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AFFILIATED MANAGERS GROUP INC

For the period ended Mar 31, 2025. Filed May 8, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

AMG$362.96+3.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-07.

0001004434-24-000049

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001004434-25-000039

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 500 previous paragraphs and 425 current paragraphs.

220 unchanged; 119 reworded; 84 added; 152 removed; 9 previous and 2 current paragraphs rearranged.

Tables are not compared: 21 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (84)

Current report

In the first quarter of 2025, we completed a minority investment in NorthBridge Partners, LLC (“NorthBridge”), a

Current report

private markets manager specializing in industrial logistics real estate assets. Following the close of the transaction,

Current report

In May 2025, we completed a minority investment in Verition Fund Management LLC (“Verition”), a global multi-

Current report

strategy investment firm. Following the close of this transaction, Verition partners continue to hold a significant majority of

Current report

the equity of the business and direct its day-to-day operations.

Current report

In May 2025, we entered into an agreement to acquire a minority equity interest in Qualitas Energy, a renewables-

Current report

focused global infrastructure manager specializing in energy transition. Following the close of the transaction, Qualitas

Current report

Energy partners will continue to hold a majority of the equity of the business and direct its day-to-day operations. The

Current report

transaction is expected to close duringthe fourth quarter of 2025, and is subject to customary closing conditions. The

Current report

financial results will be recognized in the Consolidated Financial Statements one quarter in arrears.

Current report

In May 2025, we entered into an agreement to sell our equity interest in Peppertree Capital Management, Inc.

Current report

(“Peppertree”), our Affiliate accounted for under the equity method, as part of the announced acquisition of Peppertree by

Current report

TPG Inc. (“TPG”), a public company listed on the Nasdaq Global Select Market. Pursuant to the terms of the agreement, we

Current report

are expected to receive total consideration of approximately$240 million, based on the TPG closing share price on May 2,

Current report

2025, and includes approximately$102 million in cash, subject to certain closing adjustments, and approximately 2.9 million

Current report

TPG Class A common shares. Peppertree will continue to be included in our results until closing of the transaction, which is

Current report

expected to occur in the third quarter of 2025, subject to customary closing conditions.

Current report

Our Affiliates manage capital on behalf of clients across a diverse range of investment strategies. Our Affiliates earn asset-

Current report

based fees on the capital that they manage and certain of our Affiliate’s strategies earn performance-based fees based on the

Current report

The following table presents changes in our assets under management by strategyfor thethree months ended March 31,

Current report

(1)Equities includes assets under management attributable to both global equities and U.S. equities.

Current report

Aggregate fees were$1,270.4 million for thethree months ended March 31, 2025, adecrease of$201.2 million or 14% as

Current report

management, primarily in our private markets and liquid alternative strategies, partially offset by changes in the composition of

Current report

Net income (controlling interest)decreased $77.4 million or 52% for thethree months ended March 31, 2025. This

Current report

decrease was primarily due to a $62.4 million increase in Intangible amortization and impairments attributable to the controlling

Current report

primarily due to a$201.2 million or 14% decrease in aggregate fees.

Current report

income (controlling interest)decreased $28.0 million or 15%, primarily due to a$31.6 million decrease in Adjusted EBITDA

Current report

intangible amortization and impairmentsand tax, in Equity method income (net).

Current report

Our Consolidated revenue decreased $3.3 million or 1% for thethree months ended March 31, 2025, due to a $10.9 million

Current report

or 3% decrease from asset-based fees, partially offset by a $7.6 million or 2% increase from performance-based fees, primarily

Current report

due to a $10.3 million decrease in share-based compensation and a$4.8 million decrease in Affiliate equity compensation

Current report

expense. These decreases were partially offset by a $5.0 million increase in compensation accruals.

Current report

Intangible amortization and impairments increased $76.0 million for thethree months ended March 31, 2025, primarily due

Current report

to a$70.0 million expense to reduce the carrying value of indefinite-lived acquired client relationships for certain asset groups

Current report

to fair value and a $7.0 million expense to reduce the carrying value of an indefinite-lived acquired client relationship to zero

Current report

due to the closure of a retail investment product. These increases were partially offset by a $1.0 million decrease in

Current report

Interest expense increased $4.2 million or 14% for thethree months ended March 31, 2025, primarily due to a $6.6 million

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Removed paragraphs (152)

Previous report

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

Previous report

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

Previous report

Our Affiliates provide a diverse range of differentiated return streams through their specialized investment processes. We

Previous report

months ended September 30, 2024. At the same time, our equity strategies saw outflows in line with client cash flow trends

Previous report

across the industry. We continue to invest our capital and resources in areas aligned with long-term client demand trends, most

Previous report

investment firms will continue to seek access to an evolving range of partnership solutions, and that we have a significant

Previous report

opportunity to invest in additional high-quality firms across the global investment management industry.

Previous report

The following tables present changes in our assets under management by strategy and client type for thethree andnine

Previous report

(1)Includes assets under management related to a new investment made by an existing Affiliate.

Previous report

Aggregate fees were$1,157.1 million for thethree months ended September 30, 2024, an increase of$159.6 million or

Previous report

or 10% increase from asset-based fees and a $62.4 million or 6% increase from performance-based fees, primarily in our liquid

Previous report

management, primarily in our alternatives strategies, and changes in the composition of our assets under management primarily

Previous report

Aggregate fees were$3,726.8 million for thenine months ended September 30, 2024, anincrease of$221.1 million or 6%

Previous report

as compared to thenine months ended September 30, 2023. The increase in our aggregate fees was due to a $245.7 million or

Previous report

7% increase from asset-based fees, offset by a $24.6 million or 1% decrease from performance-based fees, primarily in our

Previous report

management, primarily in our alternatives strategies, and changes in the composition of our assets under management primarily

Previous report

Our Adjusted EBITDA (controlling interest)increased $5.7 million or 3% in thethree months ended September 30, 2024

Previous report

primarily due to a $159.6 million or 16% increase in aggregate fees. Adjusted EBITDA increased less than aggregate fees on a

Previous report

percentage basis primarily due to the recognition of performance-based fees earned by Affiliates in which we hold a lesser

Previous report

For thenine months ended September 30, 2024, our Adjusted EBITDA (controlling interest)increased $51.8 million or

Previous report

8%, primarily from investments in new Affiliates and the recognition of performance-based fees earned by Affiliates in which

Previous report

For thethree months ended September 30, 2024, our Net income (controlling interest)decreased $93.4 million or 43%.

Previous report

This decrease was primarily due to the recognition of a $133.1 million pre-tax gain associated with the sale of our equity

Previous report

interest in Veritable, LP (“Veritable”) in the third quarter of 2023 (the “Veritable Transaction”), partially offset by a $46.4

Previous report

For thenine months ended September 30, 2024, our Net income (controlling interest)decreased $127.3 million or 27%.

Previous report

This decrease was primarily due to the recognition of a $133.1 million pre-tax gain associated with the Veritable Transaction in

Previous report

the third quarter of 2023 and a $30.4 million decrease in Investment and other income attributable to the controlling interest.

Previous report

These decreases were partially offset by a $26.2 million decrease in Income tax expense attributable to the controlling interest.

Previous report

income (controlling interest)increased $3.7 million or 2%, primarily due to a $5.7 million increase in Adjusted EBITDA

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Reworded paragraphs (119)

Previous wording

by investing in a diverse array of high-quality independent partner-owned firms, referred to as “Affiliates,” through a proven

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by investing in high-quality independent partner-owned firms, which we refer to as “Affiliates,” through a proven partnership

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partnership approach, and allocating resources across our unique opportunity set to the areas of highest growth and return.

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approach, and allocating resources across our unique opportunity set to the areas of highest growth and return. With their

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With their entrepreneurial, investment-centric cultures and alignment of interests with clients through direct equity ownership

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entrepreneurial, investment-centric cultures and alignment of interests with clients through direct equity ownership by firm

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by firm principals, independent firms have fundamental competitive advantages in offering unique return streams to the

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principals, independent firms have fundamental competitive advantages in offering unique return streams to the marketplace.

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marketplace. Through AMG’s distinctive approach, we enhance these advantages to magnify the long-term success of our

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Through AMG’s distinctive approach, we enhance these advantages to magnify the long-term success of our Affiliates and

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Affiliates and actively support their independence. Our innovative model enables each Affiliate’s management team to retain

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actively support their independence. Our innovative model enables each Affiliate’s management team to retain autonomy

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autonomy and significant equity ownership in their firm, while they leverage our strategic capabilities and insight, including

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and significant equity ownership in their firm, while they leverage our strategic capabilities and insight, including growth

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growth capital, product strategy and development, capital formation, and incentive alignment and succession planning. As of

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capital, product strategy and development, capital formation, and incentive alignment and succession planning. As of

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September 30, 2024, our aggregate assets under management were approximately$728 billion across a diverse range of

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March 31, 2025, our aggregate assets under management were approximately$712 billion across a diverse range of private

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private markets, liquid alternatives, and differentiated long-only investment strategies.

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markets, liquid alternative, and differentiated long-only investment strategies.

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

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

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marketplace factors and industry trends. Therefore, our key aggregate operating performance measures are important in

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marketplace factors and industry trends. Therefore, certain key aggregate operating performance measures are important in

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continue to see client demand for alternative strategies, as evidenced by our net inflows in this category for thethree andnine

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performance generated by their investment products. We continue to see client demand for alternative strategies (both in

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notably in private markets and liquid alternatives. As we continue to invest in new and existing Affiliates, we expect to further

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net outflows in line with trends across the industry. As we continue to invest in new and existing Affiliates, we expect to

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evolve our business mix and better position AMG to benefit from industry growth trends. We also anticipate that independent

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further evolve our business mix and better position AMG to benefit from industry growth trends.

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(4)For private markets products, performance is reported as the percentage of assets that have outperformed benchmarks on a

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(2)For private markets products, performance is reported as the percentage of assets that have outperformed benchmarks on a

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(2)For liquid alternative, global equity, and U.S. equity products, performance is reported as the percentage of assets that have

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(3)For liquid alternative and equity products, performance is reported as the percentage of assets that have outperformed

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outperformed benchmarks across the indicated periods, and excludes market-hedging products. For purposes of investment

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benchmarks across the indicated periods, and excludes market-hedging products. For purposes of investment performance

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performance comparisons, products are an aggregation of portfolios (separate accounts, investment funds, and other

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comparisons, products are an aggregation of portfolios (separate accounts, investment funds, and other products) that each

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products) that each represent a particular investment objective, using the most representative portfolio for the performance

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represent a particular investment objective, using the most representative portfolio for the performance comparison.

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comparison. Performance is presented for products with a three-, five-, and/or ten-year track record and is measured on a

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Performance is presented for products with a three-, five-, and/or ten-year track record and is measured on a consistent

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consistent basis relative to the most appropriate benchmarks. Benchmark appropriateness is generally reviewed annually to

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basis relative to the most appropriate benchmarks. Benchmark appropriateness is generally reviewed annually to reflect

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reflect any changes in how underlying portfolios/mandates are managed. Product and benchmark performance is reflected

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any changes in how underlying portfolios/mandates are managed. Product and benchmark performance is reflected as total

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as total return and is annualized. Reported product performance is gross-of-fees for institutional and high-net-worth

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return and is annualized. Reported product performance is gross-of-fees for institutional and high-net-worth separate

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separate accounts, and generally net-of-fees across retail funds and other commingled vehicles such as hedge funds.

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accounts, and generally net-of-fees across retail funds and other commingled vehicles such as hedge funds.

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(3)Multi-asset and fixed income products are mainly our wealth management and solutions offerings. These investment

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(4)Multi-asset and fixed income products are mainly our wealth management and solutions offerings. These investment

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recognized. Performance-based fees are generally billed less frequently than asset-based fees and will vary from period to

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recognized. Performance-based fees are generally recognized less frequently than asset-based fees and will vary from period to

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period because they inherently depend on investment performance. As of September 30, 2024, approximately 27% of our total

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period because they inherently depend on investment performance. As of March 31, 2025, approximately 28% of our total

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assets under management could potentially earn performance-based fees. These percentages were approximately 12% and 46%

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assets under management could potentially earn performance-based fees. These percentages were approximately 12% and 48%

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16% as compared to thethree months ended September 30, 2023. The increase in our aggregate fees was due to a $97.2 million

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compared to thethree months ended March 31, 2024. The decrease in our aggregate fees was due to a $213.4 million or 15%

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offset by a decrease in Income tax expense attributable to the controlling interest.

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decrease from performance-based fees, primarily in our liquid alternative strategies, partially offset by a $12.2 million or 1%

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alternatives strategies. The increase in asset-based fees was principally due to an increase in our average assets under

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increase from asset-based fees. The increase in asset-based fees was principally due to an increase in our average assets under

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million decrease in Income tax expense attributable to the controlling interest.

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interest and a $42.2 million decrease in Equity method income (net). These decreases were partially offset by a $28.6 million

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Interest expense increased $3.6 million or 12% for thethree months ended September 30, 2024, primarily due to a $7.6

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Our Adjusted EBITDA (controlling interest)decreased $31.6 million or 12% for thethree months ended March 31, 2025,

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because it represents our performance before non-cash expenses relating to the acquisition of interests in Affiliates and

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because it represents our performance before non-cash expenses primarily related to our acquisition of interests in Affiliates and

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(controlling interest), partially offset by a $3.6 million increase in Interest expense attributable to the controlling interest.

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(controlling interest) and a $4.2 million increase in Interest expense attributable to the controlling interest. These decreases

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a $26.2 million increase in current and other deferred taxes attributable to the controlling interest and a $5.7 million increase in

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were partially offset by a $10.1 million decrease in current and other deferred taxes attributable to the controlling interest.

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private markets strategies. The decrease in asset-based fees was principally due to changes in the composition of our assets

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in our private markets strategies. The decrease in asset-based fees was principally due to changes in the composition of our

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under management driven by the Veritable Transaction, offset by an increase in our consolidated Affiliate average assets under

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assets under management, partially offset by an increase in our consolidated Affiliate average assets under management,

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(1)Alternatives include private markets strategies, which accounted for 18% of our assets under management as of

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private markets and liquid alternatives), as evidenced by our net inflows in this category, but our equity strategies experienced

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were primarily attributable to the controlling interest.
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liquid alternatives strategies. The increase in asset-based fees was principally due to an increase in our average assets under

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Interest expense attributable to the controlling interest.

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average assets under management on which these expenses are incurred. This increase was partially offset by a $1.3 million

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million decrease primarily due to the repayment of our term loan.

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million decrease in expenses related to changes in the values of contingent payment obligations.

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definite-lived assets being fully amortized.

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increase in amortization expense due to an increase in actual and expected client attrition for certain definite-lived acquired

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definite-lived assets being fully amortized.

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primarily attributable to the controlling interest.