AFFILIATED MANAGERS GROUP INC

Management’s Report on Internal Control Over Financial Reporting

Management of Affiliated Managers Group, Inc. (the “Company”) is responsible for establishing and maintaining adequate

internal control over financial reporting. The Company’s internal control over financial reporting processes are designed by, or

under the supervision of, the Company’s chief executive and chief financial officers and applied by the Company’s Board of

Directors, management, and other senior employees to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with

accounting principles generally accepted in the U.S.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable

assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with

accounting principles generally accepted in the U.S., and that receipts and expenditures are being made only in accordance with

authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on its

financial statements.

As of December 31, 2024, management conducted an assessment of the effectiveness of the Company’s internal control

over financial reporting based on the framework established in Internal Control—Integrated Framework (2013)issued by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has

determined that the Company’s internal control over financial reporting as of December 31, 2024 was effective.

The Company’s internal control over financial reporting as of December 31, 2024 has been audited by

PricewaterhouseCoopers LLP (PCAOB ID 238), an independent registered public accounting firm, as stated in their report

appearing in “Report of Independent Registered Public Accounting Firm,” which expresses an unqualified opinion on the

effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Affiliated Managers Group, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Affiliated Managers Group, Inc. and its affiliates (the

“Company”) as of December 31,2024 and 2023, and the related consolidated statements of income, of comprehensive income,

of changes in equity and of cash flows for each of the three years in the period ended December 31,2024, including the related

notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the

“consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of

December 31,2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial

position of the Company as of December 31,2024 and 2023, and the results of its operations and its cash flows for each of the

three years in the period ended December 31,2024 in conformity with accounting principles generally accepted in the United

States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over

financial reporting as of December 31,2024, based on criteria established in Internal Control - Integrated Framework (2013)

issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal

control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included

in Management’s Report on Internal Control Over Financial Reporting appearing under Item 8. Our responsibility is to express

opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting

based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,

whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material

respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement

of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated

financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal

control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the

risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based

on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the

circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures

that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial

statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or

disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or

complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated

financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Assessment for an Equity Method Investment in an Affiliate

As described in Notes 1 and 8 to the consolidated financial statements, management periodically evaluates its equity method

investments in affiliates for impairment by performing assessments to determine if the fair value may have declined below the

related carrying value for a period that they consider to be other-than-temporary. In the second quarter of 2024, management

concluded that due to an anticipated decline in assets under management, which decreased the forecasted income associated

with an equity method investment in an affiliate, there was a $39.9 million expense to reduce the carrying value of the equity

method investmentin an affiliateto fair value. The fair value of the equity method investment in an affiliate was determined

using a discounted cash flow analysis that included discount rates for asset- and performance-based fees, long-term growth rate,

growth in assets under management, and market participant tax rate. The Company’s equity method investments in affiliates

(net)balance was $2,246.6 million as of December 31, 2024, a portion which relates to the equity method investment in an

affiliate with a reduction in the carrying value to fair value in the second quarter of 2024.

The principal considerations for our determination that performing procedures relating to the impairment assessment for an

equity method investment in an affiliate is a critical audit matter are (i) the significant judgment by management when

developing the fair value estimate of the equity method investment in an affiliate, (ii) a high degree of auditor judgment,

subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the discount

rates for asset- and performance-based fees, and (iii) the audit effort involved the use of professionals with specialized skill and

knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall

opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to

management’s impairment assessment for the equity method investment in an affiliate, including controls over the discounted

cash flow analysis and significant assumptions used to develop the fair value estimate of an equity method investment in an

affiliate. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate

of the equity method investment in an affiliate, (ii) evaluating the appropriateness of the discounted cash flow analysis used by

management, (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow analysis, and

(iv) evaluating the reasonableness of the significant assumptions used by management related to the discount rates for asset-

and performance-based fees. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the

appropriateness of the discounted cash flow analysis and (ii) the reasonableness of the discount rates for asset- and

performance-based fees.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

February 14, 2025

We have served as the Company’s auditor since 1993.

CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share data)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

CONSOLIDATED BALANCE SHEETS

(in millions, except par value)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions, except dividends per share)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Summary of Significant Accounting Policies

(a)Organization and Nature of Operations

Affiliated Managers Group, Inc. (“AMG” or the “Company”) is a strategic partner to leading independent investment

management firms globally. AMG’s strategy is to generate long-term value by investing in high-quality independent partner-

owned firms, which the Company refers to as “Affiliates.”The Company’s Affiliates provide a comprehensive and diverse

range of differentiated investment strategies designed to assist institutional and wealth clients worldwide in achieving their

investment objectives.

Each of the Company’s Affiliates operates through distinct legal entities, which affords the Company the flexibility to

design a separate operating agreement for each Affiliate. Each operating agreement reflects the specific terms of the

Company’s economic participation in the Affiliate, which, in each case, uses a “structured partnership interest.”

The form of the Company’s structured partnership interests in Affiliates differs from Affiliate to Affiliate and ranges from

structures where the Company contractually shares in the Affiliate’s revenue without regard to expenses, comprising Affiliates

that contribute a majority of the Company’s Consolidated revenue, to others where the Company contractually shares in the

Affiliate’s revenue less agreed-upon expenses. Further, the structure at a particular Affiliate, or the expenses that the Company

agrees to share in, may change during the course of the Company’s investment. Where the Company shares in the Affiliate’s

revenue without regard to expenses, the Affiliate allocates a specified percentage of its revenue to the Company and Affiliate

management, while using the remainder for operating expenses and additional distributions to Affiliate management. The

Company and Affiliate management, therefore, participate in any increase or decrease in revenue and only Affiliate

management participates in any increase or decrease in expenses. Under these structured partnership interests, the Company’s

contractual share of revenue generally has priority over distributions to Affiliate management. Where the Company shares in

the Affiliate’s revenue less agreed-upon expenses, the Company benefits from any increase in revenue or any decrease in the

agreed-upon expenses, but also has exposure to any decrease in revenue or any increase in such agreed-upon expenses. The

degree of the Company’s exposure to agreed-upon expenses from these structured partnership interests varies by Affiliate, and

includes several Affiliates in which the Company fully shares in the expenses of the business.

(b)Basis of Presentation and Use of Estimates

The Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles

generally accepted in the U.S. (“GAAP”). All dollar amounts, except per share, per unit, and per option data in the text and

tables herein, are stated in millions unless otherwise indicated. All intercompany balances and transactions have been

eliminated. Certain reclassifications have been made to the prior period’s financial statements to conform to the current

period’s presentation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

(c)Principles of Consolidation

In evaluating whether an investment must be consolidated, the Company evaluates the risk, rewards, and significant terms

of each of its Affiliates and other investments to determine if an investment is considered a voting rights entity (“VRE”) or a

variable interest entity (“VIE”). An entity is a VRE when the total equity investment at risk is sufficient to enable the entity to

finance its activities independently, and when the equity holders have the obligation to absorb losses, the right to receive

residual returns, and the right to direct the activities of the entity that most significantly impact its economic performance. An

entity is a VIE when it lacks one or more of the characteristics of a VRE, which, for the Company, are Affiliate investments

structured as partnerships (or similar entities) where the Company is a limited partner and lacks substantive kick-out or

substantive participation rights over the general partner. Assessing whether an entity is a VRE or VIE involves judgment.

Upon the occurrence of certain events, management reviews and reconsiders its previous conclusion regarding the status of an

entity as a VRE or a VIE.

The Company consolidates VREs when it has control over significant operating, financial, and investing decisions of the

entity. When the Company lacks such control, but is deemed to have significant influence, the Company accounts for the VRE

under the equity method. Investments with readily determinable fair values in which the Company does not have rights to

exercise significant influence are recorded at fair value on the Consolidated Balance Sheets, with changes in fair value included

in Investment and other income on the Consolidated Statements of Income.

The Company consolidates VIEs when it is the primary beneficiary of the entity, which is defined as having the power to

direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or the

right to receive benefits from, the entity that could potentially be significant to the VIE. Substantially all of the Company’s

consolidated Affiliates considered VIEs are controlled because the Company holds a majority of the voting interests or it is the

managing member or general partner. Furthermore, an Affiliate’s assets can be used for purposes other than the settlement of

the respective Affiliate’s obligations. The Company applies the equity method of accounting to VIEs where the Company is

not the primary beneficiary, but has the ability to exercise significant influence over operating and financial matters of the VIE.

See Note 4.

Investments in Affiliates

Substantially all of the Company’s Affiliates are considered VIEs and are either consolidated or accounted for under the

equity method. A limited number of the Company’s Affiliates are considered VREs and most of these are accounted for under

the equity method.

When an Affiliate is consolidated, the portion of the earnings attributable to Affiliate management’s and any co-investor’s

equity ownership is included in Net income (non-controlling interests) in the Consolidated Statements of Income.

Undistributed earnings attributable to Affiliate management’s and any co-investor’s equity ownership, along with their share of

any tangible or intangible net assets, are included in Non-controlling interests on the Consolidated Balance Sheets. Affiliate

equity interests where the holder has certain rights to demand settlement are presented, at their current redemption values, as

Redeemable non-controlling interests or Other liabilities on the Consolidated Balance Sheets. The Company periodically

issues, sells, and purchases the equity of its consolidated Affiliates. Because these transactions take place between entities

under common control, any gains or losses attributable to these transactions are required to be included in Additional paid-in

capital on the Consolidated Balance Sheets, net of any related income tax effects in the period the transaction occurs.

When an Affiliate is accounted for under the equity method, the Company’s share of an Affiliate’s earnings or losses, net

of amortization and impairments, is included in Equity method income (net) in the Consolidated Statements of Income and the

carrying value of the Affiliate is recorded in Equity method investments in Affiliates (net) in the Consolidated Balance Sheets.

The Company periodically performs assessments to determine if the fair value of an investment may have declined below

its related carrying value for its Affiliates accounted for under the equity method for a period that the Company considers to be

other-than-temporary. The Company performs these assessments if certain triggering events occur or annually during the

fourth quarter. The Company first considers whether certain qualitative factors indicate an increased likelihood of a decline in

the fair value of an Affiliate during the reporting period. If such a decline is identified, and it is likely that an investment’s fair

value may have declined below its carrying value, the Company performs a quantitative assessment to determine if an

impairment exists. Impairments are recorded as an expense in Equity method income (net) to reduce the carrying value of the

Affiliate to its fair value.

Affiliate Sponsored Investment Products

The Company’s Affiliates sponsor various investment products where the Affiliate also acts as the investment adviser.

These investment products are typically owned primarily by third-party investors; however, certain products are funded with

general partner and seed capital investments from the Company and its Affiliates.

Third-party investors in Affiliate sponsored investment products are generally entitled to substantially all of the economics

of these products, except for the asset- and performance-based fees earned by the Company’s Affiliates or any gains or losses

attributable to the Company’s or its Affiliates’ investments in these products. As a result, the Company generally does not

consolidate these products. However, for certain products, the Company’s consolidated Affiliates, as the investment manager,

have the power to direct the activities of the investment product and have an exposure to the economics of theproduct that is

more than insignificant, though generally only for a short period while the product is established and has yet to attract

significant third-party investors. When the products are consolidated, the Company retains the specialized investment company

accounting principles of the underlying products, and all of the underlying investments are carried at fair value in Investments

on the Consolidated Balance Sheets, with corresponding changes in the investments’ fair values included in Investment and

other income. Purchases and sales of securities are included in purchases and sales by consolidated Affiliate sponsored

investment products in the Consolidated Statements of Cash Flows, respectively, and the third-party investors’ interests are

recorded in Redeemable non-controlling interests. When the Company or its consolidated Affiliates no longer control these

products, due to a reduction in ownership or other reasons, the products are deconsolidated with only the Company’s or its

consolidated Affiliate’s investment in the product reported from the date of deconsolidation.

(d)Cash and Cash Equivalents

The Company considers certain highly liquid investments, including money market mutual funds, with original maturities

of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates market value due to the

short-term maturity of these investments. Money market mutual funds with a floating net asset value (“NAV”) would not meet

the definition of a cash equivalent if the fund has enacted liquidity fees or redemption gates.

(e)Receivables

The Company’s Affiliates earn asset- and performance-based fees, which are billed based on the terms of the related

contracts. Billed but uncollected asset- and performance-based fees are recorded in Receivables on the Consolidated Balance

Sheets and are generally short-term in nature.

Certain of the Company’s Affiliates in the UK act as intermediaries between clients and their sponsored investment

products. Normal settlement periods on transactions initiated by these clients with the sponsored investment products result in

unsettled fund share receivables and payables that are presented on a gross basis within Receivables and Payables and accrued

liabilities on the Consolidated Balance Sheets. The gross presentation of these receivables and offsetting payables reflects the

legal relationship between the underlying investor, the Company’s Affiliates, and the sponsored investment products.

(f)Investments

Investments in marketable securities

Equity securities

Equity securities are measured at fair value which reflects the cost of the investment as well as unrealized gains and losses

which are recorded in Investment and other income. Realized gains and losses on equity securities are recorded in Investment

and other income on the trade date on a specific identification basis, except for consolidated Affiliate sponsored investment

products which use an average cost basis.

Debt securities

Investments in debt securities are classified as either trading, available-for-sale, or held-to-maturity based on the

Company’s intent and ability to hold the security to maturity. Securities classified as trading are measured at fair value which

reflects the cost of the investment as well as unrealized gains and losses which are recorded in Investment and other income.

Securities classified as available-for-sale are measured at fair value which reflects amortized cost of the investment as well as

unrealized gains and losses which are recorded in Accumulated other comprehensive loss as a separate component of

stockholders’ equity on the Consolidated Balance Sheets. Securities classified as held-to-maturity are measured at amortized

cost. Realized gains and losses on debt securities are recorded in Investment and other income.

Other investments

Investments Measured at NAV as a Practical Expedient

The Company’s Affiliates sponsor funds in which the Company and its Affiliates may make general partner and seed

capital investments. These funds generally operate in partnership form and apply the specialized fair value accounting for

investment companies. Because the funds’ investments do not have readily determinable fair values, the Company uses the

NAV of these investments as a practical expedient for their fair values.

Investments Without Readily Determinable Fair Values

When an investment does not have a readily determinable fair value and does not qualify for the practical expedient to

estimate fair value, such as an investment in a private corporation where the Company does not exercise significant influence,

the Company generally elects to measure such investments at cost minus impairments, if any, plus or minus changes resulting

from observable price changes in orderly transactions for identical or similar investments.

Realized and unrealized gains and losses related to other investments are recorded in Investment and other income.

(g)Fair Value Measurements

The Company determines the fair value of certain investment securities and other financial and non-financial assets and

liabilities. Fair value is determined based on the price that would be received for an asset or paid to transfer a liability in an

orderly transaction between market participants in the principal or most advantageous market at the measurement date, utilizing

a hierarchy of three different valuation techniques:

Level 1 - Unadjusted quoted market prices for identical instruments in active markets;

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in

markets that are not active; and model-derived valuations whose inputs, or significant value drivers, are observable; and

Level 3 - Prices that reflect the Company’s own assumptions concerning unobservable inputs to the valuation model. In

these valuation models, the Company is required to make judgments about growth rates of assets under management, client

attrition, asset- and performance-based fee rates, and expenses. These valuation models also require judgments about tax

benefits, credit risk, interest rates, tax rates, discount rates, volatility, and discounts for lack of marketability. These inputs

require significant management judgment and reflect the Company’s assumptions that the Company believes market

participants would use in pricing the asset or liability.

(h)Acquired Client Relationships and Goodwill

Each Affiliate in which the Company makes an investment has identifiable assets arising from contractual or other legal

rights with their clients (“acquired client relationships”). In determining the value of acquired client relationships, the Company

analyzes the net present value of these Affiliates’ existing client relationships based on a number of factors, including: the

Affiliate’s historical and potential future operating performance; the Affiliate’s historical and potential future rates of attrition

of existing clients; the stability and longevity of existing client relationships; the Affiliate’s recent, as well as long-term,

investment performance; the characteristics of the firm’s products and investment styles; the stability and depth of the

Affiliate’s management team; and the Affiliate’s history and perceived franchise or brand value.

The Company has determined that certain of its acquired client relationships meet the criteria to be considered indefinite-

lived assets because the Company expects the contracts to be renewed annually and, therefore, the cash flows generated by

these contracts to continue indefinitely. Accordingly, the Company does not amortize these intangible assets, but instead

assesses these assets annually or more frequently whenever events or circumstances occur indicating that the recorded

indefinite-lived acquired client relationship may be impaired. Each reporting period, the Company assesses whether events or

circumstances have occurred that indicate that the indefinite life criteria are no longer met.

The Company has determined that certain of its acquired client relationships meet the criteria to be considered definite-

lived assets, including investment advisory contracts between its Affiliates and their underlying investors, and are amortized

over their expected period of economic benefit. The expected period of economic benefit of definite-lived acquired client

relationships is a judgment based on the historical and projected attrition rates of each Affiliate’s existing clients, and other

factors that may influence the expected future economic benefit the Company will derive from these relationships. The

expected lives of definite-lived acquired client relationships are analyzed annually or more frequently whenever events or

circumstances have occurred that indicate the expected period of economic benefit may no longer be appropriate.

The Company assesses for the possible impairment of indefinite- and definite-lived acquired client relationships annually

or more frequently whenever events or changes in circumstances indicate that the carrying amount of the asset may not be

recoverable. If such indicators exist, the Company considers various qualitative and quantitative factors (including market

multiples) to determine if the fair value of each asset is greater than its carrying value. If the carrying value is greater than the

fair value, an expense would be recorded in Intangible amortization and impairments in the Consolidated Statements of Income

to reduce the carrying value of the asset to fair value.

Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not

separately recognized. Goodwill is not amortized, but is instead reviewed for impairment. The Company performs an

impairment assessment annually or more frequently whenever events or circumstances occur indicating that the carrying value

of its single reporting unit is in excess of its fair value. In this assessment, the Company typically measures the fair value of its

reporting unit using various qualitative and quantitative factors (including the Company’s market capitalization and market

multiples for asset management businesses). If a potential impairment is more-likely-than-not, then the Company will perform

a single step assessment with any excess of carrying value over fair value recorded as an expense in Intangible amortization and

impairments.

(i)Fixed Assets

Fixed assets are recorded at cost and depreciated using the straight-line method over their estimated useful lives. The

estimated useful lives of office equipment and furniture and fixtures range fromtwo years toten years andthree years toten

years, respectively. Computer software developed or obtained for internal use is amortized over the estimated useful life of the

software, generallytwo years tofive years. Leasehold improvements are amortized over the shorter of their estimated useful

lives or the term of the lease. Buildings are amortized over their expected useful lives, generally not to exceed 39 years. The

costs of improvements that extend the life of a fixed asset are capitalized, while the cost of repairs and maintenance are

expensed as incurred. Land and artwork are not depreciated; artwork is included in Other assets on the Consolidated Balance

Sheets.

(j)Leases

Leases are classified as either operating leases or finance leases. The Company and its Affiliates currently lease office

space and equipment primarily under operating lease arrangements. As these leases expire, it is expected that, in the normal

course of business, they will be renewed or replaced. Whether a lease is classified as an operating lease or a finance lease, the

Company and its Affiliates must record a right-of-use asset and a lease liability at the commencement date of the lease, other

than for leases with an initial term of 12 months or less. As permitted under Accounting Standard Update (“ASU”) 2016-02

Leases (and related ASUs), the Company and its Affiliates elect not to record short-term leases with an initial lease term less

than 12 months on the Consolidated Balance Sheets. Right-of-use assets and lease liabilities are included in Other assets and

Other liabilities, respectively. A lease liability is initially and subsequently reported at the present value of the outstanding

lease payments determined by discounting those lease payments over the remaining lease term using the incremental borrowing

rate of the legal entity entering into the lease as of the commencement date. A right-of-use asset is initially reported at the

present value of the corresponding lease liability plus any prepaid lease payments and initial direct costs of entering into the

lease, and reduced by any lease incentives. Subsequently, a right-of-use asset is reported at the present value of the lease

liability adjusted for any prepaid or accrued lease payments, remaining balances of any lease incentives received, unamortized

initial direct costs of entering into the lease, and any impairments of the right-of-use asset. The Company and its Affiliates test

for possible impairments of right-of-use assets annually or more frequently whenever events or changes in circumstances

indicate that the carrying value of a right-of-use asset may exceed its fair value. If the carrying value of the right-of-use asset

exceeds its fair value, then the carrying value of the right-of-use asset is reduced to its fair value and the expense is recorded in

Other expenses (net) in the Consolidated Statements of Income. Subsequent to an impairment, the carrying value of the right-

of-use asset is amortized on a straight-line basis over the remaining lease term.

Lease liabilities and right-of-use assets based on variable lease payments that depend on an index or rate are initially

measured using the index or rate at the commencement date with any subsequent changes in variable lease payments recorded

in Other expenses (net) as incurred. Most lease agreements for office space that are classified as operating leases contain

renewal options, rent escalation clauses, or other lease incentives provided by the lessor. Lease expense is accrued to recognize

lease escalation provisions and renewal options that are reasonably certain to be exercised, as well as lease incentives provided

by the lessor, on a straight-line basis over the lease term and is recorded in Other expenses (net). If a right-of-use asset is

impaired, the lease expense is subsequently recorded in Other expenses (net) as the straight-line amortization of the right-of-use

asset and the accretion of the lease liability, thereby transitioning to a front-loaded expense recognition profile for the associated

lease.

The Company and its Affiliates combine lease and non-lease components for their office space leases and separate non-

lease components for their equipment leases in calculating their lease liabilities. Sublease income is recorded in Investment and

other income.

(k)Debt

The Company’s debt instruments are carried at amortized cost. Unamortized discounts and debt issuance costs associated

with its debt instruments, with the exception of the Company’s senior unsecured multicurrency revolving credit facility (the

“revolver”), are presented on the Consolidated Balance Sheets as an adjustment to the carrying value of the associated debt.

The carrying value of the debt is accreted to the principal amount at maturity over the remaining life of the underlying debt.

The accretion of the debt and the amortization of debt issuance costs, are recorded in Interest expense in the Consolidated

Statements of Income, using the effective interest method.

Unamortized issuance costs associated with the revolver are recorded in Other assets and amortized over the remaining

term of the revolver to Interest expense.

Gains and losses on repurchases or settlement of debt are recorded in Interest expense.

(l)Derivative Financial Instruments

The Company and its Affiliates may use derivative financial instruments to offset exposure to changes in interest rates,

foreign currency exchange rates, and markets. The Company records derivatives on the Consolidated Balance Sheets at fair

value. The Company assesses hedge effectiveness at derivative inception and on a quarterly basis. Changes in fair value of a

hedging instrument that are excluded from the assessment of hedge effectiveness, also known as excluded components, are

recorded in earnings on a straight-line basis over the respective period of the contracts.

For derivative financial instruments designated as cash flow hedges, the Company uses a qualitative method of assessing

hedge effectiveness by comparing the notional amounts, timing of payments, currencies (for forward foreign currency

contracts), and interest rates (for interest rate swaps). The effective portion of the unrealized gain or loss is recorded in Other

comprehensive income (loss), net of tax as a separate component of stockholders’ equity and reclassified to earnings with the

hedged item. If the qualitative assessment indicates ineffectiveness, then the Company performs a quantitative assessment

which is generally measured by comparing the present value of the cumulative change in the expected future cash flows of the

hedged contract with the present value of the cumulative change in the expected future cash flows of the hedged item. Upon

termination of these instruments or the repayment of the Company’s outstanding Secured Overnight Financing Rate (“SOFR”)-

based borrowings, any gain or loss recorded in Accumulated other comprehensive loss will be reclassified into earnings.

Changes in the fair values of cash flow hedges are recorded in Change in net realized and unrealized gain (loss) on derivative

financial instruments in the Consolidated Statements of Comprehensive Income.

For net investment hedges, hedge effectiveness is measured using the spot rate method. The effective portion of the

unrealized gain or loss is recorded in Other comprehensive income (loss) as a separate component of stockholders’ equity and

reclassified to earnings with the hedged item. Changes in the fair values of the effective net investment hedges are recorded in

Foreign currency translation gain (loss) in the Consolidated Statements of Comprehensive Income. Upon the sale or liquidation

of the underlying investment, any gain or loss remaining in Accumulated other comprehensive loss will be reclassified to

earnings.

If the Company’s or its Affiliates’ derivative financial instruments do not qualify as effective hedges, changes in the fair

value of the derivatives are recorded as a gain or loss in Investment and other income.

(m)Revenue Recognition

Consolidated revenue primarily represents asset- and performance-based fees earned by the Company and its consolidated

Affiliates for managing the assets of clients. Substantially all of the Company’s and its Affiliates’ contracts contain a single

performance obligation, which is the provision of investment management services. Investment management, broker-dealer,

and administrative services are performed and consumed simultaneously and, therefore, the Company recognizes these asset-

based fees ratably over time. Substantially all the Company’s asset-based fees for services are based on the value of client

assets over time, which are typically determined using observable market data, or on committed capital. Services may be

invoiced in advance or in arrears and are payable upon receipt. Any asset-based fees collected in advance are deferred and

recognized as the services are performed and consumed. Consolidated revenue recognized by the Company is adjusted for any

expense reimbursement arrangements. The Company’s Affiliates may periodically either waive or reduce fees in order to

attract or retain client assets or for other reasons. Fee waivers or reductions are presented as a reduction to Consolidated

revenue in the Consolidated Statements of Income.

Performance-based fees, including carried interests, are recognized upon the satisfaction of performance obligations, the

resolution of any constraints, which include exceeding performance benchmarks or hurdle rates that may extend over one or

more reporting periods, and when it is improbable that there will be a significant reversal in the amount of revenue recognized.

As a result, any performance-based fees or carried interest recognized in the current reporting period may relate to performance

obligations satisfied in a previous reporting period.

The Company and its Affiliates have contractual arrangements with third-parties to provide distribution-related services.

Fees received and expenses incurred under these arrangements are primarily based on the value of client assets over time.

Distribution-related fees are recorded in Consolidated revenue gross of any related expenses when the Company and its

consolidated Affiliates are the principal in their role as primary obligor under their distribution-related services arrangements.

Distribution-related expenses are recorded in Selling, general and administrative expenses in the Consolidated Statements of

Income.

The Company and its Affiliates may enter into contracts for which the costs to obtain or fulfill the contract are based upon

a percentage of the value of a client’s future assets under management. The Company records these variable costs when

incurred because they are subject to market volatility and are not estimable upon the inception of a contract with a client. Any

expenses paid in advance are capitalized and amortized on a systematic basis, consistent with the transfer of services, which is

the equivalent of recognizing the costs as incurred.

(n)Contingent Payment Obligations

The Company periodically enters into contingent payment obligations in connection with its investments in Affiliates. In

these obligations, the Company agrees to pay additional consideration to the sellers to the extent that certain specified financial

targets are achieved. For consolidated Affiliates, the Company estimates the fair value of these potential future obligations at

the time the investment in an Affiliate is consummated and records a liability in Other liabilities. The Company then accretes

the obligation to its expected payment amount over the period until the arrangement is measured. If the Company’s expected

payment amount subsequently changes, the obligation is reduced or increased in the current period resulting in a gain or loss,

respectively. Gains and losses resulting from changes to expected payments are included in Other expenses (net) and the

accretion of these obligations to their expected payment amounts are included in Interest expense. For Affiliates accounted for

under the equity method, the Company records a liability in Other liabilities when a payment becomes probable, with a

corresponding increase to the carrying value of the Affiliate in Equity method investments in Affiliates (net).

(o)Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred

tax assets and liabilities for the expected future tax consequences of differences between the financial reporting bases of assets

and liabilities and their respective tax bases, using tax rates in effect for the year in which the differences are expected to

reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recorded in Income tax expense in the

period when the change is enacted.

The Company regularly assesses the recoverability of its deferred tax assets to determine whether these assets are more-

likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative

evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning

strategies, and results of recent operations. If the Company determines it would not be able to realize its deferred tax assets, it

records a valuation allowance to reflect the deferred tax assets at their current value. The recording of adjustments to the

valuation allowance will generally increase or decrease Income tax expense.

The Company records unrecognized tax benefits based on whether it is more-likely-than-not that the uncertain tax positions

will be sustained on the basis of the technical merits of the position. If it is determined that an uncertain tax position is more-

likely-than-not to be sustained, the Company records the largest amount of tax benefit that is more than 50% likely to be

realized upon ultimate settlement with the related tax authority in Income tax expense. Interest and penalties related to

unrecognized tax benefits are also recorded in Income tax expense.

The Company has elected to treat taxes due on U.S. inclusions in taxable income related to Global Intangible Low Taxed

Income (“GILTI”) as a current period expense when incurred (the “period cost method”).

(p)Foreign Currency Translation

Assets and liabilities denominated in a functional currency other than the U.S. dollar are translated into U.S. dollars using

exchange rates in effect as of the balance sheet date. Revenue and expenses denominated in a functional currency other than

the U.S. dollar are translated into U.S. dollars using average exchange rates for the relevant period. Because of the long-term

nature of the Company’s investments in its Affiliates, net translation exchange gains and losses resulting from foreign currency

translation are recorded in Accumulated other comprehensive loss. Foreign currency transaction gains and losses are included

in Investment and other income.

(q)Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of

cash investments and derivative financial instruments. The Company and its Affiliates maintain cash and cash equivalents,

investments, and, at times, certain derivative financial instruments with various high credit-quality financial institutions. These

financial institutions are typically located in countries in which the Company and its Affiliates operate. For the Company and

certain of its Affiliates, cash deposits at a financial institution may, from time to time, exceed insurance limits (similar to

Federal Deposit Insurance Corporation insurance limits).

(r)Earnings Per Share

The calculation of Earnings per share (basic) is based on the weighted average number of shares of the Company’s

common stock outstanding during the period. Earnings per share (diluted) is similar to Earnings per share (basic), but adjusts

for the dilutive effect of the potential issuance of incremental shares of the Company’s common stock.

The Company had share-based compensation awards outstanding during the periods presented with vesting provisions

subject to certain performance conditions. These awards are excluded from the calculation of Earnings per share (diluted) if the

performance condition has not been met as of the end of the reporting period.

The Company has agreements with Affiliate equity holders that provide the Company a conditional right to call and holders

a conditional right to put their interests to the Company at certain intervals. These arrangements are presented at their current

redemption value as Redeemable non-controlling interests. The Company may settle these interests in cash or, subject to the

terms of the applicable agreement, shares of its common stock, or other forms of consideration, at its option. The Company

must assume the settlement of all of its Redeemable non-controlling interests using the maximum number of shares permitted

under its arrangements. Purchases are assumed to occur at the beginning of the reporting period. The Company acquires the

rights to the underlying Affiliate equity when purchased, and therefore, the earnings that would be acquired (net of tax) are

assumed to increase Net income (controlling interest) in the computation of Earnings per share (diluted). The issuance of

shares and the related income acquired are excluded from the calculation if an assumed purchase of Redeemable non-

controlling interests would be anti-dilutive to diluted earnings per share.

The Company had junior convertible securities outstanding during the periods presented and is required to apply the if-

converted method to these securities in its calculation of Earnings per share (diluted). Under the if-converted method, shares

that are issuable upon conversion are deemed outstanding, regardless of whether the securities are contractually convertible into

the Company’s common stock at that time. For this calculation, the interest expense (net of tax) attributable to these dilutive

securities is added back to Net income (controlling interest), reflecting the assumption that the securities have been converted.

Issuable shares for these securities and related interest expense are excluded from the calculation if an assumed conversion

would be anti-dilutive to diluted earnings per share.

(s)Share-Based Compensation Plans

The Company recognizes expenses for all share-based compensation arrangements based on the number of awards

expected to vest. The expense for awards without performance conditions is recognized on a straight-line basis over the

requisite service period, including grants that are subject to graded vesting. The Company recognizes expenses for all other

arrangements on a straight-line basis for each separately vesting portion of the award.

Tax windfalls or shortfalls are recorded in Income tax expense and have been classified as operating activities in the

Consolidated Statements of Cash Flows. Taxes paid by the Company when it withholds shares to satisfy tax withholding

obligations are classified as a financing activity in the Consolidated Statements of Cash Flows.

(t)Recently Adopted Accounting Standards and Developments

Recently Adopted Accounting Standards

Effective January 1, 2024, the Company adopted Accounting Standard Update (“ASU”) 2022-03, Fair Value Measurement:

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. Effective for the financial year ended

December 31, 2024, the Company adopted ASU 2023-07, Segment Reporting: Improvements to Reportable Segment

Disclosures. The adoption of these standards did not have a material impact on the Company’s Consolidated Financial

Recent Accounting Developments

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures,

which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes

paid. The standard is effective for annual periods beginning after December 15, 2024. The Company currently does not expect

the adoption to have a material impact on its Consolidated Financial Statements.

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of

Profits Interest and Similar Awards, which clarifies how an entity should apply the scope guidance to determine whether profits

interest and similar awards should be accounted for in accordance with Topic 718. The standard is effective for interim and

annual periods beginning after December 15, 2024 for the Company, and is effective for interim and annual periods beginning

after December 15, 2025 for the Company’s Affiliates. The Company currently does not expect the adoption to have a material

impact on its Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires improved

disclosure of the nature and disaggregation of income statement expenses. The standard is effective for annual periods

beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is currently

evaluating the potential impact that this standard may have on its Consolidated Financial Statements.

2. Investments

The following table summarizes the Company’s Investments:

Investments in Marketable Securities

Equity Securities

The following table summarizes the cost, gross unrealized gains, gross unrealized losses, and fair value of investments in

equity securities:

As of December 31,2023 and 2024, investments in equity securities include consolidated Affiliate sponsored investment

products with fair values of$15.8 million and$10.9 million, respectively.

For the years ended December 31,2023 and 2024, the Company recognized net unrealized gains on equity securities still

held as of December 31,2023 and 2024 of$2.9 million and$1.2 million, respectively.

Debt Securities

The following table summarizes the cost, gross unrealized gains, gross unrealized losses, and fair value of investments in

U.S. Treasury securities classified as available-for-sale, all of which matured in 2024, and consolidated Affiliate sponsored

investment products classified as trading:

For the years ended December 31,2023 and 2024, the Company received$511.1 million and$825.2 million of proceeds

from the maturities of available-for-sale securities, respectively, and purchased$651.3 million and$413.9 million of available-

for-sale securities, respectively.

For the years ended December 312023 and 2024, the Company recognized net unrealized gains on debt securities

classified as trading still held as of December 31,2023 and 2024 of$0.8 million and$0.5 million, respectively.

Other Investments

Investments Measured at NAV as a Practical Expedient

The following table summarizes the fair values of investments that are measured at NAV as a practical expedient and any

related unfunded commitments:

(1)The Company expects to receive distributions related to its interests in investments with limited liquidity as the underlying

assets are liquidated over the life of the investments, which is generally up to 15 years. The Company accounts for the

majority of its interests in investments with limited liquidity one quarter in arrears (adjusted for current period calls and

distributions). These investments primarily invest in a broad range of private markets investments.

(2)Investments with periodic liquidity are generally redeemable on a daily, monthly, or quarterly basis. These funds primarily

invest in equities.

(3)Fair value attributable to the controlling interest was$324.9 million and$370.1 million as of December 31,2023 and 2024,

Investments Without Readily Determinable Fair Values

The following table summarizes the cost, cumulative unrealized gains, and carrying amount of the Company’s investment

in a private corporation where is does not exercise significant influence, and does not have a readily determinable fair value:

For the year ended December 31,2024, the Company recordedno gains or losses on the underlying investment.

The following table presents the changes in other investments:

3. Fair Value Measurements

The following tables summarize financial assets and liabilities that are measured at fair value on a recurring basis:

(1)Amounts are recorded in Investments.

(2)Amounts are recorded in Other liabilities.

Level 3 Financial Liabilities

The following table presents the changes in Level 3 liabilities:

(1)Affiliate equity purchase obligation activity includes transfers from Redeemable non-controlling interests.

(2)Gains and losses resulting from changes to expected payments are included in Other expenses (net) and the accretion of

these obligations is included in Interest expense.

The following table presents certain quantitative information about the significant unobservable inputs used in valuing the

Company’s recurring Level 3 fair value measurements:

(1)Calculated by comparing the relative fair value of an obligation to its respective total.

(2)Represents growth rates of asset- and performance-based fees.

Contingent payment obligations represent the fair value of the expected future settlement amounts related to the

Company’s investments in its consolidated Affiliates. Changes to assumed volatility and discount rates change the fair value of

contingent payment obligations. Increases to the volatility rates used would result in higher fair values, while increases to the

discount rates used would result in lower fair values.

Affiliate equity purchase obligations include agreements to purchase Affiliate equity. As of December 31, 2024, there

wereno changes to growth or discount rates that had a significant impact to Affiliate equity purchase obligations recorded in

prior periods. Increases to the assumed growth rates used would result in higher fair values, while increases to the discount

rates used would result in lower fair values.

Other Financial Assets and Liabilities Not Carried at Fair Value

The following table summarizes the Company’s other financial liabilities not carried at fair value:

The Company has other financial assets and liabilities that are not required to be carried at fair value, but are required to be

disclosed at fair value. The carrying amount of Cash and cash equivalents, Receivables, Payables and accrued liabilities, and

certain Other liabilities approximates fair value because of the short-term nature of these instruments. The carrying value of the

credit facilities (as defined in Note 5) approximates fair value because the credit facilities have variable interest based on

selected short-term rates.

4. Investments in Affiliates and Affiliate Sponsored Investment Products

Investments in Affiliates

The Company’s Affiliates are consolidated or accounted for under the equity method, depending upon the underlying

structure of and relationship with each Affiliate.

Substantially all of the Company’s consolidated Affiliates are considered VIEs. The unconsolidated assets, net of liabilities

and non-controlling interests of Affiliates accounted for under the equity method considered VIEs, and the Company’s carrying

value and maximum exposure to loss, were as follows:

As of December 31,2023 and 2024, the carrying value and maximum exposure to loss for all of the Company’s Affiliates

accounted for under the equity method was$2,288.5 million and$2,246.6 million, respectively, including Affiliates accounted

for under the equity method considered VREs of$90.3 million and$111.4 million, respectively.

Affiliate Sponsored Investment Products

The Company’s carrying value and maximum exposure to loss from unconsolidated Affiliate sponsored investment

products, is its or its consolidated Affiliates’ interests in the unconsolidated net assets of the respective products. The net assets

of unconsolidated VIEs attributable to Affiliate sponsored investment products, and the Company’s carrying value and

maximum exposure to loss, were as follows:

5. Debt

The following table summarizes the Company’s Debt:

Senior Bank Debt

During the year ended December 31, 2024, the Company repaid the$350.0 million outstanding under its senior unsecured

term loan facility (the “term loan”).

As of December 31, 2024, the Company had a$1.25 billion revolver (together with the term loan, the “credit facilities”).

The Company amended and restated the revolver in November 2024, extending the maturity from October 25, 2027 to

November 15, 2029, and the term loan terminated upon payment in full in the third quarter of 2024. Subject to certain

conditions, the Company may increase the commitments under the revolver by up to an additional$500.0 million. The

Company pays interest on any outstanding obligations under the revolver at a specified rate, currently based either on an

applicable term-SOFR plus a SOFR adjustment of 0.10%, or prime rate, plus a marginal rate determined based on its credit

rating. Through the repayment dates, the interest rate for the Company’s outstanding borrowings under the term loan was term-

SOFR plus a SOFR adjustment of 0.10%, plus the marginal rate of 0.85%.

The revolver contains financial covenants with respect to leverage and interest coverage, as well as customary affirmative

and negative covenants, including limitations on priority indebtedness, asset dispositions, and fundamental corporate changes,

and certain customary events of default.

As of December 31,2023 and 2024, the Company hadno outstanding borrowings under the revolver. As of December 31,

2023, the Company had outstanding borrowings under the term loan of$350.0 million, and the weighted average interest rate

on outstanding borrowings was 6.31%. The Company pays commitment fees on the unused portion of its revolver. For the

years ended December 31,2023 and 2024, these fees amounted to$1.3 million.

Senior Notes

In the first quarter of 2024, the Company’s$400.0 million 4.25% senior notes due 2024 matured and were fully repaid.

As of December 31, 2024, the Company had senior notes outstanding, the respective principal terms and effective interest

rates of which are presented below:

In the third quarter of 2024, the Company issued$400.0 million aggregate principal amount of senior unsecured notes with

a maturity date of August 20, 2034 (the “2034 senior notes”). Interest is payable beginning February 20, 2025. In addition to

customary event of default provisions, the indenture governing the 2034 senior notes limits the Company's ability to

consolidate, merge, or sell all or substantially all of its assets and requires the Company to make an offer to repurchase the 2034

senior notes upon certain change of control triggering events.

The senior notes may be redeemed, in whole or in part, at a make-whole redemption price (plus accrued and unpaid

interest), at any time, in the case of the 2025 senior notes, at any time prior to March 15, 2030, in the case of the 2030 senior

notes, and at any time prior to May 20, 2034, in the case of the 2034 senior notes. The make-whole redemption price, in each

case, is equal to the greater of 100% of the principal amount of the notes to be redeemed and the remaining principal and

interest payments on the notes being redeemed (excluding accrued but unpaid interest to, but not including, the redemption

date) discounted to their present value as of the redemption date at the applicable treasury rate plus 0.25%, in the case of the

2025 and 2034 senior notes, and to their present value as of the redemption date on a semi-annual basis at the applicable

treasury rate plus 0.40%, in the case of the 2030 senior notes. In addition, the 2030 and 2034 senior notes may be redeemed, in

whole or in part, at any time, on or after March 15, 2030 and May 20, 2034, respectively, at a redemption price equal to 100%

of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the

redemption date.

Junior Subordinated Notes

As of December 31, 2024, the Company had junior subordinated notes outstanding, the respective principal terms and

effective interest rates of which are presented below:

In the first quarter of 2024, the Company issued$450.0 million of junior subordinated notes with a maturity date of March

30, 2064 (the “2064 junior subordinated notes”). Interest was payable beginning June 30, 2024. The 2064 junior subordinated

notes were issued at 100% of the principal amount and rank junior and subordinate in right of payment and upon liquidation to

all of the Company’s current and future senior indebtedness. As of December 31, 2024, the 2059 junior subordinated notes

could be redeemed at any time, in whole or in part. The other junior subordinated notes may be redeemed at any time, in whole

or in part, on or after September 30, 2025, in the case of the 2060 junior subordinated notes, on or after September 30, 2026, in

the case of the 2061 junior subordinated notes, and on or after March 30, 2029, in the case of the 2064 junior subordinated

notes. In each case, the junior subordinated notes may be redeemed at 100% of the principal amount of the notes being

redeemed, plus any accrued and unpaid interest thereon. Prior to the applicable redemption date, at the Company’s option, the

applicable junior subordinated notes may also be redeemed, in whole but not in part, at 100% of the principal amount, plus any

accrued and unpaid interest, if certain changes in tax laws, regulations, or interpretations occur; or at 102% of the principal

amount, plus any accrued and unpaid interest, if a rating agency makes certain changes relating to the equity credit criteria for

securities with features similar to the applicable notes.

The Company may, at its option, and subject to certain conditions and restrictions, defer interest payments subject to the

terms of the junior subordinated notes.

Junior Convertible Securities

As of December 31, 2024, the Company had$341.7 million of principal outstanding in its 5.15% junior convertible trust

preferred securities (the “junior convertible securities”), maturing in 2037. The junior convertible securities bear interest at a

rate of 5.15% per annum, payable quarterly in cash.

As of December 31,2023 and 2024, the unamortized issuance costs related to the junior convertible securities were$2.9

million and$2.7 million, respectively.

The following table presents interest expense recorded in connection with the junior convertible securities:

Holders of the junior convertible securities have no rights to put these securities to the Company. The holder may convert

the securities to 0.2558 shares of common stock per$50.00 junior convertible security, equivalent to an adjusted conversion

price of$195.47 per share. The conversion rate is subject to adjustments as described in the Amended and Restated Declaration

of Trust of AMG Capital Trust II and the related indenture, both dated October 17, 2007 and filed as exhibits to this Annual

Report on Form 10-K. Upon conversion, holders will receive cash or shares of the Company’s common stock, or a

combination thereof, at the Company’s election. The Company may redeem the junior convertible securities if the closing price

of its common stock for 20 trading days in a period of 30 consecutive trading days exceeds 130% of the then prevailing

conversion price, and may also repurchase junior convertible securities in the open market or in privately negotiated

transactions from time to time at management’s discretion. The junior convertible securities are considered contingent payment

debt instruments under federal income tax regulations, which require the Company to deduct interest in an amount greater than

its reported interest expense. The Company estimates that these deductions will generate annual deferred tax liabilities of

approximately$10 million. The Company did not repurchase any of its junior convertible securities during the years ended

December 31, 2023 and 2024.

6. Commitments and Contingencies

From time to time, the Company and its Affiliates may be subject to claims, legal proceedings, and other contingencies in

the ordinary course of their business activities. Any such matters are subject to various uncertainties, and it is possible that

some of these matters may be resolved in a manner unfavorable to the Company or its Affiliates. The Company and its

Affiliates establish accruals, as necessary, for matters for which the outcome is probable and the amount of the liability can be

reasonably estimated. For matters for which the outcome is probable but not reasonably estimable or where the outcome is

reasonably possible but not probable, the Company provides disclosure related to such matters, as necessary.

The Company has committed to co-invest in certain Affiliate sponsored investment products. As of December 31, 2024,

these unfunded commitments were$236.5 million and may be called in future periods.

As of December 31, 2024, the Company was obligated to make deferred payments and was contingently liable to make

payments in connection with certain of its consolidated Affiliates, which are included in Other liabilities. Deferred payment

obligations were$4.7 million, all of which is payable in 2025. The fair value of contingent payment obligations was

$5.7 million, all of which is payable in 2025. The Company is contingently liable to make maximum contingent payments of

up to$110.0 million ($24.9 million attributable to a co-investor).

As of December 31, 2024, the Company was obligated to make deferred payments of$4.0 million related to certain of its

investments in Affiliates accounted for under the equity method, all of which is payable in 2025. Deferred payment obligations

are included in Other liabilities.

As of December 31, 2024, the Company was contingently liable to make payments of$239.4 million related to the

achievement of specified financial targets by certain of its Affiliates accounted for under the equity method, of which$118.8

million may become payable in 2025,$23.0 million may become payable in 2026,$75.8 million may become payable in 2027,

and$21.8 million may become payable in 2028.

As of December 31, 2024, the Company had agreed toprovide one of its Affiliates accounted for under the equity method

up to$50.0 million of contingent financing.

In the event that certain financial targets are not met, the Company may receive payments from one of its Affiliates

accounted for under the equity method of up to$12.5 million and also has the option to reduce its ownership interest and

receive an incremental payment of$25.0 million.

Affiliate equity interests provide holders at consolidated Affiliates with a conditional right to put their interests to the

Company over time. See Note 16.

The Company and certain of its consolidated Affiliates operate under regulatory authorities that require the maintenance of

minimum financial or capital requirements. The Company’s management is not aware of any significant violations of such

requirements.

7. Goodwill and Acquired Client Relationships

The following table presents the changes in the Company’s consolidated Affiliates’ Goodwill:

(1)Represents Goodwill allocated to Veritable as of the closing date, including$3.5 million attributable to the non-controlling

interests.

As of September 30,2024, the Company completed its annual impairment assessment on goodwill andno impairment was

indicated.

The following table presents the changes in the Company’s components of Acquired client relationships (net):

(1)Represents acquired client relationships attributable to Veritable as of the closing date, including$6.7 million attributable

to the non-controlling interests.

(2)Transfers include acquired client relationships at Affiliates that were deconsolidated during the period.

Definite-lived acquired client relationships at the Company’s consolidated Affiliates are amortized over their expected

period of economic benefit. The Company recorded amortization expense in Intangible amortization and impairments for these

relationships of$49.1 million,$48.3 million, and$29.0 million for the years ended December 31,2022,2023, and 2024,

respectively. Based on relationships existing as of December 31, 2024, the Company estimates that its consolidated

amortization expense will be approximately$25 million in each of 2025, 2026, 2027, and 2028, andapproximately$15 million

in 2029. As of December 31, 2024, no impairments of definite-lived acquired client relationships were indicated.

As of December 31, 2024, no impairments of indefinite-lived acquired client relationships were indicated.

In the third quarter of 2023, the Company completed the sale of its equity interest in Veritable, LP (“Veritable”), one of the

Company’s consolidated Affiliates, (the “Veritable Transaction”). Pursuant to the terms of the agreement, under which a third

party acquired 100% of the outstanding equity interests in Veritable, the Company received$287.4 million in cash, net of

transaction costs. Veritable is included in the Company’s results through the closing date, and the Company’s gain on the

transaction was$133.1 million, which is recorded in Affiliate Transaction gains in the Consolidated Statements of Income.

8. Equity Method Investments in Affiliates

In the second quarter of 2024, the Company completed its minority investment in Suma Capital (“Suma”), a pan-European

private markets firm that invests in the transition to a lower carbon economy. Following the close of the transaction, Suma

partners continue to hold a significant majority of the equity of the firm and direct its day-to-day operations.

The financial results of certain Affiliates accounted for under the equity method are recognized in the Consolidated

Financial Statements one quarter in arrears.

Equity method investments in Affiliates (net) consisted of the following:

The following table presents the changes in Equity method investments in Affiliates (net):

Definite-lived acquired client relationships at the Company’s Affiliates accounted for under the equity method are

amortized over their expected period of economic benefit. The Company recorded amortization expense for these relationships

of$109.1 million,$86.0 million, and$90.1 million for the years ended December 31,2022,2023, and 2024, respectively.

Based on relationships existing as of December 31, 2024, the Company estimates the amortization expense attributable to its

Affiliates will be approximately$75 million in 2025, approximately$70 million in each of 2026 and 2027, approximately$60

million in 2028, and approximately$45 million in 2029.

For the year ended December 31, 2023, the Company recorded$9.6 million of expenses to reduce the carrying values of

certain of its Affiliates because it concluded that the fair value of its investments had declined below their carrying values and

that the declines were other-than-temporary.

In the second quarter of 2024, the Company recorded a$39.9 million expense to reduce the carrying value of an Affiliate to

fair value. The decline in the fair value was a result of an anticipated decline in assets under management, which decreased the

forecasted income associated with the investment. The fair value of the investment was determined using a discounted cash

flow analysis, a Level 3 fair value measurement that included a projected compounded growth in assets under management over

the nextten years of(2.5)%, long-term growth rate of 3%, discount rates of 12% and 20% for asset- and performance-based

fees, respectively, and a market participant tax rate of 21%. Based on the discounted cash flow analysis, the Company

concluded that the fair value of its investment had declined below its carrying value and that the decline was other-than-

temporary.

For the year ended December 31, 2024, the Company completed its annual assessment of its investments in Affiliates

accounted for under the equity method andno other impairments were indicated.

The Company had 22 Affiliates accounted for under the equity method as of December 31,2023 and 2024. The

majority of these Affiliates are partnerships with structured interests that define how the Company will participate in

Affiliate earnings, typically based upon a fixed percentage of revenue reduced by, in some cases, certain agreed-upon

expenses. The partnership agreements do not define a fixed percentage for the Company’s ownership of the equity of the

Affiliate. These percentages would be subject to a separate future negotiation if an Affiliate were to be sold or liquidated.

The following tables present summarized financial information for Affiliates accounted for under the equity method:

(1)Revenue and net income include asset- and performance-based fees, the impact of consolidated sponsored investment

products, and new Affiliate investments for the full-year, regardless of the date of the Company’s investment.

In the fourth quarter of 2022, the Company completed the sale of its equity interest in Baring Private Equity Asia

("BPEA"), an Affiliate accounted for by the Company under the equity method, to EQT AB (“EQT”), a public company

listed on the Nasdaq Stockholm (EQT.ST) (the “BPEA Transaction”) in connection with the strategic combination of

BPEA and EQT. Pursuant to the terms of the Securities Purchase and Merger Agreement with EQT, under which the

Company and each of the other owners agreed to sell their respective equity interests in BPEA, the Company received

$223.6 million in cash, net of transaction costs, and 28.68 million EQT ordinary shares (25% of which were subject to a

six-month lock-up, which expired in April 2023, and all of which were sold by July 2023), and other investments. BPEA is

included in the Company’s results through the closing date, and the Company’s gain on the transaction was $641.9 million,

which is recorded in Affiliate Transaction gains.

On February 6, 2025, the Company announced the completion of its minority investment in NorthBridge Partners,

LLC (“NorthBridge”), a private markets manager specializing in industrial logistics real estate assets. Following the close

of the transaction, NorthBridge partners continue to hold a significant majority of the equity of the firm and direct its day-

to-day operations. The financial results will be recognized in the Consolidated Financial Statements one quarter in arrears.

9. Lease Commitments

The Company and its Affiliates currently lease office space and equipment under various operating leasing arrangements.

The following table presents total lease costs, net:

As of December 31,2023 and 2024, the Company’s and its Affiliates’ weighted average operating lease term wasseven

years and the weighted average operating lease discount rate was 3%.

As of December 31, 2024, the maturities of lease liabilities were as follows:

(1)Total undiscounted lease liabilities were$25.3 million greater than the operating leases recorded in Other liabilities

primarily due to present value discounting. Both amounts exclude leases with initial terms of 12 months or less and leases

that have not yet commenced.

10. Fixed Assets

Fixed assets (net) consisted of the following:

11. Payables and Accrued Liabilities

Payables and accrued liabilities consisted of the following:

12. Related Party Transactions

The Company may invest from time to time in funds or products advised by its Affiliates. The Company’s executive

officers and directors may invest from time to time in funds advised or products offered by its Affiliates, or receive other

investment services provided by its Affiliates, on substantially the same terms as other participating investors. In addition, the

Company and its Affiliates earn asset- and performance-based fees and incur distribution and other expenses for services

provided to Affiliate sponsored investment products. Affiliate management owners and the Company’s officers may serve as

trustees or directors of certain investment vehicles from which the Company or an Affiliate earns fees. Also, from time to time,

the Company may enter into ordinary course engagements for capital markets, banking, brokerage, and other services with

beneficial owners of 5% or more of the Company’s voting securities.

A prior owner of one of the Company’s consolidated Affiliates retains interests in certain of the Affiliate’s private equity

partnerships and, as a result, is a related party of the Company. The prior owner’s interests are included in Other liabilities and

were$18.5 million and$14.5 million as of December 31, 2023 and 2024, respectively.

From time to time, certain funds of the Company’s consolidated Affiliates may make tax distributions to partners subject to

clawback. As of December 31, 2024, the total receivable was$59.2 million, and was included in Other assets, and the total

payable was$87.8 million, and was included in Other liabilities. These amounts were primarily attributable to the non-

controlling interests.

The Company has related party transactions in association with its deferred and contingent payment obligations, and

Affiliate equity transactions, as more fully described in Notes 6, 15, and 16.

13. Stockholders’ Equity

Common Stock

The Company is authorized to issue up to 150.0 million shares of voting common stock and 3.0 million shares of class B

non-voting common stock.

The Company’s Board of Directors authorized share repurchase programs in October 2022, October 2023, and July 2024 to

repurchase up to 3.0 million,3.3 million, and 5.4 million shares of its 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 trading plans, as well as pursuant to accelerated share repurchase programs

or other share repurchase strategies that may include derivative financial instruments. As of March 31, 2024, the Company had

repurchased all of the shares in the repurchase program authorized in October 2022. As of December 31,2024, the Company

had repurchased all of the shares in the repurchase program authorized in October 2023 and there were a total of 5.3 million

shares available for repurchase under the Company’s July 2024 share repurchase program.

The following is a summary of the Company’s share repurchase activity:

Equity Distribution Program

In the second quarter of 2022, the Company entered into equity distribution and forward equity agreements with several

major securities firms under which it may, from time to time, issue and sell shares of its common stock (immediately or on a

forward basis) having an aggregate sales price of up to$500.0 million (the “equity distribution program”). As of December 31,

2024, no sales had occurred under the equity distribution program.

Preferred Stock

The Company is authorized to issue up to 5.0 million shares of preferred stock. Any such preferred stock issued by the

Company may rank prior to common stock as to dividend rights, liquidation preference or both, may have full or limited voting

rights, and may be convertible into shares of common stock.

Financial Instruments

The Company’s junior convertible securities contain an embedded right for holders to receive shares of the Company’s

common stock under certain conditions. These arrangements, as well as the equity distribution program, meet the definition of

equity and are not required to be accounted for separately as derivative financial instruments.

14. Share-Based Compensation

Share-Based Incentive Plans

The Company has established various plans under which it is authorized to grant restricted stock, restricted stock units,

stock options, and stock appreciation rights. The Company may also grant cash awards that can be notionally invested in one or

more specified measurement funds, including the Company’s common stock. Awards granted under the Company’s share-

based incentive plans typically participate in any dividends declared, but such amounts are deferred until delivery of the shares

and are forfeitable if the requisite service is not satisfied. Dividends may accrue in cash or may be reinvested in the Company’s

common stock.

Share-Based Compensation

The following table presents share-based compensation expense:

The excess tax benefit recognized from share-based incentive plans was$1.8 million,$4.4 million, and$10.3 million for

the years ended December 31,2022,2023, and 2024, respectively.

As of December 31, 2023, the Company had unrecognized share-based compensation expense of$54.4 million. As of

December 31, 2024, the Company had unrecognized share-based compensation of$38.1 million, which will be recognized over

a weighted average period of approximatelytwo years (assuming no forfeitures).

Restricted Stock

The following table summarizes transactions in the Company’s restricted stock units:

The Company granted restricted stock units with fair values of$47.1 million,$49.3 million, and$31.3 million for the years

ended December 31,2022,2023, and 2024, respectively. These restricted stock units were valued based on the closing price of

the Company’s common stock on the grant date and the number of shares expected to vest. Restricted stock units containing

vesting conditions generally require service over a period ofthree years tofour years and may also require the satisfaction of

certain performance conditions. For awards with performance conditions, the number of restricted stock units expected to vest

may change over time depending upon the performance level expected to be achieved.

The total fair value of shares vested was$54.6 million,$86.2 million, and$50.5 million for the years ended December 31,

2022,2023, and 2024, respectively. As of December 31, 2024, the Company had 2.2 million shares available for grant under its

plans.

Stock Options

The following table summarizes transactions in the Company’s stock options:

The Company granted stock options with fair values of$1.8 million for the year ended December 31,2022. The Company

didnot grant any stock options for the years ended December 31,2023 and 2024. Stock options generally vest over a period of

three years tofive years and expire seven years after the grant date. All stock options have been granted with exercise prices

equal to the closing price of the Company’s common stock on the grant date. Substantially all of the Company’s outstanding

stock options contain both service and performance conditions. For awards with performance conditions, the number of stock

options expected to vest may change over time depending upon the performance level expected to be achieved.

The Company generally uses treasury stock to settle stock option exercises. The total intrinsic value of stock options

exercised for the years ended December 31, 2022,2023, and 2024 was$1.2 million,$0.2 million, and$150.7 million,

respectively. The cash received for stock options exercised was$2.6 million, zero, and$0.3 million for the years ended

December 31,2022,2023, and 2024, respectively. As of December 31, 2024, the intrinsic value of exercisable stock options

outstanding was$138.6 million, and 1.1 million options were available for grant under the Company’s option plans.

The weighted average fair value of stock options granted was$47.84 per option for the year ended December 31, 2022.

The Company uses the Black-Scholes option pricing model to determine the fair value of options. The weighted average grant

date assumptions used to estimate the fair value of stock options granted were as follows:

(1)Expected volatility is based on historical and implied volatility.

(2)Risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant.

(3)Expected life of options (in years) is based on the Company’s historical and expected exercise behavior.

15. Redeemable Non-Controlling Interests

Affiliate equity interests provide holders with an equity interest in one of the Company’s consolidated Affiliates, consistent

with the structured partnership interests in place at the respective Affiliate. Affiliate equity holders generally have a conditional

right to put their interests to the Company at certain intervals (between five years and 15 years from the date the equity interest

is received by the Affiliate equity holder or on an annual basis following an Affiliate equity holder’s departure). Prior to

becoming redeemable, the Company’s Affiliate equity is included in Non-controlling interests. Upon becoming redeemable,

these interests are reclassified to Redeemable non-controlling interests at their current redemption values. Changes in the

current redemption value are recorded to Additional paid-in capital. When the Company has an unconditional obligation to

purchase Affiliate equity interests, the interests are reclassified from Redeemable non-controlling interests to Other liabilities at

current fair value. Changes in fair value are recorded to Other expenses (net).

The following table presents the changes in Redeemable non-controlling interests:

(1) As of December 31,2023 and 2024, Redeemable non-controlling interests include consolidated Affiliate sponsored

investment products primarily attributable to third-party investors of$11.8 million and$12.9 million, respectively.

16. Affiliate Equity

Affiliate equity interests are allocated income in a manner that is consistent with the structured partnership interests in

place at the respective Affiliate. The Company’s consolidated Affiliates generally pay quarterly distributions to Affiliate equity

holders. Distributions paid tonon-controlling interest Affiliate equity holders were$341.9 million,$271.3 million, and$258.0

million for the years ended December 31,2022,2023, and 2024, respectively.

Affiliate equity interests provide the Company a conditional right to call (following an Affiliate equity holder’s departure)

and Affiliate equity holders have a conditional right to put their interests at certain intervals (including on an annual basis

following an Affiliate equity holder’s departure). The Company has the right to settle a portion of these purchases in shares of

its common stock. For Affiliates accounted for under the equity method, the Company does not typically have such put and call

arrangements. The purchase price of these conditional purchases are generally calculated based upon a multiple of cash flow

distributions, which is intended to represent fair value. Affiliate equity holders are also permitted to sell their equity interests to

other individuals or entities in certain cases, subject to the Company's approval or other restrictions. The Company, at its

option, may pay for Affiliate equity purchases in cash, shares of its common stock, or other forms of consideration, and can

consent to the transfer of these interests to other individuals or entities.

The Company periodically purchases Affiliate equity from and issues Affiliate equity to the Company’s consolidated

Affiliate partners and other parties. The amount of cash paid for purchases was$61.5 million,$67.4 million, and$106.5

million for the years ended December 31,2022,2023, and 2024, respectively. The total amount of cash received for issuances

was$15.2 million,$13.4 million, and$6.3 million for the years ended December 31,2022,2023, and 2024, respectively.

Sales and purchases of Affiliate equity generally occur at fair value; however, the Company also grants Affiliate equity to

its consolidated Affiliate partners and other parties as a form of compensation. If the equity is issued for consideration below

the fair value of the equity, or purchased for consideration above the fair value of the equity, the difference is recorded as

compensation expense in Compensation and related expenses in the Consolidated Statements of Income over the requisite

service period.

The following table presents Affiliate equity compensation expense:

The following table presents unrecognized Affiliate equity compensation expense:

The Company records amounts receivable from, and payable to, Affiliate equity holders in connection with the transfer of

Affiliate equity interests that have not settled at the end of the period. The total receivable was$5.9 million and$7.9 million as

of December 31, 2023 and 2024, respectively, and was included in Other assets. The total payable was$53.9 million and$54.8

million as of December 31, 2023 and 2024, respectively, and was included in Other liabilities.

Effects of Changes in the Company’s Ownership in Affiliates

The Company periodically acquires interests from, and transfers interests to, Affiliate equity holders. Because these

transactions do not result in a change of control, any gain or loss related to these transactions is recorded to Additional paid-in

capital, which increases or decreases the controlling interest’s equity. No gain or loss related to these transactions is recorded in

the Consolidated Statements of Income or the Consolidated Statements of Comprehensive Income.

While the Company presents the current redemption value of Affiliate equity within Redeemable non-controlling interests,

with changes in the current redemption value increasing or decreasing the controlling interest’s equity over time, the following

table presents the cumulative effect that ownership changes had on the controlling interest’s equity related only to Affiliate

equity transactions that occurred during the applicable periods:

17. Benefit Plans

The Company has a defined contribution plan that is a qualified employee profit-sharing plan, covering substantially all of

its employees. Under this plan, the Company is able to make discretionary contributions for the benefit of its employees that

are qualified plan participants, up to Internal Revenue Service (“IRS”) limits. The Company’s consolidated Affiliates generally

have their own qualified defined contribution retirement plans covering their respective employees or, for several Affiliates, had

their employees covered under the Company’s plan until February or March 2023, as applicable. In each case, the relevant

Affiliate was able to make discretionary contributions for the benefit of its employees, as applicable, that were qualified plan

participants, up to IRS limits. Consolidated expenses related to these plans were$20.9 million,$24.8 million, and$24.9

million for the years ended December 31,2022,2023, and 2024, respectively. The controlling interest’s portion of expenses

related to these plans were$3.4 million,$3.6 million, and$4.6 million for the years ended December 31,2022,2023, and 2024,

18. Income Taxes

The Company’s consolidated income tax provision includes taxes attributable to the controlling interest and, to a lesser

extent, taxes attributable to the non-controlling interests.

The following table presents the consolidated provision forincome taxes:

(1)For theyears ended December 31,2022,2023, and 2024, income tax expense (controlling interest) included intangible-

related deferred tax expense of$32.0 million,$29.8 million, and$66.7 million, respectively.

(2)Taxes attributable to the controlling interest divided by income before income taxes (controlling interest).

The consolidated provision for income taxes consisted of the following:

For financial reporting purposes, Income before income taxes consisted of the following:

The following table reconciles the U.S. federal statutory tax rate to the Company’s effective tax rate:

(1)The year ended December 31, 2022 is reflective of the BPEA Transaction gain of$641.9 million and realized and

unrealized gains on EQT ordinary shares of$43.8 million and$57.9 million, respectively.

The Company’s effective tax rate (controlling interest) in 2022 is lower than the marginal tax rate of 24.5%, primarily due

to the tax benefits of foreign operations and a state tax benefit related to the BPEA Transaction. The effective tax rate

(controlling interest) in 2023 is lower than the marginal tax rate of 24.5%, primarily due to discrete benefits from foreign

operations. Theeffective tax rate (controlling interest) in 2024 is higher than the marginal tax rate of 24.5%, primarily due to

an expense to reduce the carrying value of a foreign Affiliate to fair value for which no tax benefit was recorded, partially offset

by tax windfalls attributable to share-based compensation.

The Company’s effective tax rate reflects the relative contributions of earnings in the jurisdictions in which the Company

and its Affiliates operate and is impacted by changes in the jurisdictional mix of income before taxes.

Deferred tax liability (net) reflects the expected future tax consequences of temporary differences between the financial

reporting bases and tax bases of the Company’s assets and liabilities. The significant components of the Company’s Deferred

tax liability (net) are as follows:

(1)As of December 31,2023 and 2024, foreign loss carryforwards of$19.8 million (net of a$17.0 million valuation

allowance) and$17.7 million (net of a$15.7 million valuation allowance), respectively, are included in Other assets as they

represent a net deferred tax asset in a foreign jurisdiction.

As of December 31, 2024, the Company had available state net operating loss carryforwards of$212.9 million, a majority

of which will expire over five years tonine years. As of December 31,2024, the Company had foreign loss carryforwards of

$66.9 million, of which$51.0 million will expire over 11 years to 15 years and$15.9 million will carry forward indefinitely.

As of December 31, 2024, the Company had foreign tax credit carryforwards of$16.3 million, a majority of which will expire

over four years toseven years.

The Company believed it was more-likely-than-not that the benefit from certain state and foreign loss carryforwards and

foreign tax credit carryforwards would not be fully realized, and, as of December 31,2024, had valuation allowances of$12.8

million,$15.7 million, and$16.3 million on the state and foreign loss carryforwards and the foreign tax credit carryforwards,

respectively. For the years ended December 31,2023 and 2024, the Company decreased its valuation allowance$0.5 million

and$2.8 million, respectively.

The Company’s estimates and assumptions regarding the realization of its state and foreign loss carryforwards do not

contemplate certain changes in ownership of the Company’s stock which could limit the utilization of these carryforwards.

The Company provides for U.S. income taxes on all foreign earnings. The Company does not provide for U.S. income

taxes on the portion of the excess of the financial reporting bases over tax bases in the Company’s investments in foreign

subsidiaries considered permanent in duration. Such amount would generally become taxable upon the repatriation of assets

from, or a sale or liquidation of, the foreign subsidiaries. While a determination of the potential amount of unrecognized U.S.

income taxrelated to these amounts is not practicable because of the numerous assumptions associated with this hypothetical

calculation, as of December 31,2024, the estimated amount of such difference was$375.5 million.

A reconciliation of the changes in unrecognized tax benefits is as follows:

Included in the balance of unrecognized tax benefits as of December 31,2022,2023, and 2024 were$49.6 million,$37.8

million, and$37.3 million, respectively, of tax benefits that, if recognized, would favorably affect the Company’s effective

tax rate (controlling interest). As of December 31,2024, certain of these benefits, if realized, would be offset by the

utilization of indirect tax benefits, for which the Company had accrued deferred tax assets of$9.4 million.

The Company records accrued interest and penalties, if any, related to unrecognized tax benefits in Income tax expense.

For the years ended December 31,2022,2023, and 2024, interest and penalties related to unrecognized tax benefits were$2.6

million,$0.8 million, and$(0.5) million, respectively. As of December 31,2023 and 2024, the Companyhad accrued

interest and penalties related to unrecognized tax benefits of$14.4 million and$13.9 million, respectively.

The Company is subject to U.S. federal, state and local, and foreign income tax in multiple jurisdictions and is

periodically subject to tax examinations in these jurisdictions. The completion of examinations may result in the payment of

additional taxes and/or the recognition of tax benefits. The Company is generally no longer subject to income tax

examinations by U.S. federal, state and local, or foreign taxing authorities for periods prior to 2018.

The Company continues to monitor and evaluate legislative developments related to the Organization for Economic Co-

operation and Development’s Pillar Two directive (“Pillar Two”), which establishes a framework for a global minimum

corporate tax rate of 15%. Several countries in which the Company or its Affiliates operate are adopting legislation to

implement Pillar Two. The Company currently does not expect Pillar Two to have a material impact on its Consolidated

19. Earnings Per Share

The calculation of Earnings per share (basic) is based on the weighted average number of shares of the Company’s

common stock outstanding during the period. Earnings per share (diluted) is similar to Earnings per share (basic), but adjusts

for the dilutive effect of the potential issuance of incremental shares of the Company’s common stock.

The following is a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per

share available to common stockholders:

Average shares outstanding (diluted) in the table above excludes stock options and restricted stock units that have not met

certain performance conditions and instruments that have an anti-dilutive effect on Earnings per share (diluted). The following

is a summary of items excluded from the denominator in the table above:

20. Comprehensive Income

The following tables present the tax effects allocated to each component of Other comprehensive income (loss):

The components of accumulated other comprehensive loss, net of taxes, were as follows:

21. Segment and Geographic Information

The Company operates inone segment. Accordingly, the Company’s Consolidated revenue, Net income, and Total assets

reflect the revenue, profit, and assets of the Company’s single segment, respectively.

The Company’s President and Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM uses

Net income in assessing the performance and in determining the allocation of resources of the Company’s reportable segment.

The CODM is regularly provided expense information consistent with the expense categories presented in the Company’s

Consolidated Statements of Income.

The following tables present Consolidated revenue and Fixed assets (net) of the Company by geographic location. For

Affiliates, this information is primarily based on the location of the Affiliates’ headquarters.

Schedule II

Valuation and Qualifying Accounts

(1)Other allowances primarily represents reserves on notes received in connection with transfers of the Company’s interests in

certain Affiliates, as well as other receivable amounts, which the Company considered uncollectible. Deductions represent

the reversal of such reserves upon collection of the amounts due.