities:
|
|
|
|
||||
Borrowings of senior bank debt and senior notes
|
420.7
|
|
|
599.8
|
|
||
Repayments of senior bank debt
|
(460.0
|
)
|
|
(350.0
|
)
|
||
Repurchases of common stock (net)
|
(141.8
|
)
|
|
(113.3
|
)
|
||
Dividends paid on common stock
|
(33.4
|
)
|
|
(15.8
|
)
|
||
Distributions to non-controlling interests
|
(192.7
|
)
|
|
(171.7
|
)
|
||
Affiliate equity repurchases and issuances (net)
|
(41.9
|
)
|
|
(143.5
|
)
|
||
Other financing items
|
(21.3
|
)
|
|
(31.8
|
)
|
||
Cash flow used in financing activities
|
(470.4
|
)
|
|
(226.3
|
)
|
||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
1.3
|
|
|
(10.2
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(202.9
|
)
|
|
142.0
|
|
||
Cash and cash equivalents at beginning of period
|
565.5
|
|
|
539.6
|
|
||
Effect of deconsolidation of Affiliate sponsored investment products
|
(2.6
|
)
|
|
—
|
|
||
Cash and cash equivalents at end of period
|
$
|
360.0
|
|
|
$
|
681.6
|
|
1.
|
Basis of Presentation and Use of Estimates
|
2.
|
Accounting Standards and Policies
|
•
|
ASU 2016-13, Measurement of Credit Losses on Financial Instruments
|
3.
|
Investments in Marketable Securities
|
|
December 31,
2019 |
|
June 30,
2020 |
||||
Cost
|
$
|
57.9
|
|
|
$
|
62.3
|
|
Unrealized gains
|
2.1
|
|
|
1.7
|
|
||
Unrealized losses
|
(0.6
|
)
|
|
(2.6
|
)
|
||
Fair value
|
$
|
59.4
|
|
|
$
|
61.4
|
|
4.
|
Investments in Affiliates and Affiliate Sponsored Investment Products
|
|
December 31, 2019
|
|
June 30, 2020
|
||||||||||||
|
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
|
$
|
1,141.4
|
|
|
$
|
1,843.0
|
|
|
$
|
986.2
|
|
|
$
|
1,816.2
|
|
|
December 31, 2019
|
|
June 30, 2020
|
||||||||||||
|
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
|
$
|
2,282.1
|
|
|
$
|
0.9
|
|
|
$
|
2,321.1
|
|
|
$
|
0.3
|
|
5.
|
Debt
|
|
December 31,
2019 |
|
June 30,
2020 |
||||
Senior bank debt
|
$
|
449.7
|
|
|
$
|
349.7
|
|
Senior notes
|
743.8
|
|
|
1,091.1
|
|
||
Junior convertible securities
|
310.6
|
|
|
312.3
|
|
||
Junior subordinated notes
|
289.7
|
|
|
289.7
|
|
||
Debt
|
$
|
1,793.8
|
|
|
$
|
2,042.8
|
|
6.
|
Derivative Financial Instruments
|
|
|
December 31, 2019
|
|
June 30, 2020
|
||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Forward contracts
|
|
$
|
23.8
|
|
|
$
|
(1.0
|
)
|
|
$
|
1.0
|
|
|
$
|
(0.6
|
)
|
Put options
|
|
—
|
|
|
(31.0
|
)
|
|
—
|
|
|
|
—
|
|
|||
Call options
|
|
15.1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||
Interest rate swap
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(2.0
|
)
|
|||
Total
|
|
$
|
38.9
|
|
|
$
|
(32.0
|
)
|
|
$
|
1.0
|
|
|
$
|
(2.6
|
)
|
|
|
For the Three Months Ended June 30,
|
||||||||||||||||||||||
|
|
2019
|
|
2020
|
||||||||||||||||||||
|
|
Gain (Loss) Recognized in Other Comprehensive Income (Loss)
|
|
Gain Reclassified from Accumulated Other Comprehensive Loss into Earnings
|
|
Gain Recognized in Earnings from Excluded Components(1)
|
|
Loss Recognized in Other Comprehensive Income (Loss)
|
|
Gain Reclassified from Accumulated Other Comprehensive Loss into Earnings
|
|
Gain (Loss) Recognized in Earnings from Excluded Components(1)
|
||||||||||||
Forward contracts
|
|
$
|
26.6
|
|
|
$
|
0.3
|
|
|
$
|
3.5
|
|
|
$
|
(0.5
|
)
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Put options
|
|
(12.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||||
Call options
|
|
(7.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||||
Interest rate swap
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
6.7
|
|
|
$
|
0.3
|
|
|
$
|
3.5
|
|
|
$
|
(1.7
|
)
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||
|
|
2019
|
|
2020
|
||||||||||||||||||||
|
|
Gain (Loss) Recognized in Other Comprehensive Income
|
|
Gain Reclassified from Accumulated Other Comprehensive Loss into Earnings
|
|
Gain Recognized in Earnings from Excluded Components(1)
|
|
Gain (Loss) Recognized in Other Comprehensive Income
|
|
Gain Reclassified from Accumulated Other Comprehensive Loss into Earnings
|
|
Gain Recognized in Earnings from Excluded Components(1)
|
||||||||||||
Forward contracts
|
|
$
|
9.8
|
|
|
$
|
0.2
|
|
|
$
|
7.0
|
|
|
$
|
64.5
|
|
|
$
|
0.3
|
|
|
$
|
2.8
|
|
Put options
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
(47.7
|
)
|
|
|
—
|
|
|
—
|
|
|||||
Call options
|
|
(15.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
|
—
|
|
|
—
|
|
|||||
Interest rate swap
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
7.0
|
|
|
$
|
13.5
|
|
|
$
|
0.3
|
|
|
$
|
2.8
|
|
(1)
|
The excluded components of the forward contracts were recognized in earnings on a straight-line basis over the respective period of the contracts as a reduction to Interest expense on the Consolidated Statements of Income.
|
7.
|
Commitments and Contingencies
|
8.
|
Fair Value Measurements
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
December 31,
2019 |
|
|||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Investments in marketable securities
|
$
|
59.4
|
|
|
$
|
24.4
|
|
|
$
|
35.0
|
|
|
$
|
—
|
|
Derivative financial instruments(1)
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
||||
Financial Liabilities(2)
|
|
|
|
|
|
|
|
||||||||
Affiliate equity repurchase obligations
|
$
|
19.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.8
|
|
Derivative financial instruments
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
June 30,
2020 |
|
|||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Investments in marketable securities
|
$
|
61.4
|
|
|
$
|
26.3
|
|
|
$
|
35.1
|
|
|
$
|
—
|
|
Other investments
|
8.5
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
||||
Derivative financial instruments(1)
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Financial Liabilities(2)
|
|
|
|
|
|
|
|
||||||||
Affiliate equity repurchase obligations
|
$
|
73.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73.3
|
|
Derivative financial instruments
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
(1)
|
Amounts are presented within Other assets.
|
(2)
|
Amounts are presented within Other liabilities.
|
|
For the Three Months Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2020
|
||||||||||||||||
|
Contingent Payment Arrangements
|
|
Affiliate Equity Repurchase Obligations
|
|
Other Investments
|
|
Contingent Payment Arrangements
|
|
Affiliate Equity Repurchase Obligations
|
||||||||||
Balance, beginning of period
|
$
|
2.0
|
|
|
$
|
75.4
|
|
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
115.1
|
|
Net realized and unrealized losses(1)
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||||
Purchases and issuances(2)
|
—
|
|
|
18.4
|
|
|
—
|
|
|
—
|
|
|
13.0
|
|
|||||
Settlements and reductions
|
(2.0
|
)
|
|
(36.3
|
)
|
|
—
|
|
|
—
|
|
|
(52.4
|
)
|
|||||
Balance, end of period
|
$
|
—
|
|
|
$
|
57.4
|
|
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
73.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in unrealized gains (losses) relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2020
|
||||||||||||||||
|
Contingent Payment Arrangements
|
|
Affiliate Equity Repurchase Obligations
|
|
Other Investments
|
|
Contingent Payment Arrangements
|
|
Affiliate Equity Repurchase Obligations
|
||||||||||
Balance, beginning of period
|
$
|
1.9
|
|
|
$
|
36.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.8
|
|
Net realized and unrealized losses(1)
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
|||||
Purchases and issuances(2)
|
—
|
|
|
73.0
|
|
|
8.5
|
|
|
—
|
|
|
207.0
|
|
|||||
Settlements and reductions
|
(2.0
|
)
|
|
(51.7
|
)
|
|
—
|
|
|
—
|
|
|
(149.6
|
)
|
|||||
Balance, end of period
|
$
|
—
|
|
|
$
|
57.4
|
|
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
73.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in unrealized gains (losses) relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Accretion expense for these arrangements and obligations is recorded in Interest expense.
|
(2)
|
Includes transfers from Redeemable non-controlling interests.
|
|
Quantitative Information About Level 3 Fair Value Measurements
|
||||||||||||||||||
|
|
|
|
|
December 31, 2019
|
|
June 30, 2020
|
||||||||||||
|
Valuation
Techniques
|
|
Unobservable
Input
|
|
Fair Value
|
|
Range
|
|
Weighted Average(1)
|
|
Fair Value
|
|
Range
|
|
Weighted Average(1)
|
||||
Affiliate equity repurchase obligations
|
Discounted cash flow
|
|
Growth rates(2)
|
|
19.8
|
|
|
(9)% - 7%
|
|
5
|
%
|
|
73.3
|
|
|
(1)% - 10%
|
|
9
|
%
|
|
|
|
Discount rates
|
|
|
|
|
14% - 17%
|
|
15
|
%
|
|
|
|
|
15% - 16%
|
|
15
|
%
|
(1)
|
Calculated by comparing the relative fair value of an obligation to its respective total.
|
(2)
|
Represents growth rates of asset and performance based fees.
|
|
December 31, 2019
|
|
June 30, 2020
|
||||||||||||
Category of Investment
|
Fair Value
|
|
Unfunded
Commitments
|
|
Fair Value
|
|
Unfunded
Commitments
|
||||||||
Private equity funds(1)
|
$
|
203.3
|
|
|
$
|
127.2
|
|
|
$
|
190.2
|
|
|
$
|
135.3
|
|
Investments in other strategies(2)
|
8.5
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
||||
Investments measured at NAV as a practical expedient
|
$
|
211.8
|
|
|
$
|
127.2
|
|
|
$
|
195.5
|
|
|
$
|
135.3
|
|
Other
|
—
|
|
|
—
|
|
|
8.5
|
|
|
—
|
|
||||
Other investments(3)
|
$
|
211.8
|
|
|
$
|
127.2
|
|
|
$
|
204.0
|
|
|
$
|
135.3
|
|
(1)
|
The Company accounts for its interests in private equity funds under the equity method of accounting and, therefore, 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 third-party funds and direct investments. Distributions will be received as the underlying assets are liquidated over the life of the funds, which is generally up to 15 years.
|
(2)
|
These are multi-disciplinary funds that invest across various asset classes and strategies, including equity, credit and real estate. Investments are generally redeemable on a daily, monthly or quarterly basis.
|
(3)
|
Fair value attributable to the controlling interest was $137.6 million and $140.9 million as of December 31, 2019 and June 30, 2020, respectively.
|
|
December 31, 2019
|
|
June 30, 2020
|
|
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Fair Value Hierarchy
|
||||||||
Senior notes
|
$
|
746.8
|
|
|
$
|
797.4
|
|
|
$
|
1,097.0
|
|
|
$
|
1,165.8
|
|
|
Level 2
|
Junior convertible securities
|
315.4
|
|
|
415.7
|
|
|
316.9
|
|
|
277.3
|
|
|
Level 2
|
||||
Junior subordinated notes
|
290.7
|
|
|
327.7
|
|
|
290.7
|
|
|
322.0
|
|
|
Level 2
|
9.
|
Goodwill and Acquired Client Relationships
|
|
|
Goodwill
|
||
Balance, as of December 31, 2019
|
|
$
|
2,651.7
|
|
Foreign currency translation
|
|
(24.1
|
)
|
|
Balance, as of June 30, 2020
|
|
$
|
2,627.6
|
|
|
Acquired Client Relationships (Net)
|
||||||||||||||||||
|
Definite-lived
|
|
Indefinite-lived
|
|
Total
|
||||||||||||||
|
Gross Book
Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Net Book
Value
|
|
Net Book
Value
|
||||||||||
Balance, as of December 31, 2019
|
$
|
1,248.8
|
|
|
$
|
(1,039.0
|
)
|
|
$
|
209.8
|
|
|
$
|
972.2
|
|
|
$
|
1,182.0
|
|
Intangible amortization and impairments
|
—
|
|
|
(55.7
|
)
|
|
(55.7
|
)
|
|
(45.8
|
)
|
|
(101.5
|
)
|
|||||
Foreign currency translation
|
(7.3
|
)
|
|
4.7
|
|
|
(2.6
|
)
|
|
(25.6
|
)
|
|
(28.2
|
)
|
|||||
Balance, as of June 30, 2020
|
$
|
1,241.5
|
|
|
$
|
(1,090.0
|
)
|
|
$
|
151.5
|
|
|
$
|
900.8
|
|
|
$
|
1,052.3
|
|
10.
|
Equity Method Investments in Affiliates
|
|
Equity Method Investments in Affiliates (Net)
|
||
Balance, as of December 31, 2019
|
$
|
2,195.6
|
|
Earnings
|
120.4
|
|
|
Intangible amortization and impairments
|
(216.2
|
)
|
|
Distributions of earnings
|
(160.2
|
)
|
|
Foreign currency translation
|
(23.2
|
)
|
|
Investments in Affiliates
|
86.5
|
|
|
Other
|
(11.9
|
)
|
|
Balance, as of June 30, 2020
|
$
|
1,991.0
|
|
11.
|
Related Party Transactions
|
12.
|
Share-Based Compensation
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2020
|
|
2019
|
|
2020
|
||||||||
Share-based compensation
|
$
|
10.2
|
|
|
$
|
22.5
|
|
|
$
|
19.0
|
|
|
$
|
30.7
|
|
Tax benefit
|
2.5
|
|
|
4.1
|
|
|
4.7
|
|
|
5.6
|
|
|
Restricted Stock Units
|
|
Weighted Average Grant Date Value
|
|||
Unvested units - December 31, 2019
|
1.1
|
|
|
$
|
123.70
|
|
Units granted
|
0.4
|
|
|
73.89
|
|
|
Units vested
|
(0.3
|
)
|
|
143.45
|
|
|
Units forfeited
|
(0.0
|
)
|
|
140.33
|
|
|
Performance condition changes
|
(0.1
|
)
|
|
114.65
|
|
|
Unvested units - June 30, 2020
|
1.1
|
|
|
98.78
|
|
|
Stock Options
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Life
(Years)
|
|||
Unexercised options outstanding - December 31, 2019
|
2.3
|
|
|
$
|
85.58
|
|
|
|
Options granted
|
0.2
|
|
|
74.69
|
|
|
|
|
Options exercised
|
—
|
|
|
—
|
|
|
|
|
Options forfeited
|
(0.0
|
)
|
|
117.13
|
|
|
|
|
Performance condition changes
|
—
|
|
|
—
|
|
|
|
|
Unexercised options outstanding - June 30, 2020
|
2.5
|
|
|
84.35
|
|
|
5.5
|
|
Exercisable at June 30, 2020
|
0.4
|
|
|
131.70
|
|
|
2.2
|
|
|
For the Six Months Ended June 30,
|
||||
|
|
2019
|
|
2020
|
||
Dividend yield
|
|
1.2
|
%
|
|
1.7
|
%
|
Expected volatility
|
|
31.9
|
%
|
|
29.4
|
%
|
Risk-free interest rate
|
|
2.6
|
%
|
|
0.9
|
%
|
Expected life of options (in years)
|
|
5.7
|
|
|
5.7
|
|
Forfeiture rate
|
|
—
|
%
|
|
—
|
%
|
13.
|
Redeemable Non-Controlling Interests
|
|
|
Redeemable Non-controlling Interests
|
||
Balance, as of December 31, 2019(1)
|
|
$
|
916.7
|
|
Changes attributable to consolidated Affiliate sponsored investment products
|
|
(0.9
|
)
|
|
Transfers to Other liabilities
|
|
(207.0
|
)
|
|
Transfers from Non-controlling interests
|
|
5.4
|
|
|
Changes in redemption value
|
|
(32.1
|
)
|
|
Balance, as of June 30, 2020(1)
|
|
$
|
682.1
|
|
(1)
|
As of December 31, 2019 and June 30, 2020, Redeemable non-controlling interests includes consolidated Affiliate sponsored investment products primarily attributable to third-party investors of $21.6 million and $20.7 million, respectively.
|
14.
|
Affiliate Equity
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2020
|
|
2019
|
|
2020
|
||||||||
Controlling interest
|
$
|
2.8
|
|
|
$
|
5.1
|
|
|
$
|
5.0
|
|
|
$
|
7.9
|
|
Non-controlling interests
|
9.6
|
|
|
5.1
|
|
|
18.0
|
|
|
18.9
|
|
||||
Total
|
$
|
12.4
|
|
|
$
|
10.2
|
|
|
$
|
23.0
|
|
|
$
|
26.8
|
|
|
Controlling Interest
|
|
Remaining Life
|
|
Non-controlling Interests
|
|
Remaining Life
|
||||
December 31, 2019
|
$
|
40.9
|
|
|
4 years
|
|
$
|
124.6
|
|
|
6 years
|
June 30, 2020
|
40.0
|
|
|
4 years
|
|
117.5
|
|
|
5 years
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2020
|
|
2019
|
|
2020
|
||||||||
Net income (loss) (controlling interest)
|
$
|
107.7
|
|
|
$
|
30.7
|
|
|
$
|
(93.1
|
)
|
|
$
|
15.1
|
|
Decrease in controlling interest paid-in capital from Affiliate equity issuances
|
(0.2
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
(1.3
|
)
|
||||
Decrease in controlling interest paid-in capital from Affiliate equity repurchases
|
(13.3
|
)
|
|
(5.5
|
)
|
|
(30.6
|
)
|
|
(160.6
|
)
|
||||
Net income (loss) (controlling interest) including the net impact of Affiliate equity transactions
|
$
|
94.2
|
|
|
$
|
25.2
|
|
|
$
|
(124.6
|
)
|
|
$
|
(146.8
|
)
|
15.
|
Income Taxes
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2020
|
|
2019
|
|
2020
|
||||||||
Controlling interest:
|
|
|
|
|
|
|
|
||||||||
Current taxes
|
$
|
27.9
|
|
|
$
|
1.3
|
|
|
$
|
48.8
|
|
|
$
|
20.6
|
|
Intangible-related deferred taxes
|
6.6
|
|
|
(3.1
|
)
|
|
(87.1
|
)
|
|
(34.1
|
)
|
||||
Other deferred taxes
|
(1.1
|
)
|
|
2.9
|
|
|
6.8
|
|
|
14.7
|
|
||||
Total controlling interest
|
33.4
|
|
|
1.1
|
|
|
(31.5
|
)
|
|
1.2
|
|
||||
Non-controlling interests:
|
|
|
|
|
|
|
|
||||||||
Current taxes
|
$
|
2.4
|
|
|
$
|
2.2
|
|
|
$
|
5.6
|
|
|
$
|
4.4
|
|
Deferred taxes
|
(0.1
|
)
|
|
0.0
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||||
Total non-controlling interests
|
2.3
|
|
|
2.2
|
|
|
5.4
|
|
|
4.3
|
|
||||
Income tax expense (benefit)
|
$
|
35.7
|
|
|
$
|
3.3
|
|
|
$
|
(26.1
|
)
|
|
$
|
5.5
|
|
Income (loss) before income taxes (controlling interest)
|
$
|
141.1
|
|
|
$
|
31.8
|
|
|
$
|
(124.6
|
)
|
|
$
|
16.3
|
|
Effective tax rate (controlling interests)(1)
|
23.7
|
%
|
|
3.4
|
%
|
|
25.3
|
%
|
|
7.6
|
%
|
(1)
|
Taxes attributable to the controlling interest divided by Income before income taxes (controlling interest).
|
16.
|
Earnings Per Share
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2020
|
|
2019
|
|
2020
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income (loss) (controlling interest)
|
$
|
107.7
|
|
|
$
|
30.7
|
|
|
$
|
(93.1
|
)
|
|
$
|
15.1
|
|
Interest expense on junior convertible securities, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) (controlling interest), as adjusted
|
$
|
107.7
|
|
|
$
|
30.7
|
|
|
$
|
(93.1
|
)
|
|
$
|
15.1
|
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Average shares outstanding (basic)
|
51.0
|
|
|
47.2
|
|
|
51.5
|
|
|
47.5
|
|
||||
Effect of dilutive instruments:
|
|
|
|
|
|
|
|
||||||||
Stock options and restricted stock units
|
0.0
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Average shares outstanding (diluted)
|
51.0
|
|
|
47.3
|
|
|
51.5
|
|
|
47.6
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||
|
2019
|
|
2020
|
|
2019
|
|
2020
|
||||
Stock options and restricted stock units
|
0.6
|
|
|
3.2
|
|
|
0.5
|
|
|
3.2
|
|
Junior convertible securities
|
2.2
|
|
|
2.2
|
|
|
2.2
|
|
|
2.2
|
|
17.
|
Comprehensive Income
|
|
For the Three Months Ended June 30,
|
||||||||||||||||||||||
|
2019
|
|
2020
|
||||||||||||||||||||
|
Pre-Tax
|
|
Tax Benefit
|
|
Net of Tax
|
|
Pre-Tax
|
|
Tax Expense
|
|
Net of Tax
|
||||||||||||
Foreign currency translation gain (loss)
|
$
|
12.1
|
|
|
$
|
(6.9
|
)
|
|
$
|
5.2
|
|
|
$
|
(23.9
|
)
|
|
$
|
0.7
|
|
|
$
|
(23.2
|
)
|
Change in net realized and unrealized loss on derivative financial instruments
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
(1.6
|
)
|
|
0.3
|
|
|
(1.3
|
)
|
||||||
Other comprehensive income (loss)
|
$
|
11.4
|
|
|
$
|
(6.9
|
)
|
|
$
|
4.5
|
|
|
$
|
(25.5
|
)
|
|
$
|
1.0
|
|
|
$
|
(24.5
|
)
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||
|
2019
|
|
2020
|
||||||||||||||||||||
|
Pre-Tax
|
|
Tax Expense
|
|
Net of Tax
|
|
Pre-Tax
|
|
Tax Benefit
(Expense) |
|
Net of Tax
|
||||||||||||
Foreign currency translation gain (loss)
|
$
|
6.6
|
|
|
$
|
6.1
|
|
|
$
|
12.7
|
|
|
$
|
(64.9
|
)
|
|
$
|
(11.2
|
)
|
|
$
|
(76.1
|
)
|
Change in net realized and unrealized gain (loss) on derivative securities
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
(2.8
|
)
|
|
0.5
|
|
|
(2.3
|
)
|
||||||
Other comprehensive income (loss)
|
$
|
7.1
|
|
|
$
|
6.1
|
|
|
$
|
13.2
|
|
|
$
|
(67.7
|
)
|
|
$
|
(10.7
|
)
|
|
$
|
(78.4
|
)
|
|
Foreign
Currency Translation Adjustment |
|
Realized and
Unrealized Gains (Losses) on Derivative Financial Instruments |
|
Total
|
||||||
Balance, as of December 31, 2019
|
$
|
(177.1
|
)
|
|
$
|
1.2
|
|
|
$
|
(175.9
|
)
|
Other comprehensive loss before reclassifications
|
(76.1
|
)
|
|
(2.6
|
)
|
|
(78.7
|
)
|
|||
Amounts reclassified
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||
Net other comprehensive loss
|
(76.1
|
)
|
|
(2.3
|
)
|
|
(78.4
|
)
|
|||
Balance, as of June 30, 2020
|
$
|
(253.2
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(254.3
|
)
|
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)
|
|
2019
|
|
2020
|
|
% Change
|
|
2019
|
|
2020
|
|
% Change
|
||||||||||
Assets under management
|
|
$
|
772.2
|
|
|
$
|
638.4
|
|
|
(17
|
)%
|
|
$
|
772.2
|
|
|
$
|
638.4
|
|
|
(17
|
)%
|
Average assets under management
|
|
774.2
|
|
|
635.7
|
|
|
(18
|
)%
|
|
773.4
|
|
|
649.4
|
|
|
(16
|
)%
|
||||
Aggregate fees (in millions)
|
|
1,163.1
|
|
|
960.9
|
|
|
(17
|
)%
|
|
2,415.1
|
|
|
2,214.0
|
|
|
(8
|
)%
|
Assets Under Management (in billions)
|
|
(1)
|
Alternatives include illiquid alternative strategies, which accounted for 16% of our assets under management as of June 30, 2020.
|
(2)
|
Global equities include emerging markets strategies, which accounted for 8% of our assets under management as of June 30, 2020.
|
(in billions)
|
Alternatives
|
|
Global Equities
|
|
U.S. Equities
|
|
Multi-Asset & Fixed Income
|
|
Total
|
||||||||||
March 31, 2020
|
$
|
226.1
|
|
|
$
|
204.3
|
|
|
$
|
72.5
|
|
|
$
|
97.0
|
|
|
$
|
599.9
|
|
Client cash inflows and commitments
|
7.6
|
|
|
8.9
|
|
|
4.3
|
|
|
5.2
|
|
|
26.0
|
|
|||||
Client cash outflows
|
(14.9
|
)
|
|
(17.7
|
)
|
|
(6.8
|
)
|
|
(4.8
|
)
|
|
(44.2
|
)
|
|||||
Net client cash flows
|
(7.3
|
)
|
|
(8.8
|
)
|
|
(2.5
|
)
|
|
0.4
|
|
|
(18.2
|
)
|
|||||
Market changes
|
2.4
|
|
|
33.2
|
|
|
14.7
|
|
|
6.8
|
|
|
57.1
|
|
|||||
Foreign exchange(1)
|
—
|
|
|
0.8
|
|
|
0.1
|
|
|
0.4
|
|
|
1.3
|
|
|||||
Realizations and distributions (net)
|
(0.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
Other(2)
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.8
|
)
|
|
0.1
|
|
|
(1.1
|
)
|
|||||
June 30, 2020
|
$
|
220.5
|
|
|
$
|
229.2
|
|
|
$
|
84.0
|
|
|
$
|
104.7
|
|
|
$
|
638.4
|
|
(in billions)
|
Institutional
|
|
Retail
|
|
High Net Worth
|
|
Total
|
||||||||
March 31, 2020
|
$
|
347.8
|
|
|
$
|
149.9
|
|
|
$
|
102.2
|
|
|
$
|
599.9
|
|
Client cash inflows and commitments
|
10.7
|
|
|
10.7
|
|
|
4.6
|
|
|
26.0
|
|
||||
Client cash outflows
|
(21.5
|
)
|
|
(17.9
|
)
|
|
(4.8
|
)
|
|
(44.2
|
)
|
||||
Net client cash flows
|
(10.8
|
)
|
|
(7.2
|
)
|
|
(0.2
|
)
|
|
(18.2
|
)
|
||||
Market changes
|
28.1
|
|
|
19.4
|
|
|
9.6
|
|
|
57.1
|
|
||||
Foreign exchange(1)
|
0.8
|
|
|
0.2
|
|
|
0.3
|
|
|
1.3
|
|
||||
Realizations and distributions (net)
|
(0.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||
Other(2)
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(1.1
|
)
|
||||
June 30, 2020
|
$
|
364.9
|
|
|
$
|
161.8
|
|
|
$
|
111.7
|
|
|
$
|
638.4
|
|
|
Alternatives
|
|
Global Equities
|
|
U.S. Equities
|
|
Multi-Asset & Fixed Income
|
|
Total
|
||||||||||
December 31, 2019
|
$
|
241.2
|
|
|
$
|
274.9
|
|
|
$
|
100.0
|
|
|
$
|
106.4
|
|
|
$
|
722.5
|
|
Client cash inflows and commitments
|
16.3
|
|
|
17.3
|
|
|
7.7
|
|
|
10.8
|
|
|
52.1
|
|
|||||
Client cash outflows
|
(26.0
|
)
|
|
(32.9
|
)
|
|
(14.5
|
)
|
|
(10.7
|
)
|
|
(84.1
|
)
|
|||||
Net client cash flows
|
(9.7
|
)
|
|
(15.6
|
)
|
|
(6.8
|
)
|
|
0.1
|
|
|
(32.0
|
)
|
|||||
New investments
|
3.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|||||
Market changes
|
(10.8
|
)
|
|
(24.6
|
)
|
|
(7.8
|
)
|
|
(0.6
|
)
|
|
(43.8
|
)
|
|||||
Foreign exchange(1)
|
(3.1
|
)
|
|
(5.1
|
)
|
|
(0.4
|
)
|
|
(1.3
|
)
|
|
(9.9
|
)
|
|||||
Realizations and distributions (net)
|
(0.7
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.9
|
)
|
|||||
Other(2)
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|
0.2
|
|
|
(1.2
|
)
|
|||||
June 30, 2020
|
$
|
220.5
|
|
|
$
|
229.2
|
|
|
$
|
84.0
|
|
|
$
|
104.7
|
|
|
$
|
638.4
|
|
|
Institutional
|
|
Retail
|
|
High Net Worth
|
|
Total
|
||||||||
December 31, 2019
|
$
|
407.2
|
|
|
$
|
198.1
|
|
|
$
|
117.2
|
|
|
$
|
722.5
|
|
Client cash inflows and commitments
|
21.4
|
|
|
21.4
|
|
|
9.3
|
|
|
52.1
|
|
||||
Client cash outflows
|
(37.8
|
)
|
|
(36.0
|
)
|
|
(10.3
|
)
|
|
(84.1
|
)
|
||||
Net client cash flows
|
(16.4
|
)
|
|
(14.6
|
)
|
|
(1.0
|
)
|
|
(32.0
|
)
|
||||
New investments
|
3.7
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
||||
Market changes
|
(23.3
|
)
|
|
(16.8
|
)
|
|
(3.7
|
)
|
|
(43.8
|
)
|
||||
Foreign exchange(1)
|
(5.1
|
)
|
|
(4.3
|
)
|
|
(0.5
|
)
|
|
(9.9
|
)
|
||||
Realizations and distributions (net)
|
(0.7
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.9
|
)
|
||||
Other(2)
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(1.2
|
)
|
||||
June 30, 2020
|
$
|
364.9
|
|
|
$
|
161.8
|
|
|
$
|
111.7
|
|
|
$
|
638.4
|
|
(1)
|
Foreign exchange reflects the impact of translating into U.S. dollars the assets under management of our Affiliates whose functional currency is not the U.S. dollar.
|
(2)
|
Other includes assets under management attributable to product transitions and reclassifications.
|
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
(in millions)
|
|
2019
|
|
2020
|
|
% Change
|
|
2019
|
|
2020
|
|
% Change
|
||||||||||
Net income (loss) (controlling interest)
|
|
$
|
107.7
|
|
|
$
|
30.7
|
|
|
(71
|
)%
|
|
$
|
(93.1
|
)
|
|
$
|
15.1
|
|
|
N.M.(2)
|
|
Adjusted EBITDA (controlling interest)(1)
|
|
219.3
|
|
|
162.1
|
|
|
(26
|
)%
|
|
434.8
|
|
|
362.4
|
|
|
(17
|
)%
|
||||
Economic net income (controlling interest)(1)
|
|
170.1
|
|
|
129.6
|
|
|
(24
|
)%
|
|
339.1
|
|
|
280.9
|
|
|
(17
|
)%
|
(1)
|
Adjusted EBITDA (controlling interest) and Economic net income (controlling interest) are non-GAAP performance measures and are discussed in “Supplemental Financial Performance Measures.”
|
(2)
|
Percentage change is not meaningful.
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
(in millions, except as noted)
|
2019
|
|
2020
|
|
% Change
|
|
2019
|
|
2020
|
|
% Change
|
||||||||||
Consolidated Affiliate average assets under management (in billions)
|
$
|
407.5
|
|
|
$
|
339.8
|
|
|
(17
|
)%
|
|
$
|
403.3
|
|
|
$
|
345.9
|
|
|
(14
|
)%
|
Consolidated revenue
|
$
|
591.9
|
|
|
$
|
471.1
|
|
|
(20
|
)%
|
|
$
|
1,135.1
|
|
|
$
|
978.3
|
|
|
(14
|
)%
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
|
% Change
|
|
% Change
|
||||||||||||||||||
(in millions)
|
2019
|
|
2020
|
|
|
2019
|
|
2020
|
|
||||||||||||
Compensation and related expenses
|
$
|
258.0
|
|
|
$
|
216.5
|
|
|
(16
|
)%
|
|
$
|
486.2
|
|
|
$
|
424.4
|
|
|
(13
|
)%
|
Selling, general and administrative
|
96.2
|
|
|
73.6
|
|
|
(23
|
)%
|
|
191.8
|
|
|
163.8
|
|
|
(15
|
)%
|
||||
Intangible amortization and impairments
|
21.2
|
|
|
80.9
|
|
|
N.M.(1)
|
|
|
50.9
|
|
|
101.5
|
|
|
99
|
%
|
||||
Interest expense
|
19.7
|
|
|
22.3
|
|
|
13
|
%
|
|
37.9
|
|
|
41.8
|
|
|
10
|
%
|
||||
Depreciation and other amortization
|
5.3
|
|
|
5.0
|
|
|
(6
|
)%
|
|
10.6
|
|
|
10.1
|
|
|
(5
|
)%
|
||||
Other expenses (net)
|
12.2
|
|
|
11.3
|
|
|
(7
|
)%
|
|
23.0
|
|
|
22.3
|
|
|
(3
|
)%
|
||||
Total consolidated expenses
|
$
|
412.6
|
|
|
$
|
409.6
|
|
|
(1
|
)%
|
|
$
|
800.4
|
|
|
$
|
763.9
|
|
|
(5
|
)%
|
(1)
|
Percentage change is not meaningful.
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
(in millions, except as noted)
|
2019
|
|
2020
|
|
% Change
|
|
2019
|
|
2020
|
|
% Change
|
||||||||||
Operating Performance Measures
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity method Affiliate average assets under management (in billions)
|
$
|
366.7
|
|
|
$
|
295.9
|
|
|
(19
|
)%
|
|
$
|
370.1
|
|
|
$
|
303.5
|
|
|
(18
|
)%
|
Equity method revenue
|
$
|
571.2
|
|
|
$
|
489.8
|
|
|
(14
|
)%
|
|
$
|
1,280.0
|
|
|
$
|
1,235.7
|
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Performance Measures
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity method earnings
|
$
|
68.3
|
|
|
$
|
54.3
|
|
|
(20
|
)%
|
|
$
|
148.3
|
|
|
$
|
120.4
|
|
|
(19
|
)%
|
Equity method intangible amortization and impairments
|
(38.9
|
)
|
|
(36.9
|
)
|
|
(5
|
)%
|
|
(477.1
|
)
|
|
(216.2
|
)
|
|
(55
|
)%
|
||||
Equity method income (loss) (net)
|
$
|
29.4
|
|
|
$
|
17.4
|
|
|
(41
|
)%
|
|
$
|
(328.8
|
)
|
|
$
|
(95.8
|
)
|
|
(71
|
)%
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||
(in millions)
|
2019
|
|
2020
|
|
% Change
|
|
2019
|
|
2020
|
|
% Change
|
||||||||
Investment and other income (expense)
|
$
|
7.2
|
|
|
$
|
(12.1
|
)
|
|
N.M.(1)
|
|
$
|
15.2
|
|
|
$
|
(9.7
|
)
|
|
N.M.(1)
|
(1)
|
Percentage change is not meaningful.
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
|||||||||||||
(in millions)
|
2019
|
|
2020
|
|
% Change
|
|
2019
|
|
2020
|
|
% Change
|
|||||||||
Income tax expense (benefit)
|
$
|
35.7
|
|
|
$
|
3.3
|
|
|
(91
|
)%
|
|
$
|
(26.1
|
)
|
|
$
|
5.5
|
|
|
N.M.(1)
|
(1)
|
Percentage change is not meaningful.
|
|
For the Three Months Ended June 30,
|
|
|
|
For the Six Months Ended June 30,
|
|
|
||||||||||||||
(in millions)
|
2019
|
|
2020
|
|
% Change
|
|
2019
|
|
2020
|
|
% Change
|
||||||||||
Net income
|
$
|
180.2
|
|
|
$
|
63.5
|
|
|
(65
|
)%
|
|
$
|
47.2
|
|
|
$
|
103.4
|
|
|
N.M.(1)
|
|
Net income (non-controlling interests)
|
72.5
|
|
|
32.8
|
|
|
(55
|
)%
|
|
140.3
|
|
|
88.3
|
|
|
(37
|
)%
|
||||
Net income (loss) (controlling interest)
|
107.7
|
|
|
30.7
|
|
|
(71
|
)%
|
|
(93.1
|
)
|
|
15.1
|
|
|
N.M.(1)
|
|
(1)
|
Percentage change is not meaningful.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2019
|
|
2020
|
|
2019
|
|
2020
|
||||||||
Net income (loss) (controlling interest)
|
$
|
107.7
|
|
|
$
|
30.7
|
|
|
$
|
(93.1
|
)
|
|
$
|
15.1
|
|
Interest expense
|
19.7
|
|
|
22.3
|
|
|
37.9
|
|
|
41.8
|
|
||||
Income taxes
|
33.4
|
|
|
1.1
|
|
|
(31.5
|
)
|
|
1.2
|
|
||||
Intangible amortization and impairments(1)
|
55.3
|
|
|
86.3
|
|
|
515.1
|
|
|
282.0
|
|
||||
Other items(2)
|
3.2
|
|
|
21.7
|
|
|
6.4
|
|
|
22.3
|
|
||||
Adjusted EBITDA (controlling interest)
|
$
|
219.3
|
|
|
$
|
162.1
|
|
|
$
|
434.8
|
|
|
$
|
362.4
|
|
(1)
|
Intangible amortization and impairments in our Consolidated Statement of Income includes amortization attributable to our non-controlling interests. For our Affiliates accounted for under the equity method, we do not separately report intangible amortization and impairments in our Consolidated Statements of Income. Our share of these Affiliates’ amortization is reported in Equity method income (loss) (net).
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2019
|
|
2020
|
|
2019
|
|
2020
|
||||||||
Consolidated intangible amortization and impairments
|
$
|
21.2
|
|
|
$
|
80.9
|
|
|
$
|
50.9
|
|
|
$
|
101.5
|
|
Consolidated intangible amortization and impairments (non-controlling interests)
|
(4.8
|
)
|
|
(31.5
|
)
|
|
(12.9
|
)
|
|
(35.7
|
)
|
||||
Equity method intangible amortization and impairments
|
38.9
|
|
|
36.9
|
|
|
477.1
|
|
|
216.2
|
|
||||
Total
|
$
|
55.3
|
|
|
$
|
86.3
|
|
|
$
|
515.1
|
|
|
$
|
282.0
|
|
(2)
|
Other items includes depreciation and adjustments to contingent payment arrangements. Beginning with the first quarter of 2020, other items also includes certain Affiliate equity expenses and gains and losses on general partner and seed capital investments. These changes were made to improve the comparability of performance between periods. Prior periods have not been revised as the amounts were not significant.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
(in millions, except per share data)
|
2019
|
|
2020
|
|
2019
|
|
2020
|
||||||||
Net income (loss) (controlling interest)
|
$
|
107.7
|
|
|
$
|
30.7
|
|
|
$
|
(93.1
|
)
|
|
$
|
15.1
|
|
Intangible amortization and impairments(1)
|
55.3
|
|
|
86.3
|
|
|
515.1
|
|
|
282.0
|
|
||||
Intangible-related deferred taxes
|
6.6
|
|
|
(3.1
|
)
|
|
(87.1
|
)
|
|
(34.1
|
)
|
||||
Other economic items(2)
|
0.5
|
|
|
15.7
|
|
|
4.2
|
|
|
17.9
|
|
||||
Economic net income (controlling interest)
|
$
|
170.1
|
|
|
$
|
129.6
|
|
|
$
|
339.1
|
|
|
$
|
280.9
|
|
Average shares outstanding (diluted)
|
51.0
|
|
|
47.3
|
|
|
51.5
|
|
|
47.6
|
|
||||
Stock options and restricted stock units
|
—
|
|
|
—
|
|
|
0.0
|
|
|
—
|
|
||||
Average shares outstanding (adjusted diluted)
|
51.0
|
|
|
47.3
|
|
|
51.5
|
|
|
47.6
|
|
||||
Economic earnings per share
|
$
|
3.33
|
|
|
$
|
2.74
|
|
|
$
|
6.59
|
|
|
$
|
5.90
|
|
(1)
|
See note (1) to the table in “Adjusted EBITDA (controlling interest).”
|
(2)
|
Other economic items includes non-cash imputed interest (principally related to the accounting for convertible securities and contingent payment arrangements), tax windfalls and shortfalls from share-based compensation and certain Affiliate equity expenses. Beginning with the first quarter of 2020, other economic items also includes gains and losses on general partner and seed capital investments. These changes were made to improve the comparability of performance between periods. Prior periods have not been revised as the amounts were not significant. For the three and six months ended June 30, 2019 and 2020, other economic items were net of income tax expense (benefit) of $0.1 million and $0.3 million, respectively, and $(4.3) million and $(3.2) million, respectively.
|
(in millions)
|
December 31, 2019
|
|
June 30,
2020 |
||||
Senior bank debt
|
$
|
450.0
|
|
|
$
|
350.0
|
|
Senior notes
|
746.8
|
|
|
1,097.0
|
|
||
Junior convertible securities
|
315.4
|
|
|
316.9
|
|
||
Junior subordinated notes
|
290.7
|
|
|
290.7
|
|
|
|
|
Payments Due
|
||||||||||||||||
(in millions)
|
Total
|
|
Remainder of 2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior bank debt
|
$
|
350.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350.0
|
|
|
$
|
—
|
|
Senior notes
|
1,351.2
|
|
|
20.7
|
|
|
81.6
|
|
|
473.1
|
|
|
775.8
|
|
|||||
Junior convertible securities
|
819.1
|
|
|
11.1
|
|
|
44.4
|
|
|
44.4
|
|
|
719.2
|
|
|||||
Junior subordinated notes
|
991.9
|
|
|
8.8
|
|
|
35.3
|
|
|
35.3
|
|
|
912.5
|
|
|||||
Leases(1)
|
235.3
|
|
|
21.7
|
|
|
74.6
|
|
|
54.4
|
|
|
84.6
|
|
|||||
Affiliate equity repurchase obligations(2)
|
73.3
|
|
|
73.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other obligations(3)
|
73.9
|
|
|
10.0
|
|
|
63.9
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
3,894.7
|
|
|
$
|
145.6
|
|
|
$
|
299.8
|
|
|
$
|
957.2
|
|
|
$
|
2,492.1
|
|
Contingent Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Contingent payment arrangements(4)
|
$
|
52.5
|
|
|
$
|
—
|
|
|
$
|
40.0
|
|
|
$
|
12.5
|
|
|
$
|
—
|
|
(1)
|
The total controlling interest portion is $53.5 million ($6.3 million through 2020, $22.1 million in 2021-2022, $16.5 million in 2023-2024 and $8.6 million thereafter).
|
(2)
|
Affiliate equity repurchase obligations represent the fair value of obligations put to us and outstanding as of June 30, 2020.
|
(3)
|
Other obligations represent obligations to make investments in an Affiliate and for liabilities at certain consolidated Affiliates as of June 30, 2020.
|
(4)
|
Contingent payment arrangements represent the expected settlement amounts. The maximum contingent obligation that may become payable is $150.0 million in 2021, $77.5 million in 2022 and $62.5 million from 2023 through 2025.
|
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.
|
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, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
6,010,228
|
|
May 1-31, 2020
|
|
78,500
|
|
|
65.65
|
|
|
68,500
|
|
|
66.59
|
|
|
5,941,728
|
|
||
June 1-30, 2020(3)
|
|
556,111
|
|
|
73.62
|
|
|
556,111
|
|
|
73.62
|
|
|
5,385,617
|
|
||
Total
|
|
634,611
|
|
|
72.63
|
|
|
624,611
|
|
|
72.85
|
|
|
|
(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 and 10,000 shares purchased in open market transactions by the President and Chief Executive Officer of the Company. This purchase was previously disclosed on a Form 4 filed with the Securities and Exchange Commission.
|
(2)
|
Our Board of Directors authorized share repurchase programs in October 2019 and January 2019 to repurchase up to 6.0 million and 3.3 million shares of our common stock, respectively, and these authorizations have no expiry. Purchases may be made from time to time, at management’s discretion, in the open market or in privately negotiated transactions, including through the use of derivative financial instruments and accelerated share repurchase programs. As of June 30, 2020, we had repurchased all of the shares of the January 2019 authorized amount, and there were a total of 5.4 million shares available for repurchase under our October 2019 share repurchase program.
|
(3)
|
As of June 30, 2020, we had unsettled market share repurchases under a $15.0 million accelerated share repurchase program, of which 0.1 million shares are included in our total number of shares purchased during June 2020. Under the
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
3.1
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
10.1†
|
|
|
|
10.2†
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10.3†
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10.4†
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10.5†
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10.6†
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10.7†
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10.8†
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10.9†
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10.10†
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10.11†
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10.12†
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10.13†
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31.1
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31.2
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32.1
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32.2
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101
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The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the three- and six-month periods ended June 30, 2020 and 2019, (ii) the Consolidated Statements of Comprehensive Income for the three- and six-month periods ended June 30, 2020 and 2019, (iii) the Consolidated Balance Sheets at June 30, 2020 and December 31, 2019, (iv) the Consolidated Statements of Changes in Equity for the three- and six-month periods ended June 30, 2020 and 2019, (v) the Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2020 and 2019, and (vi) the Notes to the Consolidated Financial Statements
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104
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The cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101
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*
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Filed herewith
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**
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Furnished herewith
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AFFILIATED MANAGERS GROUP, INC.
(Registrant)
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July 31, 2020
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/s/ THOMAS M. WOJCIK
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Thomas M. Wojcik
on behalf of the Registrant as Chief Financial Officer (and also as Principal Financial and Principal Accounting Officer)
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QuickLinks
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AFFILIATED MANAGERS GROUP, INC.
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By:
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Name:
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Title:
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Grantee:
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Grant Date:
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Total Award:
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Vesting Dates:
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Performance Measure(s):
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AFFILIATED MANAGERS GROUP, INC.
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By:
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Name:
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Title:
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By:
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Grantee's Signature
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Grantee's Printed Name
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Grantee:
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Grant Date:
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Total Award:
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Vesting Schedule:
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Number of Units
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Vesting Date
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AFFILIATED MANAGERS GROUP, INC.
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By:
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Name:
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Title:
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Optionee:
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Number of Option Shares:
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Option Exercise Price Per Share:
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Grant Date:
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Expiration Date:
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Performance Measure(s):
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Vesting Schedule:
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Number of
Option Shares Vesting
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Vesting Date
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AFFILIATED MANAGERS GROUP, INC.
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By:
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Name:
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Title:
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By:
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Optionee's Signature
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Optionee's Printed Name
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Optionee:
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Number of Option Shares:
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Option Exercise Price Per Share:
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Grant Date:
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Expiration Date:
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Vesting Schedule:
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Number of
Option Shares Exercisable
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Vesting Date
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AFFILIATED MANAGERS GROUP, INC.
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By:
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Name:
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Title:
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Grantee:
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Grant Date:
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Total Award:
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Vesting Dates:
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Performance Measure(s):
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AFFILIATED MANAGERS GROUP, INC.
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By:
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Name:
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Title:
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Optionee:
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Stock Option and Incentive Plan:
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Number of Option Shares:
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Option Exercise Price Per Share:
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Grant Date:
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Expiration Date:
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Performance Measure(s):
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Vesting Schedule:
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Number of
Option Shares Vesting
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Vesting Date
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Board of Directors:
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Annual Equity Awards
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Restricted Stock Units
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$
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80,000
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Stock Options
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$
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120,000
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Base Annual Fee — Restricted Stock Units
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$
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80,000
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Chairman of the Board Annual Fee — Restricted Stock Units
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$
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100,000
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Committee Fees — Restricted Stock Units
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Audit Committee Membership Annual Fee
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$
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20,000
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Audit Committee Chair Annual Fee
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$
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35,000
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Compensation Committee Membership Annual Fee
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$
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17,000
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Compensation Committee Chair Annual Fee
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$
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20,000
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Nominating and Governance Committee Membership Annual Fee
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$
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13,000
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Nominating and Governance Committee Chair Annual Fee
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$
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15,000
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AFFILIATED MANAGERS GROUP LIMITED
as Company
HUGH P. B. CUTLER
as Employee
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SETTLEMENT AGREEMENT
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(1)
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AFFILIATED MANAGERS GROUP LIMITED (company no 06481795) whose registered office is at 5th Floor 35 Park Lane, London W1K 1RB (the “Company”)
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(2)
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HUGH P. B. CUTLER of [ADDRESS] (the “Employee”)
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(A)
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Without any admission of liability, the Company has agreed to settle all claims and potential claims that the Employee has or may have arising out of the Employee’s employment and/or the Employee’s directorships and/or other offices and/or their termination.
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1
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DEFINITIONS
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2
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TERMINATION
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2.1.
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The Employee’s employment will terminate on the Termination Date by reason of redundancy and by entering into this Agreement the Employee and the Company agree that any required notice of termination pursuant to the Contract of Employment has been provided.
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3
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ARRANGEMENTS PRIOR TO TERMINATION
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3.1.
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During the Employee’s employment up to the Termination Date the Employee continues to be bound by and will comply with all the terms of the Contract of Employment save to the extent varied by this Agreement.
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3.2.
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The Company will:
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(a)
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pay the Employee his salary and other contractual benefits up to and including the Termination Date in the usual way;
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(b)
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as appropriate, make either a payment to the Employee in lieu of any holiday entitlement that he has accrued but not used prior to the Termination Date, or a deduction from the Employee's final salary payment in respect of any holiday that he has taken in excess of his accrued entitlement as at the Termination Date, in each case as further subject to Clause 4.1(g).
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3.3.
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Save as set out in this Agreement the Employee has no other entitlements to salary or any contractual or other benefits from the Company or any Group Company.
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3.4.
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Prior to the Termination Date, the Employee (i) will carry out an orderly and appropriate handover of his duties and responsibilities and assist generally with handover arrangements, as reasonably required by the Company or any Group Company, and (ii) will cooperate with and adhere to any legal, regulatory, or other compliance requirements applicable to him, the Company or any Group Company.
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4
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GARDEN LEAVE
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4.1.
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During the period from 11 May 2020 to the Termination Date (the “Garden Leave Period”):
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(a)
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the Employee’s current terms and conditions of employment continue to apply (except as expressly varied by this Agreement). To avoid doubt, these shall include (but not be limited to) the Employee’s implied obligations of good faith, fidelity and confidentiality;
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(b)
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the Company is under no obligation to provide any work to, or vest any powers in, the Employee, and the Employee has no right to perform any services for the Company or any Group Company;
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(c)
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except for any periods of holiday, the Employee will remain reasonably available during normal working hours in case the Company wishes him to undertake some work within his skill competencies or to obtain some information relating to the business of the Company or any Group Company which is within his knowledge or under his control or to assist in handover arrangements in accordance with Clause 3.4;
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(d)
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the Employee will not attend any premises of the Company or any Group Company without the Company’s prior written consent;
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(e)
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the Employee will not contact or deal with (or attempt to contact or deal with) any officer or employee of the Company or any Group Company without the Company’s prior written consent;
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(f)
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the Employee will not contact or deal with (or attempt to contact or deal with) any client, customer, supplier or other business contact of the Company or any Group Company without the Company’s prior written consent; and
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(g)
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the Employee is deemed to have taken any accrued but unused holiday entitlement at the end of the Garden Leave Period.
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5
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RE-SIGNING
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5.1.
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The Employee will:
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(a)
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re-sign this Agreement; and
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(b)
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procure that the Adviser re-signs the certificate at Schedule 5 (Certificate from the Independent Legal Adviser).
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6
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COMPENSATION
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6.1.
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Subject to and conditional on:
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(a)
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receipt by the Company of:
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(i)
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this Agreement signed by the Employee;
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(ii)
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the Adviser’s certificate at Schedule 5 (Certificate from the Independent Legal Adviser) signed by the Adviser;
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(iii)
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any executed documentation required by Clause 12 (Directorships) on or before the Termination Date (as requested by the Company);
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(iv)
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the re-signed documents specified in Clause 5.1; and
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(b)
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the Employee’s compliance with all his obligations under this Agreement;
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6.2.
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The Employee shall receive the Termination Payment within 14 working days of the later of:
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(a)
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the Termination Date; and
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(b)
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the date of receipt by the Company of the signed documents specified in Clause 6.1(a).
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6.3.
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No deductions for income tax and National Insurance contributions will be made from the Termination Payment.
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7
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TAX INDEMNITY
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7.1.
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Save for any sums deducted by the Company, the Employee agrees that he is responsible for paying any income tax and employee’s National Insurance contributions which may be incurred in respect of the payments and benefits provided to him under this Agreement.
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7.2.
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Save for any income tax and employee’s National Insurance contributions deducted by the Company, the Employee shall on demand indemnify the Company and any Group Company from and against all income tax and employee’s National Insurance contributions, and any interest, penalties, costs and fines incurred by the Company and/or any Group Company as a result of or in connection with this Agreement, provided that the Company first gives the Employee reasonable notice of any demand for tax which may lead to liabilities under this indemnity and shall provide the Employee with reasonable access to any documentation he may reasonably require to dispute such a claim (provided that nothing in this clause shall prevent the Company from complying with its legal obligations with regard to HMRC or other competent body). However this indemnity set out in Clause 7.2 will not apply to any interest, penalties, costs and fines which have been caused by any act or default of the Company, save for those that occurred with the consent or at the request of the Employee.
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8
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EXPENSES
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8.1.
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The Company will reimburse the Employee for all business expenses properly and reasonably incurred by the Employee in the performance of the Employee’s duties up to the Termination Date.
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8.2.
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Any such claim must be submitted prior to the Termination Date and in accordance with the Company’s normal procedure.
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9
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STOCK EQUITY AWARDS
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9.1.
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The Employee has previously been granted equity awards (the “Awards”) under Affiliated Managers Group, Inc.’s 2013 Incentive Stock Award Plan (the “Plan”), as set forth in Schedule 4 (Granted stock equity awards). The Employee’s outstanding Awards will continue to vest up until the Termination Date, subject always to the terms of the Plan and the applicable award agreements, including any applicable performance or delivery conditions. Any Awards that have not vested as at the Termination Date shall lapse and/or be cancelled as of the close of business on the Termination Date. Notwithstanding anything to the contrary, the Employee shall remain subject at all times to the Insider Trading Policy and Procedures up until, and for three months following, the Termination Date.
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10
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LEGAL COSTS
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11
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REFERENCES
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11.1.
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Subject to any legal obligations which the Company owes to third parties and any regulatory obligations or requirements, the Company will provide prospective employers on request made to the Human Resources Department with a reference in the form set out in Schedule 3 (Agreed reference).
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11.2.
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If matters are discovered after the date of this Agreement which would have affected the Company’s decision to provide a reference in the form specified in Clause 11 to this Agreement, it will inform the Employee and may decline to give such a reference or may amend the reference to ensure its accuracy (having first given the Employee a reasonable opportunity to make substantive representations to the Company in respect of any such proposed amendments).
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11.3.
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Nothing in this Agreement prevents:
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11.3.1.
|
the Company from providing an appropriate regulatory reference which is full, frank and honest (or from updating any regulatory reference already given) if:
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(a)
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requested to provide a reference by a company regulated by a Regulatory Authority or any other statutory body; by a Regulatory Authority itself; or by any other statutory body; or
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(b)
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required to provide a reference by any regulatory or statutory obligation;
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11.3.2.
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the Company from providing other information which is full, frank and honest if:
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(a)
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requested to provide information by a Regulatory Authority or any other statutory or regulatory body; or
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(b)
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required to provide information by any regulatory or statutory or legal obligation or as ordered by any court or tribunal; or
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(c)
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considered appropriate by the Company in order to ensure compliance with any regulatory or statutory or legal obligation.
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12
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DIRECTORSHIPS
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12.1.
|
The Employee agrees to execute any documents as may be necessary to give effect to his removal from directorship of the Company and from all the Employee’s other directorships and other offices in any Group Companies. The Company has directors and officers liability insurance for claims concerning matters arising during the Employee’s employment.
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13
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COMPANY PROPERTY
|
13.1.
|
The Employee will, no later than the Termination Date, return to the Company:
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(a)
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all Confidential Information;
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(b)
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all property belonging to the Company and/or any Group Company including (but not limited to) any company credit card, keys, security pass, identity badge, mobile telephone, printer, computer, iPad or other tablet or smartphone; and
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(c)
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all documents, information storage devices, and copies (whether written, printed, electronic, recorded or otherwise and wherever located) made, compiled or acquired by him during his employment with the Company or relating to the business or affairs of the Company or any Group Company or its or their business contacts,
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13.2.
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The Employee will, prior to the Termination Date, delete irretrievably any information relating to the business of the Company or any Group Company that he has stored on any magnetic or optical disk or memory or other information storage device (“Equipment”) and all matter derived from such sources which is in his possession or under his control outside the premises of the Company. The Employee also warrants to the Company that he has not passed or transferred any such information on to any third party (including any file sharing or storage platforms) and that he has not incorporated or adapted any such information into any material belonging to him or any third party.
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13.3.
|
The Employee agrees that, if the Company has reasonable grounds to suspect that he has not fully complied with his obligations under Clause 13.2, he will promptly on the Company’s request deliver up the relevant Equipment (or provide access to the relevant file sharing or storage platforms) to enable the Company (or its agents) to examine it. The relevant Equipment shall be returned to the Employee after such examination has been completed.
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13.4.
|
The Employee shall, upon request by the Company, deliver to the Human Resources Department full details of all passwords and encryption codes used by him in relation to the business of the Company and/or any Group Company.
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13.5.
|
The Employee will, if requested to do so by the Company provide a signed statement that he has complied fully with his obligations under this Clause 13 (Company property) and provide the Company with such reasonable evidence of compliance, as may be requested.
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14
|
EMPLOYEE'S UNDERTAKINGS
|
14.1.
|
The Employee confirms that clause 15 (Confidentiality) of the Contract of Employment shall remain in full force and effect after the Termination Date.
|
14.2.
|
In consideration of the Company undertakings in Clause 10 (Legal costs) and Clause 11 (References), the Employee gives the undertakings set out in Clause 14.3 to Clause 14.7
|
14.3.
|
The Employee acknowledges that, as a result of his employment, he has had access to Confidential Information. He also acknowledges that he remains bound by and will comply with his ongoing duties of confidentiality to the Company and to the Group Companies and will not (save as may be required by law or any regulatory body or for the purposes of obtaining advice from legal or professional advisers in relation to this Agreement) at any time after the Termination Date:
|
(a)
|
use any Confidential Information; or
|
(b)
|
disclose any Confidential Information to any person, firm, company or other organisation whatsoever.
|
14.4.
|
The existence and terms of this Agreement, the circumstances in which the Employee’s employment with the Company and/or directorships with the Company or any Group Company ceased, and all discussions on these subjects will be treated by the Employee as strictly confidential save as may be required by law or by any Regulatory Authority or as may be disclosed to:
|
(a)
|
the Employee’s wife, legal advisers, professional advisers and treating medical practitioners; or
|
(b)
|
the Employee’s insurer for the purposes of processing a claim for loss of employment; or
|
(c)
|
the Employee’s recruitment consultant or prospective employer to the extent necessary to discuss his employment history (in relation to the circumstances leading to the cessation of the Employee’s employment, only).
|
14.5.
|
The Employee agrees that he shall not make, or cause to be made, any false, disparaging, derogatory, damaging and/or critical statements to any person or entity, including without limitation, any Networking Site or media outlet (including, but not limited to, any internet-based chat rooms, message boards, blogs and/or web pages), industry groups, financial institutions, current or former employees, affiliates, consultants, clients or customers of the Company or any Group Company or the Group regarding the Company or any Group Company or the Group or any of its or their partners, directors, officers, employees, agents or representatives, or about the Company or any Group Company or the Group’s business affairs, services, products, activities and/or financial condition. The Employee further agrees that, in addition to the foregoing and subject to the terms of this Agreement (but save to the extent he carries on normal business activities which are not otherwise proscribed by this Agreement) he shall not take any other action or induce anyone else to take any action that could have a detrimental or harmful effect on the interests of the Company or any Group Company or the Group or any of its or their officers, employees, directors, partners, clients, affiliates or business practices, it being understood that a determination of whether the Employee’s actions have had any such detrimental or harmful effect shall be at the sole discretion of the Company.
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14.6.
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The Employee agrees not to make, or cause to be made, any statement or comment to the press (whether local, national or specialist) or in any other media (including any Networking Site) or any other public or semi-public platform concerning the Employee’s employment with the Company, or its termination, or the Employee’s resignation or removal from any directorships or other offices with the Company or any Group Company, without the prior written consent of the Company.
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14.7.
|
The Employee agrees that he will change any social media profiles on any Networking Site ultimately at the Termination Date, so that it is unambiguously clear that the Employee is no longer employed by the Company. In addition, the Employee shall ensure that the information provided in any of his social media profiles concerning his employment
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14.8.
|
For the avoidance of doubt, nothing in this Agreement precludes the Employee from making a “protected disclosure” within the meaning of Part 4A (Protected Disclosures) of the Employment Rights Act 1996 (this includes protected disclosures made about matters previously disclosed to another recipient), or from disclosing to an appropriate Regulatory Authority and/or law enforcement agency any reportable misconduct, breaches and/or offences which the Employee considers, in his reasonable belief, has or may have occurred, or from participating in or cooperating with any governmental or regulatory process or investigation with respect to the same. Further, the Employee will not be held criminally or civilly liable under any trade secret law for disclosing a trade secret (i) in confidence to an appropriate Regulatory Authority and/or law enforcement agency, either directly or indirectly, or to a legal representative, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other proceedings; provided, however, that notwithstanding this immunity from liability, the Employee may be held liable if he accesses trade secrets by unauthorized means.
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15
|
ONGOING ASSISTANCE
|
15.1.
|
The Employee agrees that he will provide the Company and the Group and any Regulatory Authority and/or appropriate law enforcement authority with such assistance or information as the Company and the Group and any Regulatory Authority and/or appropriate law enforcement authority may reasonably request after the Termination Date. Any reasonable costs incurred in respect of a request made by the Company or any Group Company will be met by the Company or the relevant Group Company, subject to Clause 15.2 below. If required, the Employee will disclose any passwords or other security codes required by the Company or any Group Company to access company information.
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15.2.
|
Without prejudice to the generality of Clause 15.1, on request by the Company or the Group or any Regulatory Authority or appropriate law enforcement agency the Employee agrees to make himself available to, and to cooperate with, the Company or the Group or the relevant Regulatory Authority or appropriate law enforcement agency, its or their advisers and any other third party appointed on its or their behalf in any internal or external investigation or administrative, regulatory, judicial or quasi-judicial proceedings or similar. The Employee acknowledges that this could involve, but is not limited to, attending interviews with the Company or any Group Company (or its or their advisers) or any Regulatory Authority or appropriate law enforcement agency, responding to or defending any threatened or actual regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company or the Group.
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16
|
RESTRICTIONS
|
16.1.
|
In consideration of the payment of £100, which is subject to deductions for income tax and employee’s National Insurance contributions, to be paid at the same time as the statutory redundancy payment under Clause 6, the Employee agrees that he will comply with the undertakings set out in Schedule 6, save that in respect of the undertakings in paragraphs 1.1(a) to 1.1(g) inclusive the Employee is only required to comply until 11 May 2021. Until 11 May 2021, the Employee shall notify the General Counsel of Affiliated Managers Group, Inc. prior to undertaking any commitments, including without limitation business investments, board appointments and non-profit service or political or governmental activities, which might potentially interfere with the Employee’s ability to fulfil his continuing responsibilities hereunder or which might reasonably be expected to have some effect on the public or investor relations positioning of the Company or Group.
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16.2.
|
If:
|
(a)
|
the Employee provides confirmation on, or within 14 days prior to, 15 February 2022 in the form set out in Schedule 7 that he has complied in full with the terms of this Agreement, including the undertakings set out in Schedule 6 (excluding paragraphs 1.1(a) to 1.1(g) after 11 May 2021), up to and including the date of such confirmation; and
|
(b)
|
the Company in its sole discretion (to be exercised reasonably and in good faith) determines that the Employee has complied in full with the terms of this Agreement, including the undertakings set out in Schedule 6 (excluding paragraphs 1.1(a) to 1.1(g) after 11 May 2021), up to and including the date the form set out in Schedule 7 is received by the Company,
|
16.3.
|
Subject to clause 16.2, the Company shall make the Deferred Compensation Payment no later than 15 March 2022. The Deferred Compensation Payment will be subject to any necessary or required deduction of income tax and employee’s National Insurance contributions in its entirety.
|
16.4.
|
The Employee understands that if the Company determines in its sole discretion (to be exercised reasonably and in good faith) that he has provided a false declaration under the form set out in Schedule 7, the Company will be entitled to withhold any Deferred Compensation Payment, or if the Deferred Compensation Payment has been made upon reliance on such a false declaration, the Employee will be required to repay the Deferred Compensation Payment to the Company and indemnify the Company for any fees it incurs (including reasonable legal fees) in respect of seeking repayment of the Deferred Compensation Payment.
|
16.5.
|
Should the Employee be in breach of the requirements of clause 16.1 (or any other provision of this Agreement), he will be in breach of this Agreement and the Company will be entitled to recover the Deferred Compensation Payment and damages (including reasonable legal fees) and/or seek injunctive relief.
|
17
|
Full and final settlement
|
17.1.
|
Without any admission of liability by the Company or any Group Company, the Employee accepts the terms set out in this Agreement in full and final settlement of any and all claims, complaints, demands, costs, expenses or rights of action which the Employee has or may have, however arising:
|
(a)
|
whether under common law, contract, statute, pursuant to European Union law or otherwise; and
|
(b)
|
whether in the United Kingdom or in any other jurisdiction in the world,
|
17.2.
|
Clause 17.1:
|
(a)
|
does not apply:
|
(i)
|
to any claim for pension entitlement which has accrued up to the Termination Date;
|
(ii)
|
to any claims which the Employee has or may have against the Company or any Group Company or its or their respective directors, officers or employees, in respect of personal injury, the nature of which has not arisen by or been alleged by the Employee on or before the date of this Agreement;
|
(iii)
|
in respect of the enforcement of this Agreement;
|
(b)
|
applies to:
|
(i)
|
such matters as are referred to in Clause 17.1 regardless of whether or not the Employee is aware, as at the date of this Agreement, of the facts giving rise to such claim or right of action; and
|
(ii)
|
such matters as are referred to in Clause 17.1 regardless of whether or not, as at the date of this Agreement, the law recognises the existence of such claims or rights of action.
|
17.3.
|
By the Employee’s signature of this Agreement the Employee agrees that he will not institute or commence any claims, actions or proceedings against the Company or any Group Company in relation to the Settlement Issues before any Employment Tribunal or court whether in respect of the Specified Claims or otherwise.
|
17.4.
|
So far as permitted by law, the Employee agrees that he will not pursue at any time in the future any subject access request, grievance and/or grievance appeal or an appeal against dismissal relating to any matter which is within his knowledge or ought reasonably to have been within his knowledge as at the date of this Agreement.
|
18
|
REPRESENTATIONS AND WARRANTIES
|
18.1.
|
The Employee agrees, represents and warrants that:
|
(a)
|
the Employee is not aware of any facts or matters which could give rise to any claim which is not being settled under this Agreement;
|
(b)
|
the Employee is not aware of any facts or matters which could give rise to a claim for personal injury and/or accrued pension rights against the Company and/or any Group Company;
|
(c)
|
the Employee has not commenced and will not commence or continue any action against the Company and/or any Group Company in relation to the Specified Claims or in relation to any other claim;
|
(d)
|
the Employee has not made any reference to the Information Commissioner in relation to any alleged breach by the Company or any Group Company of the Data Protection Act 1998, the GDPR and/or the Data Protection Act 2018.
|
(e)
|
as at the date of this Agreement, the Employee has not breached the confidentiality obligations in the Contract of Employment;
|
(f)
|
as at the date of this Agreement, apart from with personnel conducting his consultation process, the Employee has not made, or caused to be made, any derogatory, critical or untrue statements concerning the Company or any Group Company or the Group, its or their business or directors, officers or employees;
|
(g)
|
as at the date of this Agreement, the Employee has not done or omitted to do anything that would entitle the Company summarily to dismiss the Employee without compensation;
|
(h)
|
the Employee has not accepted or received any offer, or an indication of an offer, (conditional or unconditional) of a contract of employment or a contract for services or to hold any office or appointment; and
|
(i)
|
the Employee has kept confidential the circumstances connected with the termination of his employment and/or the details of this Agreement, and/or all discussions and negotiations on these subjects, save where such information has been disclosed as permitted in accordance with Clause 14.4 or 14.8.
|
19
|
ACKNOWLEDGMENT
|
19.1.
|
The Employee acknowledges that the Company is relying on Clause 17 (Full and final settlement), Clause 18 (Representations and warranties) and Clause 20 (Settlement Agreement) in deciding to enter into this Agreement. If the Employee breaches any of these provisions and a judgment or order is made against the Company or any Group Company, the Employee acknowledges that any such company or person will have a claim against the Employee for damages of not less than the amount of the judgment or order.
|
19.2.
|
The Employee agrees that if he pursues a claim against the Company and/or any Group Company, their respective directors, officers or employees in respect of the Specified Claims the Company will have an option (at its sole discretion) to require him to repay to the Company a sum equivalent to any Deferred Compensation Payment made under Clause 16.2 (after deduction of all tax and National Insurance contributions due). If the Company elects to require such repayment by the Employee, it shall notify him of this in writing. On receipt of such notification from the Company the Employee shall make such repayment in full to the Company plus interest from the date of the payment up to the date of such repayment, calculated at Barclays Bank Base Rate + 2%. The Employee agrees that said sum will be recoverable by the Company as a debt, and that the Company will be released from any continuing obligations under this Agreement, but that the remainder of the Agreement shall remain in force.
|
20
|
SETTLEMENT AGREEMENT
|
20.1.
|
The Employee acknowledges that the conditions regulating settlement agreements and compromise agreements under section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996, Regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the National Minimum Wage Act 1998, Regulation 41(4) of the Transnational Information and Consultation of Employees Regulations 1999, Regulation 9 of the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 of
|
20.2.
|
The Employee confirms that he has received legal advice from the Adviser in relation to the terms and effect of this Agreement, in particular its effect on him bringing any claim in the Employment Tribunal.
|
20.3.
|
The Employee has provided the name of the Adviser from whom he has taken said advice and the name and address of the organisation for whom the Adviser works and the Adviser has, on the headed notepaper of the Adviser’s organisation, signed a copy of the certificate set out in Schedule 5 (Certificate from the Independent Legal Adviser) to this Agreement.
|
21
|
MISCELLANEOUS
|
21.1.
|
Save for any Group Company, and for any directors, officers or employees of the Company or any Group Company, the parties do not intend any third party to have the right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999. The parties may terminate or vary this Agreement without the consent of any third party, even if that variation or termination affects the benefits conferred in this Agreement on that third party.
|
21.2.
|
Each party on behalf of itself and, in the case of the Company, as agent for any Group Companies acknowledges and agrees that:
|
(a)
|
Without prejudice to the rules and agreements concerning the Awards under Clause 9.1, this Agreement is the entire agreement between the parties, and replaces all previous agreements and understandings between them in relation to the Employee’s employment by the Company. These are deemed to have terminated as from the date of this Agreement;
|
(b)
|
in entering into this Agreement, the parties agree that no representations, warranties, undertakings or promises have been expressly or impliedly given by any person (whether a party to this Agreement or not, and whether in writing or not), other than those that are expressly stated in this Agreement; and
|
(c)
|
the only rights or remedies available to the parties arising out of any statement, representation, assurance or warranty shall be for breach of contract under the terms of this Agreement.
|
21.3.
|
Although marked “without prejudice” and “subject to contract”, once this Agreement has been signed by the Company and by the Employee and the certificate attached at Schedule 5 (Certificate from the Independent Legal Adviser) has been signed by the Adviser, it will be treated as an open agreement and binding between the Company and the Employee.
|
21.4.
|
This Agreement may be executed in any number of counterparts, which shall each constitute an original and together constitute one agreement. If this Agreement is executed in counterpart, it shall not be effective unless each party has executed at least one counterpart and the Adviser has signed the certificate attached at Schedule 5 (Certificate from the Independent Legal Adviser).
|
21.5.
|
Any reference in this Agreement to one gender includes a reference to the other gender. A reference to a Clause or Schedule is to a Clause of or Schedule to this Agreement and any reference to this Agreement includes its Schedules.
|
21.6.
|
A reference to a statute or a statutory provision includes a reference to:
|
(a)
|
any statutory amendment, consolidation or re-enactment of it to the extent in force from time to time;
|
(b)
|
all orders, regulations, instruments or other subordinate legislation (as defined in section 21(1) of the Interpretation Act 1978) made under it to the extent in force from time to time; and
|
(c)
|
any statute or statutory provision of which it is an amendment, consolidation or re-enactment.
|
21.7.
|
The headings to the Clauses are for ease of reference only and are to be ignored when interpreting this Agreement.
|
22
|
GOVERNING LAW AND JURISDICTION
|
22.1.
|
This Agreement and any non-contractual obligations arising in connection with it are governed by and construed in accordance with the laws of England.
|
22.2.
|
The English courts have exclusive jurisdiction to determine any dispute arising in connection with this Agreement, including disputes relating to any non-contractual matters.
|
(a)
|
past, present and future business and investment plans and strategy;
|
(b)
|
present and future marketing and sales plans and strategy;
|
(c)
|
past or present or proposed business dealings;
|
(d)
|
personnel and client information;
|
(e)
|
financial plans and projections;
|
(f)
|
past financial performance;
|
(g)
|
research and development projects, plans and studies;
|
(h)
|
proposed new products or services, or refinements to existing products or services;
|
(i)
|
formulae, production processes, secret processes and new working methods;
|
(j)
|
market research and analysis;
|
(k)
|
contact details of business contacts and clients, whether contained on a Company database or a Networking Site;
|
(l)
|
client requirements and contract details;
|
(m)
|
supplier sources and terms of business;
|
(n)
|
any information which is marked “confidential” or with a cognate expression, or which the Employee has been told is confidential;
|
(o)
|
any information which he would reasonably expect that the Company or any Group Company would regard as confidential; and
|
(p)
|
any information given to the Company or any Group Company in confidence by a third party;
|
1
|
failure (or otherwise) to pay in lieu of notice or damages for termination of employment without notice under the Employment Rights Act 1996;
|
2
|
breach of contract including but not limited to unpaid wages, unpaid notice pay, unpaid holiday pay, unpaid sick pay, maternity pay (statutory or otherwise), paternity pay (statutory or otherwise), adoption pay (statutory or otherwise), bonus and commission;
|
3
|
any claim under Part II of the Employment Rights Act 1996;
|
4
|
any claim in respect of any share options, equity awards or any other bonus schemes held by the Employee in the Company or in any Group Company or ancillary schemes offered or provided by the Company or any Group Company;
|
5
|
personal injury claims the nature of which has arisen by or has been alleged by the Employee on or before the date of this Agreement;
|
6
|
any claim under tort or common law;
|
7
|
unfair dismissal (constructive or otherwise) under section 98 of the Employment Rights Act 1996;
|
8
|
failure to pay a redundancy payment whether statutory under the Employment Rights Act 1996 or enhanced;
|
9
|
unauthorised deductions from wages or payments under the Employment Rights Act 1996;
|
10
|
failure to provide equal treatment or pay for like, equivalent or equal value work whether arising under the Equality Act 2010 or the EU Equal Pay Directive No 75/117/EEC or Article 157 of the Treaty of the Functioning of the European Union;
|
11
|
discrimination (direct or indirect), harassment or victimisation related to sex, gender reassignment, being married or in a civil partnership, pregnancy or maternity leave, or harassment of a sexual nature, under the Equality Act 2010;
|
12
|
discrimination (direct or indirect), harassment or victimisation related to race, colour, nationality or ethnic origin or national origin under the Equality Act 2010;
|
13
|
discrimination (direct or indirect), harassment or victimisation related to disability or failure of an employer to make reasonable adjustments under the Equality Act 2010, or discrimination arising from a disability under the Equality Act 2010;
|
14
|
discrimination (direct or indirect), harassment or victimisation related to religion or belief under the Equality Act 2010;
|
15
|
discrimination (direct or indirect), harassment or victimisation related to sexual orientation under the Equality Act 2010;
|
16
|
discrimination (direct or indirect), harassment or victimisation related to age under the Equality Act 2010;
|
17
|
unfair dismissal (constructive or otherwise) or other detriment on the grounds of or in relation to claiming, asserting or exercising a statutory right under the Employment Rights Act 1996;
|
18
|
unfair dismissal (constructive or otherwise) or other detriment due to exercising rights relating to protected public interest disclosures under the Public Interest Disclosure Act 1998 and the Employment Rights Act 1996;
|
19
|
unfair dismissal (constructive or otherwise), less favourable treatment or other detriment as a result of being a part-time worker by comparison to a full time worker pursuant to the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000;
|
20
|
unfair dismissal (constructive or otherwise), less favourable treatment or other detriment as a result of being a fixed-term employee by comparison to a permanent employee pursuant to the Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002;
|
21
|
unfair dismissal (constructive or otherwise) or other detriment due to exercising or seeking to exercise rights to be accompanied or to accompany a fellow employee at a disciplinary or grievance hearing or failure to postpone the hearing if the employee’s companion is unavailable under the Employment Relations Act 1999 and the Employment Rights Act 1996;
|
22
|
unfair dismissal (constructive or otherwise) or other detriment (including victimisation) on grounds of or in relation to a pregnancy, child birth, ante-natal care (or pay), maternity leave, paternity leave, shared parental leave, unpaid parental leave, adoptive leave, keeping in touch days or time off for dependants under the Employment Rights Act 1996, the Maternity and Parental Leave etc Regulations 1999, the Paternity and Adoption Leave Regulations 2002, the Additional Paternity Leave Regulations 2010 and the Shared Parental Leave Regulations 2014;
|
23
|
unreasonably postponing a period of parental leave or preventing or attempting to prevent an employee taking parental leave under the Employment Rights Act 1996;
|
24
|
unfair dismissal (constructive or otherwise) or any other detriment in relation to a request for flexible working or any other claim in relation to a request for flexible working under the Employment Rights Act 1996;
|
25
|
breach of contract arising out of a failure to comply with Regulation 4 of the Transfer of Undertakings (Protection of Employment) Regulations 2006;
|
26
|
unfair dismissal (constructive or otherwise) on grounds that the dismissal was due to a transfer or a reason connected with it under the Transfer of Undertakings (Protection of Employment) Regulations 2006;
|
27
|
unfair dismissal (constructive or otherwise) or other detriment relating to being, not being or proposing to become a trade union member under the Trade Union and Labour Relations (Consolidation) Act 1992;
|
28
|
unfair dismissal (constructive or otherwise) or other detriment relating to failure to limit the weekly or nightly working time, or to ensure appropriate rest periods and breaks or compensatory rest or annual leave entitlement or payment in lieu of leave under the Working Time Regulations 1998;
|
29
|
unfair dismissal (constructive or otherwise) or other detriment for being an employee representative or standing for elections or performing or proposing to perform the functions or activities as an employee representative under the Employment Rights Act 1996;
|
30
|
unfair dismissal (constructive or otherwise) or other detriment for health and safety reasons under the Employment Rights Act 1996;
|
31
|
unfair dismissal (constructive or otherwise) or other detriment for making or proposing to make an application, exercising a right or bringing proceedings or alleging grounds for bringing proceedings relating to flexible working under the Employment Rights Act 1996;
|
32
|
failure to provide a written statement of reasons for dismissal or disputes as to the contents of the statement under the Employment Rights Act 1996;
|
33
|
failure on the part of the Company to inform and consult with appropriate employee representatives or a trade union about a proposed transfer or fulfil the requirements for the election of employee representatives under the Transfer of Undertakings (Protection of Employment) Regulations 2006;
|
34
|
failure on the part of the Company to inform and consult with the Employee, their elected representative or trade union over a redundancy situation pursuant to the Trade Union and Labour Relations (Consolidation) Act 1992;
|
35
|
failure on the part of the Company to fulfil the requirements for the election of employee representatives relating to a redundancy situation pursuant to the Trade Union and Labour Relations (Consolidation) Act 1992;
|
36
|
failure to allow time off for public duties or for dependants pursuant to the Employment Rights Act 1996;
|
37
|
failure to allow reasonable time off to look for work or arrange training or failure to provide remuneration for time off under the Employment Rights Act 1996;
|
38
|
failure to provide a written statement of terms and conditions or an adequate statement and a statement of any subsequent changes to those terms under the Employment Rights Act 1996;
|
39
|
failure to provide a written itemised pay statement or an adequate statement under the Employment Rights Act 1996;
|
40
|
any claims under the Protection from Harassment Act 1997; and
|
41
|
any claims under the Data Protection Act 1998, the GDPR and/or the Data Protection Act 2018.
|
(a)
|
directly or indirectly, either alone or jointly, with or on behalf of any person, undertaking or organisation; and
|
(b)
|
as principal, partner, manager, employee, contractor, director, consultant, investor, holder of shares or securities, co-venturer, or otherwise; but
|
(c)
|
excluding (x) the ownership for investment purposes only of not more than 5% of the issued ordinary shares of a company whose shares are listed on any Recognised Investment Exchange (as defined in section 285 of the Financial Services and Markets Act 2000 (as amended from time to time)) and (y) acting as an agent for a Restricted Business in the course of employment for a business which is not a Restricted Business.
|
(a)
|
has senior managerial, executive or senior technical status within the Company or any Group Company;
|
(b)
|
is employed in a role which has significant responsibility with respect to Investment Management Services; or
|
(c)
|
has a title at the Director level or above.
|
1
|
UNDERTAKINGS
|
1.1.
|
The Employee will not in any Capacity (without receiving the express written approval of the Company in advance):
|
(a)
|
be employed, engaged, or be concerned or interested in, or provide services to, or invest in, any Restricted Business;
|
(b)
|
take any action to negotiate or discuss with any person or entity, or solicit or seek to solicit:
|
(i)
|
any investment in any entity in which the Company or any Group Company hold any securities or other investment interests; or
|
(ii)
|
any investment in any other entity with which the Company or any Group Company is or was discussing or negotiating any possible investment therein at any time during the 12 months preceding the Termination Date where the Employee was aware of such discussions and/or negotiations at the time of his action;
|
(c)
|
provide Investment Management Services to any Restricted Client or Restricted Prospective Client in competition with the Company or any Group Company;
|
(d)
|
deal with, or facilitate or assist a third party to deal with, any Restricted Client or Restricted Prospective Client for the purpose of providing, or seeking to provide, Investment Management Services in competition with the Company or any Group Company;
|
(e)
|
canvass, solicit or approach, or facilitate or assist a third party to canvass, solicit or approach, any Restricted Client or Restricted Prospective Client, for the purpose of providing, or seeking to provide, Investment Management Services in competition with the Company or any Group Company;
|
(f)
|
cause, or seek to cause, or facilitate or assist a third party to cause, any funds or accounts in respect of which the Company or any Group Company provide Investment Management Services to be withdrawn;
|
(g)
|
divert or take away, or seek to divert or take away, or facilitate or assist a third party to divert or take away, any funds or investment accounts in respect of which the Company or any Group Company provide Investment Management Services;
|
(h)
|
(i) solicit or entice, or seek to solicit or entice, away from the employment of the Company or any Group Company; (ii) offer to employ or engage; (iii) employ or engage; or (iv) induce the breach of contract of employment of, any Key Employee;
|
(i)
|
do or say anything likely or calculated to lead any person, undertaking or organisation to withdraw from or cease to continue offering to any Group Company any rights of purchase, sale, import, distribution or agency;
|
(j)
|
make, or cause to be made, any false, disparaging, derogatory, damaging and/or critical statements to any person or entity, including without limitation, any Networking Site or media outlet (including, but not limited to, any internet-based chat rooms, message boards, blogs and/or web pages), industry groups, financial institutions, current or former employees, affiliates, consultants, clients or customers of the Company or any Group Company or the Group regarding the Company or any Group Company or the Group or any of its or their partners, directors, officers, employees, agents or representatives, or about the Company or any Group Company or the Group’s business affairs, services, products, activities and/or financial condition; or take any other action or induce anyone else to take any action that could have a detrimental or harmful effect on the interests of the Company or any Group Company or the Group or any of its or their officers, employees, directors, partners, clients, affiliates or business practices (it being understood that a determination of whether the Employee’s actions have had any such detrimental or harmful effect shall be at the sole discretion of the Company); and
|
(k)
|
falsely represent himself as being connected with or interested in the Group.
|
1.2.
|
The Employee agrees that:
|
(i)
|
he has taken legal advice in relation to the restrictions contained in paragraphs 1.1(a) to 1.1(k);
|
(ii)
|
each of the provisions contained in paragraphs 1.1(a) to 1.1(k) constitutes an entirely separate, severable and independent covenant and restriction on him;
|
(iii)
|
the duration, extent and application of each of the restrictions contained in paragraphs 1.1(a) to 1.1(k) is no greater than is necessary for the protection of the legitimate business interests of the Group;
|
(iv)
|
if a restriction on the Employee contained in paragraph 1.1(a) to 1.1(k) is found to be void but would be valid if some part of it were deleted, the restriction will apply with such deletion as may be necessary to make it valid and effective; and
|
(v)
|
the provisions of this Schedule 6 are given for the benefit of the Company and each Group Company and may be enforced by the Company on behalf of all or any of them. The Company may also assign the benefit of any of the provisions of this Schedule 6 to any Group Company.
|
Signed by Alexandra K. Lynn for and on behalf of AFFILIATED MANAGERS GROUP LIMITED
|
)
)
|
|
|
|
/s/ Alexandra K. Lynn
|
|
|
Alexandra K. Lynn
Authorized Signatory
|
Signed by Mr. Hugh P. B. Cutler
|
)
|
/s/ Hugh P. B. Cutler
|
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
President and 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/ THOMAS M. WOJCIK
|
|
|
Thomas M. Wojcik
Chief Financial 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
President and 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/ THOMAS M. WOJCIK
|
|
|
Thomas M. Wojcik
Chief Financial Officer
|