Edgar Filing: AFFILIATED MANAGERS GROUP INC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number 001-13459

Affiliated Managers Group, Inc.
(Exact name of registrant as specified in its charter)


Delaware		04-3218510
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

600 Hale Street, Prides Crossing, Massachusetts 01965
(Address of principal executive offices)

(617) 747-3300
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

There were 51,097,659 shares of the registrant's common stock outstanding on August 3, 2010.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share data)

(unaudited)

		For the Three Months Ended June 30,						For the Six Months Ended June 30,

		2009			2010			2009			2010
Revenue		$	201,246		$	332,080		$	379,721		$	583,102
Operating expenses:
	Compensation and related expenses		103,373			142,740			187,533			261,969
	Selling, general and administrative		30,953			72,126			62,413			117,365
	Amortization of intangible assets		8,044			9,592			16,138			18,528
	Depreciation and other amortization		3,243			3,375			6,482			6,401
	Other operating expenses		4,736			8,416			10,486			14,470

			150,349			236,249			283,052			418,733

Operating income			50,897			95,831			96,669			164,369

Non-operating (income) and expenses:
	Investment and other income		(7,191	)		(723	)		(6,950	)		(3,545	)
	Income from equity method investments		(7,351	)		(9,861	)		(13,767	)		(19,007	)
	Investment (income) loss from investments in partnerships		(14,947	)		8,585			(11,152	)		4,493
	Interest expense		15,828			16,315			32,404			32,428
	Imputed interest expense		3,365			6,374			6,737			10,112

			(10,296	)		20,690			7,272			24,481

Income before income taxes			61,193			75,141			89,397			139,888
Income taxes			4,944			16,923			9,908			28,910

Net income			56,249			58,218			79,489			110,978
Net income (non-controlling interests)			(30,671	)		(41,411	)		(51,549	)		(72,697	)
Net (income) loss (non-controlling interests in partnerships)			(14,599	)		8,397			(10,836	)		4,386

Net Income (controlling interest)		$	10,979		$	25,204		$	17,104		$	42,667

Average shares outstanding—basic			41,450,659			44,610,506			40,740,486			43,491,622
Average shares outstanding—diluted			43,159,140			47,635,230			42,082,991			46,539,949
Earnings per share—basic		$	0.26		$	0.56		$	0.42		$	0.98
Earnings per share—diluted		$	0.26		$	0.53		$	0.41		$	0.92
Supplemental disclosure of total comprehensive income:
Net income		$	56,249		$	58,218		$	79,489		$	110,978
Other comprehensive income (loss)			24,676			(24,189	)		14,804			1,203

Comprehensive income			80,925			34,029			94,293			112,181
Comprehensive income (non-controlling interests)			(45,270	)		(33,014	)		(62,385	)		(68,311	)

Comprehensive income (loss) (controlling interest)		$	35,655		$	1,015		$	31,908		$	43,870

The accompanying notes are an integral part of the Consolidated Financial Statements.

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

			December 31, 2009			June 30, 2010

Assets
Current assets:
	Cash and cash equivalents		$	259,487		$	220,543
	Investment advisory fees receivable			140,118			200,395
	Investments in partnerships			93,809			89,554
	Investments in marketable securities			56,690			62,802
	Unsettled fund share receivables			—			55,817
	Prepaid expenses and other current assets			35,478			30,007

		Total current assets		585,582			659,118
Fixed assets, net				62,402			68,086
Equity investments in Affiliates				658,332			635,321
Acquired client relationships, net				571,573			1,397,034
Goodwill				1,413,217			1,983,468
Other assets				99,800			195,426

		Total assets	$	3,390,906		$	4,938,453

Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable and accrued liabilities		$	117,227		$	194,759
	Unsettled fund share payables			—			50,446
	Payables to related party			109,888			90,791

		Total current liabilities		227,115			335,996
Senior debt				—			659,500
Senior convertible securities				456,976			415,856
Junior convertible trust preferred securities				507,358			508,588
Deferred income taxes				322,671			464,151
Other long-term liabilities				26,066			174,545

		Total liabilities		1,540,186			2,558,636
Redeemable non-controlling interests				368,999			344,020
Equity:
	Common stock			458			508
	Additional paid-in capital			612,091			880,729
	Accumulated other comprehensive income			45,958			47,161
	Retained earnings			873,137			915,804

				1,531,644			1,844,202
	Less: treasury stock, at cost			(421,954	)		(356,341	)

		Total stockholders' equity		1,109,690			1,487,861
	Non-controlling interests			281,946			462,015
	Non-controlling interests in partnerships			90,085			85,921

		Total equity		1,481,721			2,035,797

		Total liabilities and equity	$	3,390,906		$	4,938,453

The accompanying notes are an integral part of the Consolidated Financial Statements.

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(dollars in thousands)

(unaudited)

	Total Stockholders' Equity

	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Shares at Cost			Non- controlling interests			Non- controlling interests in partnerships			Total Equity
December 31, 2009	$	458	$	612,091		$	45,958	$	873,137	$	(421,954	)	$	281,946		$	90,085		$	1,481,721
Stock issued under option and other incentive plans		—		(41,202	)		—		—		65,604			—			—			24,402
Tax benefit of option exercises		—		6,795			—		—		—			—			—			6,795
Issuance costs		—		(228	)		—		—		—			—			—			(228	)
Changes in Affiliate equity value		—		(1,774	)		—		—		—			394			—			(1,380	)
Settlement of forward equity sale agreement		24		99,980			—		—		—			—			—			100,004
Conversion of zero coupon convertible notes		9		47,449			—		—		9			—			—			47,467
Share-based payment arrangements		—		10,730			—		—		—			—			—			10,730
Distributions to non-controlling interests		—		—			—		—		—			(90,564	)		—			(90,564	)
Investments in Affiliates		17		146,888			—		—		—			197,542			—			344,447
Other changes in non-controlling interests in partnerships		—		—			—		—		—			—			222			222
Net Income		—		—			—		42,667		—			72,697			(4,386	)		110,978
Other comprehensive income		—		—			1,203		—		—			—			—			1,203

June 30, 2010	$	508	$	880,729		$	47,161	$	915,804	$	(356,341	)	$	462,015		$	85,921		$	2,035,797

The accompanying notes are an integral part of the Consolidated Financial Statements.

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

			For the Three Months Ended June 30,						For the Six Months Ended June 30,

			2009			2010			2009			2010
Cash flow from operating activities:
	Net Income		$	56,249		$	58,218		$	79,489		$	110,978
Adjustments to reconcile Net Income to net cash flow from operating activities:
	Amortization of intangible assets			8,044			9,592			16,138			18,528
	Amortization of issuance costs			1,841			1,847			3,636			3,694
	Depreciation and other amortization			3,243			3,375			6,482			6,401
	Deferred income tax provision			4,866			8,997			16,828			17,655
	Imputed Interest Expense			3,365			6,374			6,737			10,112
	Income from equity method investments, net of amortization			(7,351	)		(9,861	)		(13,767	)		(19,007	)
	Distributions received from equity method investments			9,879			13,577			28,820			36,764
	Tax benefit from exercise of stock options			1,459			1,802			1,459			2,076
	Stock option expense			1,958			3,159			3,135			6,803
	Affiliate equity expense			3,469			3,432			6,719			6,800
	Other adjustments			(21,189	)		13,483			(18,580	)		9,548
Changes in assets and liabilities:
	(Increase) decrease in investment advisory fees receivable			(11,447	)		(24,391	)		17,895			(25,329	)
	(Increase) decrease in investments in partnerships			(648	)		(787	)		331			(504	)
	(Increase) decrease in prepaids and other current assets			(9,470	)		9,039			(9,213	)		19,768
	(Increase) decrease in other assets			1,085			2,987			2,915			(8,125	)
	(Increase) decrease in unsettled fund shares receivable			—			96,487			—			(2,224	)
	Increase (decrease) in unsettled fund shares payable			—			(106,089	)		—			2,265
	Increase (decrease) in accounts payable, accrued liabilities and other long-term liabilities			26,861			23,850			(61,119	)		(13,092	)

		Cash flow from operating activities		72,214			115,091			87,905			183,111

Cash flow used in investing activities:
	Investments in Affiliates			(1,411	)		(665,368	)		(1,411	)		(793,036	)
	Purchase of fixed assets			(663	)		(2,002	)		(1,215	)		(3,107	)
	Purchase of investment securities			(2,911	)		(15,484	)		(11,747	)		(30,403	)
	Sale of investment securities			—			—			5,720			11,784

		Cash flow used in investing activities		(4,985	)		(682,854	)		(8,653	)		(814,762	)

Cash flow from (used in) financing activities:
	Borrowings of senior bank debt			—			782,500			—			1,017,500
	Repayments of senior bank debt			—			(293,000	)		(233,514	)		(358,000	)
	Issuance of common stock			11,622			22,959			11,622			25,414
	Issuance costs			—			(147	)		(921	)		(229	)
	Excess tax benefit from exercise of stock options			1,086			4,358			1,086			4,719
	Settlement of forward equity sale agreement			—			100,004			144,258			100,004
	Note payments			(2,932	)		(520	)		(4,479	)		(25,891	)
	Distributions to non-controlling interests			(25,506	)		(23,779	)		(87,125	)		(60,692	)
	Affiliate equity issuances and repurchases			(16,421	)		(6,893	)		(32,806	)		(109,532	)
	Subscriptions (redemptions) of non-controlling interests in partnerships			508			787			(471	)		503

		Cash flow from (used in) financing activities		(31,643	)		586,269			(202,350	)		593,796

Effect of foreign exchange rate changes on cash and cash equivalents				1,492			(1,714	)		1,036			(1,089	)
Net increase (decrease) in cash and cash equivalents				37,078			16,792			(122,062	)		(38,944	)
Cash and cash equivalents at beginning of period				237,291			203,751			396,431			259,487

Cash and cash equivalents at end of period			$	274,369		$	220,543		$	274,369		$	220,543

Supplemental disclosure of non-cash financing activities:
	Notes received for Affiliate equity sales		$	593		$	1,893		$	4,060		$	7,642
	Payables recorded for Affiliate equity purchases			671			—			671			15,284
	Stock issued for conversion of zero coupon senior convertible note			—			47,457			—			47,457
	Stock issued for Investments in Affiliates			—			146,906			—			146,906
	Stock issued for settlement of forward equity sale agreement			—			44,450			—			44,450
	Payables recorded under contingent payment arrangements			—			15,283			—			64,250

The accompanying notes are an integral part of the Consolidated Financial Statements.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The consolidated financial statements of Affiliated Managers Group, Inc. ("AMG" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair statement of the results have been included. All intercompany balances and transactions have been eliminated. All dollar amounts in these notes (except information that is presented on a per share, per security, per note or per contract basis) are stated in thousands, unless otherwise indicated. Certain reclassifications have been made to the prior period's financial statements to conform to the current period's presentation. Operating results for interim periods are not necessarily indicative of the results that may be expected for any other period or for the full year. The Company's Annual Report on Form 10-K (as amended, the "Annual Report on Form 10-K") for the fiscal year ended December 31, 2009 includes additional information about AMG, its operations, its financial position and its accounting policies, and should be read in conjunction with this Quarterly Report on Form 10-Q.

2. Senior Bank Debt

The Company has a $770,000 revolving credit facility (the "Revolver") and pays interest on any outstanding obligations at specified rates (based either on the Eurodollar rate or the prime rate as in effect from time to time) that vary depending on the Company's credit rating. Subject to the agreement of lenders to provide additional commitments, the Company has the option to increase the Revolver by up to an additional $175,000.

The Revolver, which will mature in February 2012, contains financial covenants with respect to leverage and interest coverage. The Revolver also contains customary affirmative and negative covenants, including limitations on indebtedness, liens, cash dividends and fundamental corporate changes. Borrowings under the Revolver are collateralized by pledges of the substantial majority of capital stock or other equity interests owned by the Company. At June 30, 2010, the Company had $659,500 of outstanding borrowings under the Revolver; and, on July 2, 2010, used the net proceeds from the settlement of sales under its forward equity program to pay down the balance of the Revolver to approximately $465,000.

3. Senior Convertible Securities

The carrying values of the senior convertible securities are as follows:

	December 31, 2009				June 30, 2010

	Carrying Value		Principal amount at maturity		Carrying Value		Principal amount at maturity
2008 senior convertible notes	$	409,594	$	460,000	$	415,856	$	460,000
Zero coupon senior convertible notes		47,382		50,135		—		—

Total senior convertible securities	$	456,976	$	510,135	$	415,856	$	460,000

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2008 Senior Convertible Notes

In August 2008, the Company issued $460,000 of senior convertible notes due 2038 ("2008 senior convertible notes"). The 2008 senior convertible notes bear interest at 3.95%, payable semi-annually in cash. The Company is accreting the carrying value to the principal amount at maturity using an interest rate of 7.4% (over its expected life of five years). Each security is convertible into 7.959 shares of the Company's common stock (at an initial conversion price of $125.65) upon the occurrence of certain events, as follows: (i) during any fiscal quarter, if the closing price of the Company's common stock, as measured over a specified time period during the preceding fiscal quarter, is equal to or greater than 130% of the conversion price of the notes on the last day of such preceding fiscal quarter; (ii) during a certain window of time, if the trading price per $1,000 principal amount of the notes for each day during a specified period is less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate of the notes on such day; (iii) upon the occurrence of specified corporate transactions; (iv) after the notes have been called for redemption; and (v) anytime after February 15, 2038. Upon conversion, the Company may elect to pay cash, deliver shares of its common stock, or a combination thereof. The holders of the 2008 senior convertible notes may require the Company to repurchase the notes in August of 2013, 2018, 2023, 2028 and 2033. The Company may redeem the notes for cash (subject to the holders' right to convert) at any time on or after August 15, 2013.

The 2008 senior convertible notes are considered contingent payment debt instruments under federal income tax regulations. These regulations require the Company to deduct interest in an amount greater than its reported interest expense, which will result in annual deferred tax liabilities of approximately $11.2 million. These deferred tax liabilities will be reclassified directly to stockholders' equity if the Company's common stock is trading above certain thresholds at the time of the conversion of the notes.

Zero Coupon Senior Convertible Notes

In the second quarter of 2010, the Company called the zero coupon senior convertible notes for redemption. In lieu of redemption, all of the holders elected to convert their notes into shares of the Company's common stock. The Company issued 873,626 shares of common stock to settle these conversions. All of the Company's zero coupon senior convertible notes have been cancelled and retired.

4. Junior Convertible Trust Preferred Securities

The carrying values of the Company's junior convertible trust preferred securities are as follows:

	December 31, 2009				June 30, 2010

	Carrying Value		Principal amount at maturity		Carrying Value		Principal amount at maturity
2006 junior convertible trust preferred securities	$	212,466	$	300,000	$	213,010	$	300,000
2007 junior convertible trust preferred securities		294,892		430,820		295,578		430,820

Total junior convertible securities	$	507,358	$	730,820	$	508,588	$	730,820

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In 2006, the Company issued $300,000 of junior subordinated convertible debentures due 2036 to a wholly-owned trust simultaneous with the issuance, by the trust, of $291,000 of convertible trust preferred securities to investors. The junior subordinated convertible debentures and convertible trust preferred securities (together, the "2006 junior convertible trust preferred securities") have substantially the same terms.

The 2006 junior convertible trust preferred securities bear interest at a rate of 5.1% per annum, payable quarterly in cash. The Company is accreting the carrying value to the principal amount at maturity using an interest rate of 7.5% (over its expected life of 30 years). Each $50 security is convertible, at any time, into 0.333 shares of the Company's common stock, which represents a conversion price of $150 per share (or a 48% premium to the then prevailing share price of $101.45). Upon conversion, holders will receive cash or shares of the Company's common stock (or a combination of cash and common stock) at the election of the Company. The 2006 junior convertible trust preferred securities may not be redeemed by the Company prior to April 15, 2011. On or after April 15, 2011, they may be redeemed if the closing price of the Company's common stock exceeds $195 per share for a specified period of time. The trust's only assets are the junior convertible subordinated debentures. To the extent that the trust has available funds, the Company is obligated to ensure that holders of the 2006 junior convertible trust preferred securities receive all payments due from the trust.

In October 2007, the Company issued an additional $500,000 of junior subordinated convertible debentures which are due 2037 to a wholly-owned trust simultaneous with the issuance, by the trust, of $500,000 of convertible trust preferred securities to investors. The junior subordinated convertible debentures and convertible trust preferred securities (together, the "2007 junior convertible trust preferred securities") have substantially the same terms.

The 2007 junior convertible trust preferred securities bear interest at 5.15% per annum, payable quarterly in cash. The Company is accreting the discounted amount to the principal amount at maturity using an interest rate of 8.0% (over its expected life of 30 years). Each $50 security is convertible, at any time, into 0.25 shares of the Company's common stock, which represents a conversion price of $200 per share (or a 53% premium to the then prevailing share price of $130.77). Upon conversion, holders will receive cash or shares of the Company's common stock (or a combination of cash and common stock) at the election of the Company. The 2007 junior convertible trust preferred securities may not be redeemed by the Company prior to October 15, 2012. On or after October 15, 2012, they may be redeemed if the closing price of the Company's common stock exceeds $260 per share for a specified period of time. The trust's only assets are the 2007 junior convertible subordinated debentures. To the extent that the trust has available funds, the Company is obligated to ensure that holders of the 2007 junior convertible trust preferred securities receive all payments due from the trust.

The 2006 and 2007 junior convertible trust preferred securities are considered contingent payment debt instruments under federal income tax regulations. These regulations require the Company to deduct interest in an amount greater than its reported interest expense, which will result in annual deferred tax liabilities of approximately $9.5 million. These deferred tax liabilities will be reclassified directly to stockholders' equity if the Company's common stock is trading above certain thresholds at the time of the conversion of the notes.

5. Forward Equity Sale Agreements

The Company has entered into three forward equity sale agreements with major securities firms to sell shares of its common stock (up to $200,000 under each agreement). Under the terms of these

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

agreements, the Company can settle forward sales at any time prior to December 31, 2010 by issuing shares in exchange for cash or, at the Company's option, by settling on a net stock or cash basis. As of June 30, 2010, the Company had $200,700 of forward sales outstanding, which were subsequently settled net of transaction costs on July 2, 2010 by issuing 3,193,072 shares. The Company may sell up to an additional $103,500 under an agreement entered into in July 2009.

6. Income Taxes

The consolidated income tax provision includes taxes attributable to controlling interests and, to a lesser extent, taxes attributable to non-controlling interests as follows:

			For the Three Months Ended June 30,						For the Six Months Ended June 30,

			2009			2010			2009			2010
Controlling Interests:
	Current Tax		$	(1,126	)	$	5,344		$	(9,171	)	$	7,852
	Intangible related deferred taxes			9,544			14,310			19,115			25,050
	Other Deferred Taxes			(4,678	)		(4,852	)		(2,287	)		(6,935	)

		Total Controlling Interests		3,740			14,802			7,657			25,967

Non-Controlling Interests:
	Current Tax		$	1,204		$	2,581		$	2,251		$	3,403
	Deferred Taxes			—			(460	)		—			(460	)

		Total Non-Controlling Interests		1,204			2,121			2,251			2,943

Provision for income taxes			$	4,944		$	16,923		$	9,908		$	28,910

Income before income taxes (controlling interest)			$	14,719		$	40,006		$	24,761		$	68,634

Effective Tax rate attributable to controlling interests⁽¹⁾				25.4	%		37.0	%		30.9	%		37.8	%

(1): Taxes attributable to controlling interests divided by Income before income taxes (controlling interest).

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of the consolidated provision for income taxes is as follows:

		For the Three Months Ended June 30,						For the Six Months Ended June 30,

		2009			2010			2009			2010
Current:
	Federal	$	(4,640	)	$	544		$	(14,625	)	$	(204	)
	State		2,516			2,264			3,926			3,453
	Foreign		2,202			5,118			3,779			8,006

Total Current			78			7,926			(6,920	)		11,255

Deferred:
	Federal		7,448			8,503			18,456			16,380
	State		(2,149	)		1,570			(891	)		2,843
	Foreign		(433	)		(1,076	)		(737	)		(1,568	)

Total Deferred			4,866			8,997			16,828			17,655

Provision for Income Taxes		$	4,944		$	16,923		$	9,908		$	28,910

The components of deferred tax assets and liabilities are as follows:

		December 31, 2009			June 30, 2010

Deferred Tax Assets
	State net operating loss carryforwards	$	28,694		$	28,748
	Foreign tax credit carryforwards		9,442			17,186
	Capital loss carryforwards		1,808			1,472
	Other		14,297			14,987

Total deferred tax assets			54,241			62,393
Valuation allowance			(25,294	)		(25,434	)

Deferred tax assets, net of valuation allowance		$	28,947		$	36,959

Deferred Tax Liabilities
	Intangible asset amortization	$	(188,872	)	$	(194,979	)
	Convertible securities interest		(139,279	)		(146,671	)
	Non-deductible intangible amortization		(19,745	)		(149,706	)
	Other		(3,722	)		(9,754	)

Total deferred tax liabilities			(351,618	)		(501,110	)

	Net deferred tax liability	$	(322,671	)	$	(464,151	)

Deferred tax liabilities are primarily the result of tax deductions for the Company's intangible assets and convertible securities. The Company amortizes most of its intangible assets for tax purposes only, reducing its tax basis below its carrying value for financial statement purposes and generating deferred taxes each reporting period. The Company's junior convertible trust preferred securities and 2008 senior convertible notes also generate deferred taxes because the Company's tax deductions are higher than the interest expense recorded for financial statement purposes.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In the second quarter of 2010, in connection with the closing of the investments in Pantheon and Aston (discussed further in Note 17), the Company recorded deferred tax liabilities. As the Company's investment in Pantheon is deductible in the United States, but is not deductible outside the United States; the Company recorded a deferred tax liability of $51,917. As the Company's investment in Aston was tax-free for Highbury's shareholders, the Company only recorded a deferred tax liability of $13,171 because most of its acquired intangible assets were not deductible for tax purposes.

At June 30, 2010, the Company had state net operating loss carryforwards that expire over a 15-year period beginning in 2010. The Company also has foreign tax credit carryforwards that expire over a 10-year period beginning in 2010. The valuation allowances at December 31, 2009 and June 30, 2010 were principally related to the uncertainty of the realization of the foreign tax credits and the state net operating loss carryforwards, which realization depends upon the Company's generation of sufficient taxable income prior to their expiration.

At June 30, 2010, the Company's liability for uncertain tax positions was $22,150, including interest and related charges of $3,918. The Company does not anticipate that this liability will change significantly over the next twelve months.

7. Earnings Per Share

The calculation of basic earnings per share is based on the weighted average number of shares of the Company's common stock outstanding during the period. Diluted earnings per share is similar to basic earnings per share, 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. Unlike all other dollar amounts in these Notes, the amounts in the numerator reconciliation are not presented in thousands.

		For the Three Months Ended June 30,				For the Six Months Ended June 30,

		2009		2010		2009		2010
Numerator:
Net Income (controlling interest)		$	10,979,000	$	25,204,000	$	17,104,000	$	42,667,000
Interest expense on convertible securities, net of taxes			36,000		28,000		72,000		52,000

Net Income (controlling interest), as adjusted		$	11,015,000	$	25,232,000	$	17,176,000	$	42,719,000

Denominator:
Average shares outstanding—basic			41,450,659		44,610,506		40,740,486		43,491,622
Effect of dilutive instruments:
	Stock options		557,275		987,830		324,501		951,364
	Forward sale		277,403		1,375,840		144,201		1,329,622
	Senior convertible securities		873,803		661,054		873,803		767,341

Average shares outstanding—diluted			43,159,140		47,635,230		42,082,991		46,539,949

As more fully discussed in Notes 3 and 4, the Company had certain convertible securities outstanding during the periods presented and is required to apply the if-converted method to these securities in its calculation of diluted earnings per share. Under the if-converted method, shares that are issuable upon conversion are deemed outstanding, regardless of whether the securities are

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

The calculation of diluted earnings per share for the three months ended June 30, 2009 and 2010 excludes the potential exercise of options to purchase 2.1 million and 0.8 million common shares, respectively, because the effect would be anti-dilutive. The calculation of diluted earnings per share for the six months ended June 30, 2009 and 2010 excludes the potential exercise of options to purchase 2.1 million and 1.2 million common shares, respectively, because the effect would be anti-dilutive.

As discussed further in Note 19, the Company may settle portions of its Affiliate equity purchases in shares of its common stock. Because it is the Company's intent to settle these potential repurchases in cash, the calculation of diluted earnings per share excludes any potential dilutive effect from possible share settlements.

8. Commitments and Contingencies

The Company and its Affiliates are subject to claims, legal proceedings and other contingencies in the ordinary course of their business activities. Each of these matters is 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 for matters for which the outcome is probable and can be reasonably estimated. Management believes that any liability in excess of these accruals upon the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial condition or results of operations of the Company.

Certain Affiliates operate under regulatory authorities which require that they maintain minimum financial or capital requirements. Management is not aware of any violations of such financial requirements occurring during the period.

In connection with its Pantheon investment (discussed further in Note 17), the Company has committed to co-invest in certain Pantheon investment partnerships where it serves as the general partner and Russell Investments is contractually obligated to reimburse the Company for these commitments when they are called. As of June 30, 2010, these commitments totaled approximately $97,000 and may be called in future periods.

9. Investments in Partnerships

The activity in the Affiliate investments in consolidated partnerships was as follows for the six months ended June 30, 2010:


December 31, 2009		$	93,809
	Gross subscriptions		6,399
	Gross redemptions		(5,895	)
	Investment income		(4,759	)

June 30, 2010		$	89,554

Purchases and sales of investments (principally equity securities) were $189,878 and $189,374, respectively, for the six months ended June 30, 2010.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Management fees earned from these partnerships were $200 and $227 for the three months ended June 30, 2009 and 2010, respectively, and $362 and $469 for the six months ended June 30, 2009 and 2010, respectively.

As of December 31, 2009 and June 30, 2010, the Affiliates' investments in partnerships that are not consolidated were $17,631 and $94,656, respectively. These assets are reported within "Other assets" in the Consolidated Balance Sheets. The income or loss related to these investments is classified within "Investment and other (income) loss" in the Consolidated Statements of Income.

10. Investments in Marketable Securities

The cost of investments in marketable securities, gross unrealized gains and losses were as follows:

	December 31, 2009			June 30, 2010

Cost of investments in marketable securities	$	50,631		$	51,904
Gross unrealized gains		6,108			11,317
Gross unrealized losses		(49	)		(419	)

11. Unsettled Fund Share Receivables and Payables

Unsettled fund share receivables and payables are created by the normal settlement periods on transactions initiated by certain clients of Affiliate funds domiciled in the United Kingdom. The gross presentation of the receivable ($55,817) and offsetting payable ($50,446) reflects the legal relationship between the underlying investor and the Company.

12. Fair Value Measurements

The Company determines the fair value of certain investment securities and other financial and nonfinancial 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 the most advantageous market, 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 reflecting the Company's own assumptions concerning unobservable inputs to the valuation model.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the Company's assets (principally equity securities) and liabilities that are measured at fair value on a quarterly basis.

			Fair Value Measurements

	December 31, 2009		Fair Value Measurements
	December 31, 2009		Level 1		Level 2		Level 3
Financial Assets
Investments in partnerships	$	111,440	$	93,066	$	14,365	$	4,009
Investments in marketable securities		56,690		54,480		2,210		—
Financial Liabilities
Contingent payment obligations	$	27,074	$	—	$	—	$	27,074
Obligations to related parties		78,653		—		—		78,653

			Fair Value Measurements

	June 30, 2010		Fair Value Measurements
	June 30, 2010		Level 1		Level 2		Level 3
Financial Assets
Investments in partnerships	$	184,210	$	83,691	$	36,829	$	63,690
Investments in marketable securities		62,802		60,758		2,044		—
Financial Liabilities
Contingent payment obligations	$	66,239	$	—	$	—	$	66,239
Obligations to related parties		48,950		—		—		48,950

During the three and six months ended June 30, 2010, there were no significant transfers of financial assets between Level 1 and Level 2. During the six months ended June 30, 2010, financial assets valued at $3,709 transferred from Level 3 to Level 2. The fair value of Level 2 assets was determined using quoted prices for similar instruments in active markets. The fair value of Level 3 assets and liabilities were determined using an income approach with assumptions made about future cash flows and discount rates.

Any change in the fair value of Affiliate investments in consolidated partnerships is presented as "Investment (income) loss from investments in partnerships" in the Consolidated Statements of Income. However, the portion of this income or loss that is attributable to investors that are unrelated to the Company, if any, is reported as "Net (income) loss (non-controlling interests in partnerships)."

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the changes in Level 3 assets and liabilities for the three and six months ended June 30, 2009 and 2010:

	Financial Assets

	Three Months Ended June 30, 2009		Three Months Ended June 30, 2010			Six Months Ended June 30, 2009		Six Months Ended June 30, 2010
Balance, beginning of period	$	4,185	$	300		$	4,185	$	4,009
Realized and unrealized gains (losses) included in net income		—		(116	)		—		(116	)
Realized and unrealized gains (losses) included in other comprehensive income		—		—			—		—
New Investments				63,506					63,506
Purchases		—		—			—		—
Sales		—		—			—		—
Transfers in and/or out of Level 3		—		—			—		(3,709	)

Balance, end of period	$	4,185	$	63,690		$	4,185	$	63,690

Amount of total gains (losses) included in net income attributable to unrealized gains (losses) from assets still held at end of period	$	—	$	—		$	—	$	—
Amount of total gains (losses) included in other comprehensive income	$	—	$	—		$	—	$	—

	Financial Liabilities

	Three Months Ended June 30, 2009			Three Months Ended June 30, 2010			Six Months Ended June 30, 2009			Six Months Ended June 30, 2010
Balance, beginning of period	$	2,568		$	64,388		$	27,764		$	105,727
Realized and unrealized (gains) losses included in net income		(232	)		2,621			(232	)		2,454
Realized and unrealized (gains) losses included in other comprehensive income		—			(769	)		—			(769	)
New Investments		—			48,950			—			98,054
Additions		672			—			672			15,284
Settlements		(1,693	)		—			(26,889	)		(105,560	)
Transfers in and/or out of Level 3		—			—			—			—

Balance, end of period	$	1,315		$	115,190		$	1,315		$	115,190

Amount of total gains (losses) included in net income attributable to unrealized gains (losses) from unsettled liabilities at end of period	$	—		$	2,621		$	—		$	2,621
Amount of total gains (losses) included in other comprehensive income	$	—		$	(769	)	$	—		$	(769	)

The carrying amount of the Company's cash, cash equivalents and short-term investments approximates fair value because of the short-term nature of these instruments. The carrying value of

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

notes receivable approximates fair value because interest rates and other terms are at market rates. The carrying value of notes payable approximates fair value principally because of the short-term nature of the notes. The carrying value of senior bank debt approximates fair value because the debt is a credit facility with variable interest based on selected short-term rates. The fair market value of the 2008 senior convertible notes, and the 2006 and 2007 junior convertible trust preferred securities at June 30, 2010 was $448,500 and $509,224, respectively.

13. Related Party Transactions

The Company periodically records amounts receivable and payable to Affiliate partners in connection with the transfer of Affiliate equity interests. As of December 31, 2009 and June 30, 2010, the total receivable (reported in "Other assets") was $45,253 and $40,945, respectively. The total payable as of December 31, 2009 was $109,888, which is included in current liabilities. The total payable as of June 30, 2010 was $153,527, of which $90,791 is included in current liabilities.

In certain cases, Affiliate management owners and Company officers may serve as trustees or directors of certain mutual funds from which the Affiliate earns advisory fee revenue.

14. Stock Option and Incentive Plans

The following summarizes the transactions of the Company's stock option and incentive plans for the six months ended June 30, 2010:

				Weighted Average Exercise Price

Unexercised options outstanding—January 1, 2010		5,166,344		$	54.29
	Options granted	3,125			71.13
	Options exercised	(584,956	)		43.79
	Options forfeited	(3,043	)		48.79

Unexercised options outstanding—June 30, 2010		4,581,470			55.64	4.6

Exercisable at June 30, 2010		2,734,354			53.21	4.4

The Company's Net Income (controlling interest) for the three and six months ended June 30, 2010 includes compensation expense of $1,943 and $4,184, respectively (net of income tax benefits of $1,216 and $2,619, respectively, related to the Company's share-based compensation arrangements). As of June 30, 2010, the deferred compensation expense related to share-based compensation arrangements was $40,622 which is expected to be recognized over a weighted average period of approximately four years (assuming no forfeitures). As of June 30, 2010, 0.5 million options have expiration dates prior to the end of 2010.

15. Segment Information

Management has assessed and determined that the Company operates in three business segments representing the Company's three principal distribution channels: Mutual Fund, Institutional and High Net Worth, each of which has different client relationships.

Revenue in the Mutual Fund distribution channel is earned from advisory and sub-advisory relationships with all domestically-registered investment products as well as non-institutional investment

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

products that are registered abroad. Revenue in the Institutional distribution channel is earned from relationships with foundations and endowments, defined benefit and defined contribution plans and Taft-Hartley plans. Revenue in the High Net Worth distribution channel is earned from relationships with high net worth individuals, family trusts and managed account programs.

Revenue earned from client relationships managed by Affiliates accounted for under the equity method is not consolidated with the Company's reported revenue but instead is included (net of operating expenses, including amortization) in "Income from equity method investments," and reported in the distribution channel in which the Affiliate operates. Income tax attributable to the profits of the Company's equity-method Affiliates is reported within the Company's consolidated income tax provision.

In firms with revenue sharing arrangements, a certain percentage of revenue is allocated for use by management of an Affiliate in paying operating expenses of that Affiliate, including salaries and bonuses, and is called an "Operating Allocation." In reporting segment operating expenses, Affiliate expenses are allocated to a particular segment on a pro rata basis with respect to the revenue generated by that Affiliate in such segment. Generally, as revenue increases, additional compensation is typically paid to Affiliate management partners from the Operating Allocation. As a result, the contractual expense allocation pursuant to a revenue sharing arrangement may result in the characterization of any growth in profit margin beyond the Company's Owners' Allocation as an operating expense. All other operating expenses (excluding intangible amortization) and interest expense have been allocated to segments based on the proportion of cash flow distributions reported by Affiliates in each segment.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Statements of Income

		For the Three Months Ended June 30, 2009

		Mutual Fund			Institutional			High Net Worth			Total
Revenue		$	72,360		$	101,491		$	27,395		$	201,246
Operating expenses:
	Depreciation and other amortization		1,011			7,476			2,800			11,287
	Other operating expenses		49,660			70,638			18,764			139,062

			50,671			78,114			21,564			150,349

Operating income			21,689			23,377			5,831			50,897

Non-operating (income) and expenses:
	Investment and other income		(5,025	)		(1,560	)		(606	)		(7,191	)
	Income from equity method investments		(139	)		(6,835	)		(377	)		(7,351	)
	Investment income from investments in partnerships		—			(385	)		(14,562	)		(14,947	)
	Interest expense		5,198			11,441			2,554			19,193

			34			2,661			(12,991	)		(10,296	)

Income before income taxes			21,655			20,716			18,822			61,193
Income taxes			2,688			1,950			306			4,944

Net income			18,967			18,766			18,516			56,249
	Net income (non-controlling interests)		(12,994	)		(14,130	)		(3,547	)		(30,671	)
	Net income (non-controlling interests in partnerships)		—			(385	)		(14,214	)		(14,599	)

Net Income (controlling interest)		$	5,973		$	4,251		$	755		$	10,979

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

		For the Three Months Ended June 30, 2010

		Mutual Fund			Institutional			High Net Worth			Total
Revenue		$	147,993		$	152,301		$	31,786		$	332,080
Operating expenses:
	Depreciation and other amortization		2,596			8,258			2,113			12,967
	Other operating expenses		102,719			99,574			20,989			223,282

			105,315			107,832			23,102			236,249

Operating income			42,678			44,469			8,684			95,831

Non-operating (income) and expenses:
	Investment and other (income) loss		1,351			(1,283	)		(791	)		(723	)
	Income from equity method investments		(408	)		(8,521	)		(932	)		(9,861	)
	Investment loss from investments in partnerships		126			351			8,108			8,585
	Interest expense		9,156			11,331			2,202			22,689

			10,225			1,878			8,587			20,690

Income before income taxes			32,453			42,591			97			75,141
Income taxes			7,565			7,862			1,496			16,923

Net income			24,888			34,729			(1,399	)		58,218
	Net income (non-controlling interests)		(14,755	)		(22,736	)		(3,920	)		(41,411	)
	Net loss (non-controlling interests in partnerships)		125			351			7,921			8,397

Net Income (controlling interest)		$	10,258		$	12,344		$	2,602		$	25,204

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

		For the Six Months Ended June 30, 2009

		Mutual Fund			Institutional			High Net Worth			Total
Revenue		$	140,698		$	183,729		$	55,294		$	379,721
Operating expenses:
	Depreciation and other amortization		2,089			14,900			5,631			22,620
	Other operating expenses		94,229			127,872			38,331			260,432

			96,318			142,772			43,962			283,052

Operating income			44,380			40,957			11,332			96,669

Non-operating (income) and expenses:
	Investment and other income		(4,399	)		(1,727	)		(824	)		(6,950	)
	Income from equity method investments		(209	)		(12,946	)		(612	)		(13,767	)
	Investment income from investments in partnerships		(3	)		(316	)		(10,833	)		(11,152	)
	Interest expense		11,247			22,538			5,356			39,141

			6,636			7,549			(6,913	)		7,272

Income before income taxes			37,744			33,408			18,245			89,397
Income taxes			6,215			3,171			522			9,908

Net income			31,529			30,237			17,723			79,489
	Net income (non-controlling interests)		(20,930	)		(24,430	)		(6,189	)		(51,549	)
	Net income (non-controlling interests in partnerships)		(3	)		(316	)		(10,517	)		(10,836	)

Net Income (controlling interest)		$	10,596		$	5,491		$	1,017		$	17,104

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

		For the Six Months Ended June 30, 2010

		Mutual Fund			Institutional			High Net Worth			Total
Revenue		$	245,919		$	274,073		$	63,110		$	583,102
Operating expenses:
	Depreciation and other amortization		4,832			15,709			4,388			24,929
	Other operating expenses		169,452			182,836			41,516			393,804

			174,284			198,545			45,904			418,733

Operating income			71,635			75,528			17,206			164,369

Non-operating (income) and expenses:
	Investment and other (income) loss		581			(2,624	)		(1,502	)		(3,545	)
	Income from equity method investments		(767	)		(16,344	)		(1,896	)		(19,007	)
	Investment loss from investments in partnerships		73			195			4,225			4,493
	Interest expense		15,226			22,422			4,892			42,540

			15,113			3,649			5,719			24,481

Income before income taxes			56,522			71,879			11,487			139,888
Income taxes			13,030			12,896			2,984			28,910

Net income			43,492			58,983			8,503			110,978
	Net income (non-controlling interests)		(25,750	)		(39,179	)		(7,768	)		(72,697	)
	Net loss (non-controlling interests in partnerships)		74			196			4,116			4,386

Net Income (controlling interest)		$	17,816		$	20,000		$	4,851		$	42,667

Balance Sheet Information
Total assets as of December 31, 2009		$	1,182,940		$	1,702,983		$	504,983		$	3,390,906
Total assets as of June 30, 2010			1,752,409			2,676,571			509,473			4,938,453

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Goodwill and Acquired Client Relationships

The Company periodically makes new investments in asset management firms and acquires interests from, makes additional purchase payments to and transfers interests to Affiliate management partners. The Company incurred $10,445 and $194 of acquisition-related costs which were recognized as selling, general and administrative expenses during the six months ended June 30, 2010 and June 30, 2009, respectively.

The following table presents the change in goodwill during the six months ended June 30, 2010:

	Mutual Fund			Institutional			High Net Worth			Total

Balance, as of December 31, 2009	$	561,753		$	602,962		$	248,502		$	1,413,217
Goodwill acquired, net		210,383			358,110			4,757			573,250
Foreign currency translation		(244	)		(1,315	)		(1,440	)		(2,999	)

Balance, as of June 30, 2010	$	771,892		$	959,757		$	251,819		$	1,983,468

The following table reflects the components of intangible assets of the Company's Affiliates that are consolidated as of December 31, 2009 and June 30, 2010:

		December 31, 2009				June 30, 2010

		Carrying Amount		Accumulated Amortization		Carrying Amount		Accumulated Amortization
Amortized intangible assets:
	Acquired client relationships	$	389,312	$	168,538	$	924,796	$	187,067
Non-amortized intangible assets:
	Acquired client relationships—mutual fund management contracts		350,799		—		659,305		—
	Goodwill		1,413,217		—		1,983,468		—

For the Company's Affiliates that are consolidated, definite-lived acquired client relationships are amortized over their expected useful lives. As of June 30, 2010, these relationships were being amortized over a weighted average life of approximately 10 years. The Company estimates that its consolidated annual amortization expense will be approximately $82,000 for the next five years, assuming no additional investments in new or existing Affiliates.

The definite-lived acquired client relationships attributable to the Company's equity method investments are amortized over their expected useful lives. As of June 30, 2010, these relationships were being amortized over approximately seven years. Amortization expense for these relationships was $16,136 for the six months ended June 30, 2010. The Company estimates that the annual amortization expense attributable to its current equity-method Affiliates will be approximately $32,000 for the next five years, assuming no additional investments in new or existing Affiliates.

17. Business Combinations

During the quarter ended June 30, 2010, the Company completed its acquisition of Pantheon Ventures Inc., Pantheon Holdings Limited and Pantheon Capital (Asia) Limited (collectively, "Pantheon") from Russell Investments, a subsidiary of Northwestern Mutual Life Insurance Company.

Pantheon is a global private equity fund-of-funds manager, with over 25 years of private equity investment experience. Pantheon manages regional funds-of-funds in Europe, the United States and

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Asia, as well as global secondary funds-of-funds, global infrastructure fund-of-funds and customized separate account programs.

During the quarter, the Company also completed its investment in Aston Asset Management LLC ("Aston") through the acquisition of Highbury Financial Inc., Aston's parent company. Based in Chicago, Aston offers sub-advised investment products to the mutual fund and managed accounts markets. Aston is the principal advisor to the Aston Funds, a fund family of 24 sub-advised, no-load mutual funds.

Pantheon Purchase Price Allocation

The Company has not yet completed its valuation of Pantheon and, therefore, the Company's purchase price allocation is provisional. These provisional amounts may be revised upon completion of the valuation. The excess of the enterprise value over the net assets acquired was recorded as goodwill, of which 91%, 8% and 1% was attributed to the Company's Institutional, Mutual Fund and High Net Worth segments, respectively. The goodwill and acquired client relationships are deductible for U.S. tax purposes over a 15-year life. The provisional allocation of the purchase price is as follows:

	Controlling Interest			Non-Controlling Interest		Total

Purchase price	$	762,294		$	10,700	$	772,994
Retained Non-Controlling interest		—			106,027		106,027
Contingent payment obligation		15,283			—		15,283

Enterprise Value		777,577			116,727		894,304
Acquired client relationships		431,744			81,382		513,126
Tangible assets, net		13,034			32,295		45,329
Deferred income taxes		(51,917	)		—		(51,917	)
Goodwill		384,716			3,050		387,766

	$	777,577		$	116,727	$	894,304

As part of this investment, the Company is contingently liable to make payments totaling between zero and $225,000 over the next three to five years upon the achievement of specified revenue targets. The Company measured the provisional fair value of the contingent payment obligation using a financial model that included assumptions of expected market performance and net client cash flows. Based on these assumptions, the Company projects contingent payments totaling $26,300. As of June 30, 2010, the present value of these payments was $15,300. This amount is reported in "Other long-term liabilities."

Aston Purchase Price Allocation

The Company has not yet completed its valuation of Aston and, therefore, the Company's purchase price allocation is provisional. These provisional amounts may be revised upon completion of the valuation. The excess of the enterprise value over the net assets acquired was recorded as goodwill, of which 98% and 2% was attributed to the Company's Mutual Fund and High Net Worth segments,

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

respectively. Most of the acquired intangible assets are not deductible for U.S. tax purposes. The provisional allocation of the purchase price is as follows:

	Controlling Interest			Non-Controlling Interest		Total

Purchase Price	$	146,906		$	—	$	146,906
Retained Non-Controlling interest		—			21,287		21,287

Enterprise Value		146,906			21,287		168,193
Acquired client relationships		81,175			14,494		95,669
Tangible assets		4,000			—		4,000
Deferred income taxes		(13,171	)		—		(13,171	)
Goodwill		74,902			6,793		81,695

	$	146,906		$	21,287	$	168,193

Unaudited pro forma financial results are set forth below, giving consideration to the Artemis (closed during the first quarter of 2010), Pantheon and Aston investments, as if such transactions occurred as of the beginning of 2009, assuming the revenue sharing arrangement had been in effect for the entire period and after making certain other pro forma adjustments.

	For the Six Months Ended June 30,

	2009		2010
Revenue	$	572,376	$	722,167
Net Income (controlling interest)		35,020		56,684
Earnings per share—basic		0.79		1.22
Earnings per share—diluted		0.77		1.16

Pantheon and Aston's contribution to the Company's revenue and earnings in the quarter ended June 30, 2010 was not material.

18. Recent Accounting Developments

During the first quarter of 2010, the Company adopted a new standard that requires an enterprise to perform a qualitative analysis to determine whether its variable interests give it a controlling financial interest in a variable interest entity ("VIE"). Under the standard, an enterprise has a controlling financial interest when it has (a) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. An enterprise that holds a controlling financial interest is deemed to be the primary beneficiary and is required to consolidate the VIE. This new standard has been deferred for certain entities that utilize the specialized accounting guidance for investment companies or that have the attributes of investment companies. The adoption of the portions of this new standard that were not deferred did not have a material impact on the Company's Consolidated Financial Statements.

During the first quarter of 2010, the Company adopted a new standard that eliminated the concept of a qualifying special-purpose entity ("QSPE"), changed the requirements for derecognizing financial assets, and required additional disclosures to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including an entity's

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

continuing involvement in and exposure to the risks related to transferred financial assets. The standard also clarified the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The adoption of this new standard did not have a material impact on the Company's Consolidated Financial Statements.

19. Affiliate Equity

Many of the Company's operating agreements provide Affiliate managers a conditional right to require the Company to purchase their retained equity interests at certain intervals. Certain agreements also provide the Company a conditional right to require Affiliate managers to sell their retained equity interests to the Company upon their death, permanent incapacity or termination of employment and provide Affiliate managers a conditional right to require the Company to purchase such retained equity interests upon the occurrence of specified events. The purchase price of these conditional purchases are generally calculated based upon a multiple of the Affiliate's cash flow distributions, which is intended to represent fair value. Affiliate management partners 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 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's cumulative redemption obligation for these interests has been presented as "Redeemable non-controlling interests" on the Company's Consolidated Balance Sheets. Changes in the value of the Company's cumulative redemption obligation are recorded to Additional paid-in capital. The following table presents the changes in Redeemable non-controlling interests during the period:


Balance as of January 1, 2010	$	368,999
Issuance of Redeemable non-controlling interest		8,352
Repurchase of Redeemable non-controlling interest		(20,512	)
Changes in redemption value		(12,819	)

Balance as of June 30, 2010	$	344,020

Although the timing and amounts of these purchases are difficult to predict, the Company expects to repurchase approximately $100,000 of Affiliate equity during the next twelve months, and, in such event, will own the cash flow associated with any equity repurchased.

During the three and six months ended June 30, 2009 and 2010, the Company acquired interests from and transferred interests to Affiliate management partners. The following schedule discloses the effect of changes in the Company's ownership interest in its Affiliates on the controlling interest's equity:

			For the Three Months Ended June 30,						For the Six Months Ended June 30,

			2009			2010			2009			2010
Net Income (controlling interest)			$	10,979		$	25,204		$	17,104		$	42,667
		Decrease in controlling interest paid-in capital from purchases and sales of Affiliate equity		(5,789	)		(3,710	)		(5,111	)		(23,420	)

	Change from Net Income (controlling interest) and net transfers with non-controlling interests		$	5,190		$	21,494		$	11,993		$	19,247

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. Comprehensive Income

A summary of comprehensive income, net of applicable taxes, is as follows:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,

	2009			2010			2009			2010
Net income	$	56,249		$	58,218		$	79,489		$	110,978
Foreign currency translation adjustment		24,672			(16,899	)		14,955			(4,818	)
Change in net unrealized gain (loss) on investment securities		4			(7,290	)		(151	)		6,021

Comprehensive income		80,925			34,029			94,293			112,181
Comprehensive income (non-controlling interests)		(45,270	)		(33,014	)		(62,385	)		(68,311	)

Comprehensive income (controlling interest)	$	35,655		$	1,015		$	31,908		$	43,870

The components of accumulated other comprehensive income, net of applicable taxes, are as follows:

	December 31, 2009		June 30, 2010

Foreign currency translation adjustments	$	43,055	$	38,237
Unrealized gain on investment securities		2,903		8,924

Accumulated other comprehensive income	$	45,958	$	47,161

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

Forward-Looking Statements

When used in this Quarterly Report on Form 10-Q, in our other filings with the United States Securities and Exchange Commission, in our press releases and in oral statements made with the approval of an executive officer, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "may," "intends," "believes," "estimate," "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including, among others, the following:

•: our performance is directly affected by changing conditions in global financial markets generally and in the equity markets particularly, and a decline or a lack of sustained growth in these markets may result in decreased advisory fees or performance fees and a corresponding decline (or lack of growth) in our operating results and in the cash flow distributable to us from our Affiliates;
•: we cannot be certain that we will be successful in finding or investing in additional investment management firms on favorable terms, that we will be able to consummate announced investments in new investment management firms, or that existing and new Affiliates will have favorable operating results;
•: we may need to raise capital by making long-term or short-term borrowings or by selling shares of our common stock or other securities in order to finance investments in additional investment management firms or additional investments in our existing Affiliates, and we cannot be sure that such capital will be available to us on acceptable terms, if at all; and
•: those certain other factors discussed under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2009, and in any other filings we make with the Securities and Exchange Commission from time to time.

These factors (among others) could affect our financial performance and cause actual results to differ materially from historical earnings and those presently anticipated and projected. We will not undertake and we specifically disclaim any obligation to release publicly the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of events, whether or not anticipated. In that respect, we wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

Overview

We are a global asset management company with equity investments in a diverse group of boutique investment management firms (our "Affiliates"). We pursue a growth strategy designed to generate shareholder value through the internal growth of our existing business, additional investments in investment management firms and strategic transactions and relationships structured to enhance our Affiliates' businesses and growth prospects.

As of June 30, 2010, we manage approximately $249 billion in assets through our Affiliates in more than 350 investment products across a broad range of asset classes and investment styles in three principal distribution channels: Mutual Fund, Institutional and High Net Worth. We believe that our diversification across asset classes, investment styles and distribution channels helps to mitigate our exposure to the risks created by changing market environments. The following summarizes our operations in our three principal distribution channels.

•: In the Mutual Fund distribution channel, our Affiliates provide advisory or sub-advisory services to more than 200 mutual funds. These funds are distributed to retail and institutional clients

directly and through intermediaries, including independent investment advisors, retirement plan sponsors, broker/dealers, major fund marketplaces and bank trust departments.

•: In the Institutional distribution channel, our Affiliates offer more than 200 investment products across over 50 different investment styles, including small, small/mid, mid and large capitalization value, growth equity and emerging markets. In addition, our Affiliates offer quantitative, alternative, credit arbitrage and fixed income products. Through this distribution channel, our Affiliates manage assets for foundations and endowments, defined benefit and defined contribution plans for corporations and municipalities, and Taft-Hartley plans, with disciplined and focused investment styles that address the specialized needs of institutional clients.
•: The High Net Worth distribution channel is comprised broadly of two principal client groups. The first group consists principally of direct relationships with high net worth individuals and families and charitable foundations. For these clients, our Affiliates provide investment management or customized investment counseling and fiduciary services. The second group consists of individual managed account client relationships established through intermediaries, generally brokerage firms or other sponsors. Our Affiliates provide investment management services through approximately 100 managed account and wrap programs.

New Investments

On June 30, 2010, we completed our investment in Pantheon Ventures Inc., Pantheon Holdings Limited and Pantheon Capital (Asia) Limited (collectively, "Pantheon"). Pantheon manages regional funds-of-funds in Europe, the United States and Asia, as well as global secondary funds-of-funds, global infrastructure fund-of-funds and customized separate account programs.

On April 15, 2010, we completed our investment in Aston Asset Management LLC ("Aston") through the acquisition of Highbury Financial Inc., Aston's parent company. Based in Chicago, Aston offers sub-advised investment products to the mutual fund and managed accounts markets. Aston is the principal advisor to the Aston Funds, a fund family of 24 sub-advised, no-load mutual funds.

On March 15, 2010, we completed our investment in Artemis Investment Management Ltd ("Artemis") in combination with the management team of Artemis. Artemis specializes in active investment management for retail and institutional investors in the UK, as well as Europe and the Middle East, across a range of mutual funds and segregated institutional accounts.

Our Structure and Relationship with Affiliates

We operate our business through our Affiliates in our three principal distribution channels, maintaining each Affiliate's distinct entrepreneurial culture and independence through our investment structure. In making investments in boutique investment management firms, we seek to partner with the highest quality firms in the industry, with outstanding management teams, strong long-term performance records and a demonstrated commitment to continued growth and success. Fundamental to our investment approach is the belief that Affiliate management equity ownership (along with AMG's ownership) aligns our interests and provides Affiliate managers with a powerful incentive to continue to grow their business. Our investment structure provides a degree of liquidity and diversification to principal owners of boutique investment management firms, while at the same time expanding equity ownership opportunities among the firm's management and allowing management to continue to participate in the firm's future growth. Our partnership approach also ensures that Affiliates maintain operational autonomy in managing their business, thereby preserving their firm's entrepreneurial culture and independence.

Although the specific structure of each investment is highly tailored to meet the needs of a particular Affiliate, in all cases, AMG establishes a meaningful equity interest in the firm, with the remaining equity interests retained by the management of the Affiliate. Each Affiliate is organized as a separate firm, and its operating or shareholder agreement is structured to provide appropriate incentives for Affiliate management owners and to address the Affiliate's particular characteristics while also enabling us to protect our interests, including through arrangements such as long-term employment agreements with key members of the firm's management team.

In most cases, we own a majority of the equity interests of a firm and structure a revenue sharing arrangement, in which a percentage of revenue is allocated for use by management of that Affiliate in paying operating expenses of the Affiliate, including salaries and bonuses. We call this the "Operating Allocation." The portion of the Affiliate's revenue that is allocated to the owners of that Affiliate (including us) is called the "Owners' Allocation." Each Affiliate allocates its Owners' Allocation to its managers and to us generally in proportion to their and our respective ownership interests in that Affiliate. However, should actual operating expenses exceed the Operating Allocation, the excess expenses first reduce the portion of the Owners' Allocation allocated to the Affiliate's managers until that portion is eliminated, before reducing the portion allocated to us. Any such reduction in our portion of the Owners' Allocation is required to be paid back to us out of the portion of future Owners' Allocation allocated to the Affiliate's managers.

One of the purposes of our revenue sharing arrangements is to provide ongoing incentives for Affiliate managers by allowing them to participate in the growth of their firm's revenue, which may increase their compensation from both the Operating Allocation and the Owners' Allocation. These arrangements also provide incentives to control operating expenses, thereby increasing the portion of the Operating Allocation that is available for growth initiatives and compensation.

An Affiliate's Operating Allocation is structured to cover its operating expenses. However, should actual operating expenses exceed the Operating Allocation, our contractual share of cash under the Owners' Allocation generally has priority over the allocations and distributions to the Affiliate's managers. As a result, the excess expenses first reduce the portion of the Owners' Allocation allocated to the Affiliate's managers until that portion is eliminated, before reducing the portion allocated to us. Any such reduction in our portion of the Owners' Allocation is required to be paid back to us out of the portion of future Owners' Allocation allocated to the Affiliate's managers.

Our minority investments are also structured to align our interests with those of the Affiliate's management through shared equity ownership, as well as to preserve the Affiliate's entrepreneurial culture and independence by maintaining the Affiliate's operational autonomy. In cases where we hold a minority investment, the revenue sharing arrangement generally allocates a percentage of the Affiliate's revenue to us. The remaining revenue is used to pay operating expenses and profit distributions to the other owners.

Certain of our Affiliates operate under profit-based arrangements through which we own a majority of the equity in the firm and receive a share of profits as cash flow, rather than a percentage of revenue through a typical revenue sharing agreement. As a result, we participate fully in any increase or decrease in the revenue or expenses of such firms. In these cases, we participate in a budgeting process and generally provide incentives to management through compensation arrangements based on the performance of the Affiliate.

We are focused on establishing and maintaining long-term partnerships with our Affiliates. Our shared equity ownership gives both AMG and our Affiliate partners meaningful incentives to manage their businesses for strong future growth. From time to time, we may consider changes to the structure of our relationship with an Affiliate in order to better support the firm's growth strategy.

Through our affiliated investment management firms, we derive most of our revenue from the provision of investment management services. Investment management fees ("asset-based fees") are usually determined as a percentage fee charged on periodic values of a client's assets under management; most asset-based advisory fees are billed by our Affiliates quarterly. Certain clients are billed for all or a portion of their accounts based upon assets under management valued at the beginning of a billing period ("in advance"). Other clients are billed for all or a portion of their accounts based upon assets under management valued at the end of the billing period ("in arrears"). Most client accounts in the High Net Worth distribution channel are billed in advance, and most client accounts in the Institutional distribution channel are billed in arrears. Clients in the Mutual Fund distribution channel are billed based upon average daily assets under management. Advisory fees billed in advance will not reflect subsequent changes in the market value of assets under management for that period but may reflect changes due to client withdrawals. Conversely, advisory fees billed in arrears will reflect changes in the market value of assets under management for that period.

In addition, over 50 Affiliate alternative investment and equity products, representing approximately $32 billion of assets under management (as of June 30, 2010), also bill on the basis of absolute or relative investment performance ("performance fees"). These products, which are primarily in the Institutional distribution channel, are often structured to have returns that are not directly correlated to changes in broader equity indices and, if earned, the performance fee component is typically billed less frequently than an asset-based fee. Although performance fees inherently depend on investment results and will vary from period to period, we anticipate performance fees to be a recurring component of our revenue. We also anticipate that, within any calendar year, the majority of any performance fees will typically be realized in the fourth quarter.

For certain of our Affiliates, generally where we own a non-controlling interest, we are required to use the equity method of accounting. Consistent with this method, we have not consolidated the operating results of these firms (including their revenue) in our Consolidated Statements of Income. Our share of these firms' profits (net of intangible amortization) is reported in "Income from equity method investments," and is therefore reflected in our Net Income (controlling interest) and EBITDA. As a consequence, increases or decreases in these firms' assets under management (which totaled $55.4 billion as of June 30, 2010) will not affect reported revenue in the same manner as changes in assets under management at our other Affiliates.

Our Net Income attributable to controlling interest reflects the revenue of our consolidated Affiliates and our share of income from Affiliates which we account for under the equity method, reduced by:

•: our expenses, including the operating expenses of our consolidated Affiliates; and
•: the profits allocated to managers of our consolidated Affiliates (i.e., income attributable to non-controlling interests).

As discussed above, for consolidated Affiliates with revenue sharing arrangements, the operating expenses of the Affiliate as well as its managers' non-controlling interest generally increase (or decrease) as the Affiliate's revenue increases (or decreases) because of the direct relationship established in many of our agreements between the Affiliate's revenue and its Operating Allocation and Owners' Allocation. At our consolidated profit-based Affiliates, expenses may or may not correspond to increases or decreases in the Affiliates' revenues.

Our level of profitability will depend on a variety of factors, including:

•: those affecting the global financial markets generally and the equity markets particularly, which could potentially result in considerable increases or decreases in the assets under management at our Affiliates;

•: the level of Affiliate revenue, which is dependent on the ability of our existing and future Affiliates to maintain or increase assets under management by maintaining their existing investment advisory relationships and fee structures, marketing their services successfully to new clients and obtaining favorable investment results;
•: our receipt of Owners' Allocation from Affiliates with revenue sharing arrangements, which depends on the ability of our existing and future Affiliates to maintain certain levels of operating profit margins;
•: the increases or decreases in the revenue and expenses of Affiliates that operate on a profit-based model;
•: the availability and cost of the capital with which we finance our existing and new investments;
•: our success in making new investments and the terms upon which such transactions are completed;
•: the level of intangible assets and the associated amortization expense resulting from our investments;
•: the level of our expenses, including compensation for our employees; and
•: the level of taxation to which we are subject.

Diversification of Assets under Management

The following table provides information regarding the composition of our assets under management:

		December 31, 2009					June 30, 2010

		Assets under Management		Percentage of Total			Assets under Management		Percentage of Total
(in billions)
Asset Class:
Equity⁽¹⁾		$	153.2		74	%	$	159.3		64	%
Alternative⁽²⁾			31.3		15	%		59.7		24	%
Fixed Income			23.5		11	%		30.0		12	%

	Total	$	208.0		100	%	$	249.0		100	%

Geography:⁽³⁾
Domestic		$	89.7		43	%	$	97.8		39	%
Global/International			93.2		45	%		126.5		51	%
Emerging Markets			25.1		12	%		24.7		10	%

	Total	$	208.0		100	%	$	249.0		100	%

(1): The Equity asset class includes equity, balanced and asset allocation products.
(2): The Alternative asset class includes multi-strategy, market neutral equity and hedge products.
(3): The Geography of a particular investment product describes the general location of its investment holdings.

Our investments in Pantheon and Artemis (in the second and first quarters of 2010, respectively) further diversified our business by increasing our exposure to alternative product offerings that we anticipate will be uncorrelated to equity markets (in the case of Pantheon) and global/international product offerings (in the case of Pantheon and Artemis). Our investment in Pantheon also provides a

stable revenue stream because Pantheon charges management fees on the capital committed to its funds, not the value of the funds. Our investment in Aston which closed in the second quarter of 2010 increased our domestic equity product offerings.

In addition, positive investment returns during the six months ended June 30, 2010 in our alternative and fixed income asset classes increased assets under management in those strategies. Through positive investment returns, several of our Affiliates produced performance fees in this period ($33.6 million included in our consolidated revenue).

Results of Operations

The following table presents our Affiliates' reported assets under management by operating segment (which are also referred to as distribution channels in this Quarterly Report on Form 10-Q).

Assets under Management

Statement of Changes—Quarter to Date (in billions)			Mutual Fund			Institutional			High Net Worth			Total

Assets under management, March 31, 2010			$	60.5		$	140.6		$	31.0		$	232.1
	New Investments⁽¹⁾			9.9			23.9			0.4			34.2

Adjusted Assets under management, March 31, 2010				70.4			164.5			31.4			266.3

	Client cash inflows			4.6			5.3			1.9			11.8
	Client cash outflows			(4.4	)		(5.2	)		(1.9	)		(11.5	)

		Net client cash flows		0.2			0.1			—			0.3

	Investment performance			(6.2	)		(9.4	)		(1.9	)		(17.5	)
	Other⁽²⁾			(0.1	)		—			—			(0.1	)

Assets under management, June 30, 2010			$	64.3		$	155.2		$	29.5		$	249.0

Statement of Changes—Year to Date (in billions)			Mutual Fund			Institutional			High Net Worth			Total

Assets under management, December 31, 2009			$	44.5		$	133.9		$	29.6		$	208.0
	New Investments⁽¹⁾			22.9			26.1			0.4			49.4

Adjusted Assets under management, December 31, 2009				67.4			160.0			30.0			257.4

	Client cash inflows			8.9			12.3			3.6			24.8
	Client cash outflows			(7.9	)		(14.2	)		(3.4	)		(25.5	)

		Net client cash flows		1.0			(1.9	)		0.2			(0.7	)

	Investment performance			(4.0	)		(2.8	)		(0.7	)		(7.5	)
	Other⁽²⁾			(0.1	)		(0.1	)		—			(0.2	)

Assets under management, June 30, 2010			$	64.3		$	155.2		$	29.5		$	249.0

(1): We completed our investment in Artemis during the first quarter of 2010; and we completed our investments in Pantheon and Aston during the second quarter of 2010. Our presentation of assets under management activity is pro forma assuming these investments closed at the beginning of each period presented.
(2): Represents certain Affiliate products that we elected to close; these transactions are not material to our ongoing financial results.

As shown in the assets under management table above, client cash inflows totaled $24.8 billion while client cash outflows totaled $25.5 billion for the six months ended June 30, 2010. The net flows for the six months ended June 30, 2010 occurred across a broad range of product offerings in each of our distribution channels, with no individual cash inflow or outflow having a material impact on our revenue or expenses.

The operating segment analysis presented in the following table is based on average assets under management. For the Mutual Fund distribution channel, average assets under management represent an average of the daily net assets under management. For the Institutional and High Net Worth distribution channels, average assets under management takes into consideration the billing patterns of

particular client accounts. For example, assets under management for an account that bills in advance is included in the table using beginning of period assets under management while an account that bills in arrears uses end of period assets under management. We believe that this analysis more closely correlates to the billing cycle of each distribution channel and, as such, provides a more meaningful relationship to revenue.

		For the Three Months Ended June 30,							For the Six Months Ended June 30,

(dollars in millions, except as noted)		2009		2010		% Change			2009		2010		% Change
Average assets under management (in billions)⁽¹⁾
Mutual Fund		$	33.8	$	63.8		89	%	$	33.1	$	55.5		68	%
Institutional			105.1		134.4		28	%		106.6		136.3		28	%
High Net Worth			25.3		29.7		17	%		25.5		30.0		18	%

	Total	$	164.2	$	227.9		39	%	$	165.2	$	221.8		34	%

Revenue
Mutual Fund		$	72.3	$	148.0		105	%	$	140.7	$	245.9		75	%
Institutional			101.5		152.3		50	%		183.7		274.1		49	%
High Net Worth			27.4		31.8		16	%		55.3		63.1		14	%

	Total	$	201.2	$	332.1		65	%	$	379.7	$	583.1		54	%

Net Income
Mutual Fund		$	6.0	$	10.3		72	%	$	10.6	$	17.8		68	%
Institutional			4.2		12.3		193	%		5.5		20.0		264	%
High Net Worth			0.8		2.6		225	%		1.0		4.9		390	%

	Total	$	11.0	$	25.2		129	%	$	17.1	$	42.7		150	%

EBITDA⁽²⁾
Mutual Fund		$	14.4	$	27.0		88	%	$	29.3	$	47.9		63	%
Institutional			31.7		45.8		44	%		59.1		83.9		42	%
High Net Worth			7.1		8.9		25	%		14.0		18.2		30	%

	Total	$	53.2	$	81.7		54	%	$	102.4	$	150.0		46	%

(1): As described above, our average assets under management considers balances used to bill revenue during the reporting period. These amounts also include assets managed by firms whose financial results are not consolidated ($42.9 billion and $55.1 billion for the three months ended June 30, 2009 and 2010, respectively, and $43.3 billion and $56.3 billion for the six months ended June 30, 2009 and 2010, respectively). Assets under management attributable to any investments in new Affiliates are included on a weighted average basis for the period from the closing date of the respective investment.
(2): EBITDA represents earnings before interest expense, income taxes, depreciation and amortization. Our use of EBITDA, including reconciliation to cash flow from operations, is described in greater detail in "Liquidity and Capital Resources—Supplemental Liquidity Measure." For purposes of our distribution channel operating results, expenses not incurred directly by Affiliates have been allocated based on the proportion of aggregate cash flow distributions reported by each Affiliate in the particular distribution channel.

Revenue

Our revenue is generally determined by the level of our assets under management, the portion of our assets across our products and three operating segments, which realize different fee rates, and the

recognition of any performance fees. As described in the "Overview" section above, performance fees are generally measured on absolute or relative investment performance against a benchmark. As a result, the level of performance fees earned can vary significantly from period to period and these fees may not necessarily be correlated to changes in total assets under management.

Our total revenue increased $130.9 million (or 65%) in the three months ended June 30, 2010, as compared to the three months ended June 30, 2009, primarily from a 39% increase in average assets under management. This increase in average assets under management resulted principally from our new Affiliate investments and investment performance. Unrelated to the change in assets under management, performance fees increased $21.2 million (or 221%) in the three months ended June 30, 2010, as compared to the three months ended June 30, 2009.

Our total revenue increased $203.4 million (or 54%) in the six months ended June 30, 2010, as compared to the six months ended June 30, 2009, primarily from a 34% increase in average assets under management. This increase in average assets under management resulted principally from our new Affiliate investments and investment performance. Unrelated to the change in assets under management, performance fees increased $22.0 million (or 191%) in the six months ended June 30, 2010, as compared to the six months ended June 30, 2009.

The following discusses the changes in our revenue by operating segments.

Mutual Fund Distribution Channel

Our revenue in the Mutual Fund distribution channel increased $75.7 million (or 105%) in the three months ended June 30, 2010 as compared to the three months ended June 30, 2009, while average assets under management increased 89%, and revenue increased $105.2 million (or 75%) in the six months ended June 30, 2010 as compared to the six months ended June 30, 2009, while average assets under management increased 68%. These increases in average assets under management resulted principally from investment performance and our 2009 and 2010 investments in new Affiliates.

Institutional Distribution Channel

Our revenue in the Institutional distribution channel increased $50.8 million (or 50%) in the three months ended June 30, 2010 as compared to the three months ended June 30, 2009, while average assets under management increased 28%, and revenue increased $90.4 million (or 49%) in the six months ended June 30, 2010 as compared to the six months ended June 30, 2009, while average assets under management increased 28%. These increases in average assets under management resulted principally from investment performance, partially offset by negative net client cash flows. Unrelated to the change in assets under management, performance fees increased $21.7 million (or 235%) in the three months ended June 30, 2010, as compared to the three months ended June 30, 2009, and increased $22.8 (or 210%) in the six months ended June 30, 2010. The increase in revenue was proportionately greater than the increase in average assets under management as a result of an increase in assets under management at Affiliates that realize comparatively higher fee rates.

High Net Worth Distribution Channel

Our revenue in the High Net Worth distribution channel increased $4.4 million (or 16%) in the three months ended June 30, 2010 as compared to the three months ended June 30, 2009, while average assets under management increased 17%, and revenue increased $7.8 million (or 14%) in the six months ended June 30, 2010 as compared to the six months ended June 30, 2009, while average assets under management increased 18%. These increases in average assets under management resulted principally from investment performance.

Operating Expenses

The following table summarizes our consolidated operating expenses:

	For the Three Months Ended June 30,							For the Six Months Ended June 30,

(dollars in millions)	2009		2010		% Change			2009		2010		% Change
Compensation and related expenses	$	103.4	$	142.7		38	%	$	187.5	$	261.9		40	%
Selling, general and administrative		31.0		72.1		133	%		62.4		117.4		88	%
Amortization of intangible assets		8.1		9.6		19	%		16.1		18.5		15	%
Depreciation and other amortization		3.2		3.4		6	%		6.5		6.4		(2	)%
Other operating expenses		4.7		8.4		79	%		10.5		14.5		38	%

Total operating expenses	$	150.4	$	236.2		57	%	$	283.0	$	418.7		48	%

The substantial portion of our operating expenses is incurred by our Affiliates, the majority of which is incurred by Affiliates with revenue sharing arrangements. For Affiliates with revenue sharing arrangements, an Affiliate's Operating Allocation percentage generally determines its operating expenses. Accordingly, our compensation expense is impacted by increases or decreases in each Affiliate's revenue and the corresponding increases or decreases in each Affiliate's respective Operating Allocation. During the three and six months ended June 30, 2010, approximately $69.6 million and $125.6 million (or 49% and 48%), respectively, of our consolidated compensation expense was attributable to our Affiliate management partners. The percentage of revenue allocated to operating expenses varies from one Affiliate to another and may also vary within an Affiliate depending on the source or amount of revenue. As a result, changes in our aggregate revenue may not impact our consolidated operating expenses to the same degree.

Compensation and related expenses increased 38% and 40% in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively, primarily as a result of the relationship between revenue and operating expenses at extant Affiliates, which experienced increases in revenue, and accordingly, reported higher compensation expenses. These increases were also attributable to increases in aggregate Affiliate expenses of $16.1 million and $21.2 million in the three and six months ended June 30, 2010 from new Affiliate investments, as compared to the three and six months ended June 30, 2009, respectively, as well as increases in holding company incentive and stock-based compensation of $8.6 million and $13.5 million in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively. These increases were partially offset by decreases in aggregate Affiliate expenses from the transfer of our interests in certain Affiliates of $2.1 million and $2.6 million in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively.

Selling, general and administrative expenses increased 133% and 88% in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively. These increases resulted principally from increases in aggregate Affiliate expenses of $32.4 million and $41.0 million from new Affiliate investments in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively. These increases also resulted from increases in professional fees principally related to recent investment closings of $5.5 million and $9.9 million in the three and six months ended June 30, 2010 as compared to the three and six months ended June 30, 2009, respectively.

Amortization of intangible assets increased 19% and 15% in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively. These increases were principally attributable to increases in definite-lived intangible assets resulting from new Affiliate investments.

Depreciation and other amortization increased 6% in the three months ended June 30, 2010, as compared to the three months ended June 30, 2009, principally attributable to a $0.3 million increase in aggregate Affiliate expenses from new Affiliate investments, partially offset by a decrease in spending on depreciable assets in recent periods. Depreciation and other amortization decreased 2% in the six months ended June 30, 2010, as compared to the six months ended June 30, 2009, principally attributable to a decrease in spending on depreciable assets in recent periods, partially offset by an increase of $0.4 million in aggregate Affiliate expenses from new Affiliate investments.

Other operating expenses increased 79% and 38% in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively, principally attributable to a loss realized on the transfer of Affiliate interests in the second quarter of 2010, as well as increases in aggregate Affiliate expenses of $1.0 million and $1.2 million from new Affiliate investments in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively.

Other Income Statement Data

The following table summarizes other income statement data:

	For the Three Months Ended June 30,								For the Six Months Ended June 30,

(dollars in millions)	2009		2010			% Change			2009		2010			% Change
Income from equity method investments	$	7.4	$	9.9			34	%	$	13.8	$	19.0			38	%
Investment and other income		7.2		0.7			(90	)%		6.9		3.5			(49	)%
Investment income (loss) from investments in partnerships		14.9		(8.6	)		(158	)%		11.2		(4.5	)		(140	)%
Interest expense		15.8		16.3			3	%		32.4		32.4			0	%
Imputed interest expense		3.4		6.4			88	%		6.7		10.1			51	%
Income tax expense		4.9		16.9			245	%		9.9		28.9			192	%

Income from equity method investments consists of our share of income from Affiliates that are accounted for under the equity method of accounting, net of any related intangible amortization. Income from equity method investments increased 34% and 38% in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively, principally as a result of increases in assets under management at Affiliates that we account for under the equity method of accounting.

Investment and other income decreased 90% and 49% in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively, principally as a result of a decrease in Affiliate investment earnings.

Investment income (loss) from Affiliate investments in partnerships relates to the consolidation of certain investment partnerships in which our Affiliates are the general partner. For the three months ended June 30, 2009 and 2010, the income (loss) from Affiliate investments in partnerships was $14.9 million and $(8.6) million, respectively. For the six months ended June 30, 2009 and 2010, the income (loss) from Affiliate investments in partnerships was $11.2 million and $(4.5) million, respectively. This income (loss) was principally attributable to investors who are unrelated to us.

Interest expense increased slightly in the three months ended June 30, 2010, as compared to the three months ended June 30, 2009, principally as a result of an increase in cost of our senior bank debt, which resulted from an increase in borrowings. Interest expense was flat in the six months ended June 30, 2010, as compared to the six months ended June 30, 2009.

Imputed interest expense consists of interest accretion on our senior convertible securities and our junior convertible trust preferred securities as well as the accretion of our projected contingent payment arrangements. Imputed interest expense increased 88% and 51% in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively, principally as a result of a $2.6 million increase in accretion related to our contingent payment arrangements, as well as increases in the interest accretion on our convertible securities.

Income taxes increased 245% and 192% in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively, primarily as the result of increases in Income before income taxes attributable to controlling interests, and a one-time $3.0 million benefit in 2009 from the reversal of a valuation allowance on Massachusetts net operating losses.

Net Income

The following table summarizes Net Income:

	For the Three Months Ended June 30,								For the Six Months Ended June 30,

(dollars in millions)	2009		2010			% Change			2009		2010			% Change
Net income (non-controlling interests)	$	30.7	$	41.4			35	%	$	51.5	$	72.7			41	%
Net income (loss) (non-controlling interests in partnerships)		14.6		(8.4	)		(158	)%		10.8		(4.4	)		(141	)%
Net Income (controlling interest)		11.0		25.2			129	%		17.1		42.7			150	%

Net income attributable to non-controlling interests increased 35% and 41% in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, principally as a result of the previously discussed changes in revenue partially offset by the previously discussed decreases in investment and other income.

Net income (loss) (non-controlling interest in partnerships) relates to the consolidation of certain investment partnerships in which our Affiliates are the general partner. For the three months ended June 30, 2009 and 2010, the net income (loss) from Affiliate investment partnerships attributable to the non-controlling interests was $14.6 million and $(8.4) million, respectively. For the six months ended June 30, 2009 and 2010, the net income (loss) from Affiliate investment partnerships attributable to the non-controlling interests was $10.8 million and $(4.4) million, respectively.

Net Income (controlling interest) increased 129% and 150% in the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, respectively, as a result of the previously discussed increases in revenue, partially offset by increases in reported operating and income tax expenses.

Supplemental Performance Measures

In reporting our financial and operating results during the second quarter, we renamed our non-GAAP performance measures to Economic Net Income and Economic earnings per share (formerly known as Cash Net Income and Cash earnings per share). We consider Economic Net Income an important measure of our financial performance, as we believe it best represents our operating performance before non-cash expenses relating to our acquisition of interests in our investment management firms. Economic Net Income and Economic earnings per share are used by our management and Board of Directors as our principal performance benchmarks, including as measures for aligning executive compensation with stockholder value. These measures are provided in addition to, but not as a substitute for, Net Income (controlling interest) and Earnings per share. Economic Net Income and Economic earnings per share are not liquidity measures and should not be used in place of any liquidity measure calculated under GAAP. These measures facilitate comparisons to other asset management firms that have not engaged in significant acquisitions or issued convertible debt.

Under our Economic Net Income definition, we add to Net Income (controlling interest) amortization (including equity method amortization), deferred taxes related to intangible assets, Affiliate depreciation and Affiliate equity expense, and exclude the non-cash effect of APB 14-1 (principally imputed interest on convertible securities) and non-cash expenses related to contingent payment arrangements. We add back amortization attributable to acquired client relationships because this expense does not correspond to the changes in value of these assets, which do not diminish predictably over time. The portion of deferred taxes generally attributable to intangible assets (including goodwill) that we no longer amortize but which continues to generate tax deductions is added back, because we believe it is unlikely these accruals will be used to settle material tax obligations. Since our acquired assets do not generally depreciate or require replacement by us, and since they generate deferred tax expenses that are unlikely to reverse, we add back these non-cash expenses to Net Income to measure operating performance. We add back non-cash expenses relating to certain transfers of equity between Affiliate management partners, when these transfers have no dilutive effect to our shareholders. We add back the portion of consolidated depreciation expense incurred by our Affiliates because under our Affiliates' operating agreements we are generally not required to replenish these depreciating assets.

Economic earnings per share represents Economic Net Income divided by the adjusted diluted average shares outstanding, which measures the potential share issuance from our senior convertible securities and junior convertible securities (each further described in Liquidity and Capital Resources) using a "treasury stock" method. Under this method, only the net number of shares of common stock equal to the value of these securities in excess of par, if any, are deemed to be outstanding. We believe the inclusion of net shares under a treasury stock method best reflects the benefit of the increase in available capital resources (which could be used to repurchase shares of common stock) that occurs when these securities are converted and we are relieved of our debt obligation. This method does not take into account any increase or decrease in our cost of capital in an assumed conversion.

In connection with recent investments in Affiliates, in the first quarter of 2010 we modified our Economic Net Income definition to exclude non-cash imputed interest and revaluation adjustments related to contingent payment arrangements from Net Income (controlling interest). The modification of the Economic Net Income definition did not have an impact on the prior periods reported.

The following table provides a reconciliation of Net Income (controlling interest) to Economic Net Income:

		For the Three Months Ended June 30,				For the Six Months Ended June 30,

(in millions, except shares and per share data)		2009		2010		2009		2010
Net Income (controlling interest)		$	11.0	$	25.2	$	17.1	$	42.7
	Intangible amortization⁽¹⁾⁽²⁾		16.0		17.0		32.0		33.7
	Intangible-related deferred taxes		9.5		14.3		19.1		25.0
	Imputed interest and contingent payment adjustments⁽³⁾		2.0		3.2		4.1		5.5
	Affiliate equity expense		1.9		1.8		3.9		3.5
	Affiliate depreciation		2.0		2.3		3.9		4.2

Economic Net Income		$	42.4	$	63.8	$	80.1	$	114.6

		For the Three Months Ended June 30,						For the Six Months Ended June 30,

		2009			2010			2009			2010
Average shares outstanding—diluted			43,159,140			47,635,230			42,082,991			46,539,949
	Assumed issuance of senior convertible securities shares		(873,803	)		(661,054	)		(873,803	)		(767,341	)
	Assumed issuance of junior convertible securities shares		—			—			—			—
	Dilutive impact of senior convertible securities shares		1,163			185,589			581			197,651
	Dilutive impact of junior convertible securities shares		—			—			—			—

Average shares outstanding—adjusted diluted			42,286,500			47,159,765			41,209,769			45,970,259

Economic earnings per share		$	1.00		$	1.35		$	1.94		$	2.49

(1): We are required to use the equity method of accounting for certain of our investments and, as such, do not separately report these Affiliates' revenues or expenses (including intangible amortization) in our income statement. Our share of these investments' amortization, $8.1 million and $16.1 million for the three and six months ended June 30, 2010, respectively, is reported in "Income from equity method investments."
(2): Our reported intangible amortization, $9.6 million and $18.5 million for the three and six months ended June 30, 2010, respectively, includes $0.7 million and $1.0 million, respectively, of amortization attributable to our non-controlling interests, amounts not added back to Net Income (controlling interest) to measure our Economic Net Income.
(3): Our reported imputed interest expense, $6.4 million and $10.1 million for the three and six months ended June 30, 2010, respectively, includes $1.3 million of imputed interest attributable to our non-controlling interests, amounts not added back to Net Income (controlling interest) to measure our Economic Net Income.

Economic Net Income increased 50% and 43% in the three and six months ended June 30, 2010 as compared to the three and six months ended June 30, 2009, primarily as a result of the previously-described factors that caused an increase in Net Income as well as increases in amortization and intangible-related deferred tax expenses.

Liquidity and Capital Resources

The following table summarizes certain key financial data relating to our liquidity and capital resources:

(in millions)	December 31, 2009		June 30, 2010

Balance Sheet Data
Cash and cash equivalents	$	259.5	$	220.5
Senior bank debt		—		659.5
2008 senior convertible notes		409.6		415.9
Zero coupon convertible notes		47.4		—
Junior convertible trust preferred securities		507.4		508.6

	For the Three Months Ended June 30,						For the Six Months Ended June 30,

	2009			2010			2009			2010
Cash Flow Data
Operating cash flow	$	72.2		$	115.1		$	87.9		$	183.1
Investing cash flow		(5.0	)		(682.9	)		(8.7	)		(814.8	)
Financing cash flow		(31.6	)		586.3			(202.4	)		593.8
EBITDA⁽¹⁾		53.2			81.7			102.4			150.0

(1): The definition of EBITDA is presented in Note 2 on page 34 and below under Supplemental Liquidity Measure.

We view our ratio of debt to EBITDA (our "internal leverage ratio") as an important gauge of our ability to service debt, make new investments and access additional capital. Consistent with industry practice, we do not consider junior trust preferred securities as debt for the purpose of determining our internal leverage ratio. We also view our leverage on a "net debt" basis by deducting from our debt balance holding company cash (including prospective proceeds from the settlement of our forward equity sale agreements). At June 30, 2010, our internal leverage ratio was 2.2:1.

Under the terms of our credit facility we are required to meet two financial ratio covenants. The first of these covenants is a maximum ratio of debt to EBITDA (the "bank leverage ratio") of 3.5. The calculation of our bank leverage ratio is generally consistent with our internal leverage ratio approach. The second covenant is a minimum EBITDA to cash interest expense ratio of 3.0 (our "bank interest coverage ratio"). For the purposes of calculating these ratios, share-based compensation expense is added back to EBITDA. As of June 30, 2010, our actual bank leverage and bank interest coverage ratios were 2.7 and 5.7, respectively, and we were in full compliance with all terms of our credit facility. Following the July 2 settlement of the outstanding forward equity sales and the use of these funds to pay down senior bank debt, our pro forma bank leverage ratio was 2.3. Following this repayment, we have $305.2 million of remaining capacity under our $770 million credit facility, of which we could borrow a total of $305.2 million without violating credit facility covenants.

We are rated BBB- by Standard & Poor's. A downgrade of our credit rating, either as a result of industry or company-specific considerations, would not have a material financial effect on any of our agreements or securities (or otherwise trigger a default).

Supplemental Liquidity Measure

As supplemental information in this Quarterly Report on Form 10-Q, we have provided information regarding our EBITDA, a non-GAAP liquidity measure. This measure is provided in addition to, but not as a substitute for, cash flow from operations. EBITDA represents earnings before

interest expense, income taxes, depreciation and amortization. EBITDA, as calculated by us, may not be consistent with computations of EBITDA by other companies. As a measure of liquidity, we believe that EBITDA is useful as an indicator of our ability to service debt, make new investments and meet working capital requirements. We further believe that many investors use this information when analyzing the financial position of companies in the investment management industry.

The following table provides a reconciliation of cash flow from operations to EBITDA:

			For the Three Months Ended June 30,						For the Six Months Ended June 30,

(in millions)			2009			2010			2009			2010
Cash flow from operations			$	72.2		$	115.1		$	87.9		$	183.1
	Interest expense, net of non-cash items⁽¹⁾			13.9			14.4			28.7			28.6
	Current tax provision			(1.1	)		5.3			(9.2	)		7.9
	Income from equity method investments, net of distributions⁽²⁾			5.4			4.4			0.8			(1.6	)
	Changes in assets and liabilities
		and other adjustments⁽³⁾		(37.2	)		(57.5	)		(5.8	)		(68.0	)

EBITDA			$	53.2		$	81.7		$	102.4		$	150.0

(1): Non-cash items represent amortization of issuance costs and imputed interest ($5.2 million and $8.2 million for the three months ended June 30, 2009 and 2010, respectively, and $10.4 million and $13.8 million for the six months ended June 30, 2009 and 2010, respectively).
(2): Distributions from equity method investments were $9.9 million and $13.6 million for the three months ended June 30, 2009 and 2010, respectively, and $28.8 million and $36.8 million for the six months ended June 30, 2009 and 2010, respectively.
(3): Other adjustments include stock option expenses, tax benefits from stock options, net income attributable to non-controlling interests and other adjustments to reconcile Net Income (controlling interest) to net cash flow from operating activities.

In the six months ended June 30, 2010, we met our operating cash requirements primarily through cash generated by operating activities. Our principal uses of cash in the three and six months ended June 30, 2010 were to make distributions to Affiliate managers and repay our senior bank debt. We expect that our principal uses of cash for the foreseeable future will be for investments in new and existing Affiliates, distributions to Affiliate managers, payment of interest on outstanding debt, the repurchase of debt securities, and the repurchase of shares of our common stock and for working capital purposes.

The following table summarizes the principal amount due at maturity of our debt obligations and convertible securities as of June 30, 2010:

(in millions)	Amount

Senior Bank Debt	$	465.0	⁽¹⁾	2012	⁽²⁾
2008 Senior Convertibles Notes		460.0		2038	⁽³⁾
Junior Convertible Trust Preferred Securities		730.8		2036/2037	⁽⁴⁾

(1): Pro forma for the July 2, 2010 settlement of our forward equity sales.
(2): Settled in cash.

(3): Settled in cash if holders exercise their August 2013, 2018, 2023, 2028 or 2033 put rights, and in cash or common stock (or a combination thereof) at our election if the holders exercise their conversion rights.
(4): Settled in cash or common stock (or a combination thereof) at our election if the holders exercise their conversion rights.

Senior Bank Debt

We have a $770 million revolving credit facility (the "Revolver") under which we pay interest at specified rates (based either on the LIBOR rate or the prime rate as in effect from time to time) that vary depending on our credit rating. Subject to the agreement of lenders to provide additional commitments, we have the option to increase the Revolver by up to $175 million. The Revolver contains financial covenants with respect to leverage and interest coverage and customary affirmative and negative covenants, including limitations on indebtedness, liens, cash dividends and fundamental corporate changes. Borrowings under the Revolver are collateralized by pledges of the substantial majority of our capital stock or other equity interests owned by us. As of June 30, 2010, we had $660 million outstanding under the Revolver; and, on July 2, 2010 used the net proceeds from the settlement of sales under our forward equity program to pay down the balance outstanding under the Revolver to approximately $465 million.

Senior Convertible Securities

We have one senior convertible security outstanding at June 30, 2010. The principal terms of these notes are summarized below.



Issue Date	August 2008
Maturity Date	August 2038
Par Value	$460.0
Carrying Value	415.9	⁽¹⁾
Note Denomination	1,000
Current Conversion Rate	7.959
Current Conversion Price	125.65
Stated Coupon	3.95	%
Tax Deduction Rate	9.38%	⁽²⁾

(1): The carrying value is accreted to the principal amount at maturity using an interest rate of 7.4%.
(2): The 2008 convertible notes are considered contingent payment debt instruments under tax regulations that require us to deduct interest in an amount greater than our cash coupon rate.

The 2008 convertible notes are convertible into a defined number of shares of our common stock upon the occurrence of certain events. Upon conversion, we may elect to pay or deliver cash, shares of common stock, or some combination thereof. The holders of the 2008 convertible notes may put these securities to us in August of 2013, 2018, 2023, 2028 and 2033. We may call the notes for cash at any time on or after August 15, 2013.

In the second quarter of 2010, we called our Zero Coupon Senior Convertible Notes due May 7, 2021 ("zero coupon senior convertible notes") for redemption at their principal amount plus any original issue discount accrued thereon. In lieu of redemption, all of the holders elected to convert their zero coupon senior convertible notes into shares of our common stock. We issued 873,626 shares of common stock to settle these conversions. All of our zero coupon senior convertible notes have been cancelled and retired as of June 14, 2010.

Junior Convertible Trust Preferred Securities

We have two junior convertible trust preferred securities outstanding at June 30, 2010, one issued in 2006 (the "2006 junior convertible trust preferred securities") and a second issued in 2007 (the "2007 junior convertible trust preferred securities".) The principal terms of these securities are summarized below.



Issue Date	April 2006		October 2007
Maturity Date	April 2036		October 2037
Par Value	$300.0		$430.8
Carrying Value	213.0	⁽¹⁾	295.6	⁽²⁾
Note Denomination	50		50
Current Conversion Rate	0.333		0.250
Current Conversion Price	150.00		200.00
Stated Coupon	5.10	%	5.15	%
Tax Deduction Rate	7.50%	⁽³⁾	8.00%	⁽³⁾

(1): The carrying value is accreted to the principal amount at maturity using an interest rate of 7.5% (over its expected life of 30 years).
(2): The carrying value is accreted to the principal amount at maturity using an interest rate of 8.0% (over its expected life of 30 years).
(3): The 2006 and 2007 junior convertible trust preferred securities are considered contingent payment debt instruments under the federal income tax regulations. We are required to deduct interest in an amount greater than our cash coupon rate.

Both the 2006 and 2007 junior convertible trust preferred securities are convertible, at any time, into a defined number of shares. Upon conversion, holders will receive cash or shares of our common stock, or a combination thereof. We can call the 2006 junior convertible trust preferred securities on or after April 2011 if the closing price of our common stock exceeds $195 per share for a specified period of time.

We can call the 2007 junior convertible trust preferred securities on or after October 2012 if the closing price of our common stock exceeds $260 per share for a specified period of time. Holders of the 2006 and 2007 junior trust preferred securities have no rights to put these securities to us.

Forward Equity Sale Agreement

We have entered into three forward equity sale agreements with major securities firms to sell shares of our common stock (up to $200 million under each agreement). Under the terms of these agreements, we can settle forward sales at any time prior to December 31, 2010 by issuing shares in exchange for cash. Alternatively, we may choose to settle forward sales on a net stock or cash basis. Through June 30, 2010, we have completed $496.5 million of forward sales. In March 2009, we settled $147.2 million of forward equity sales by issuing 1.8 million shares of our common stock. In May 2010, we settled $46.6 million of forward equity sales by issuing 0.5 million shares of our common stock. In

June 2010, we settled $102.0 million of forward equity sales by issuing 1.8 million shares of our common stock. In July 2010, we settled the remaining $200.7 million of outstanding forward equity sales through the issuance of 3.2 million shares of our common stock. We have the additional capacity to sell up to $103.5 million under an agreement entered into in July 2009.

Share Repurchase Program

In the second quarter of 2010, we did not purchase any shares of common stock under our share repurchase programs. In July 2010, our Board of Directors authorized an additional 500,000 shares of common stock for repurchase under our share repurchase programs. There are currently 1,584,706 shares that could be purchased under our share repurchase program.

Affiliate Equity

Many of our operating agreements provide Affiliate managers a conditional right to require us to purchase their retained equity interests at certain intervals. Certain agreements also provide us a conditional right to require Affiliate managers to sell their retained equity interests to us upon their death, permanent incapacity or termination of employment and provide Affiliate managers a conditional right to require us to purchase such retained equity interests upon the occurrence of specified events. The purchase price of these conditional purchases are generally calculated based upon a multiple of the Affiliate's cash flow distributions, which is intended to represent fair value. Affiliate management partners are also permitted to sell their equity interests to other individuals or entities in certain cases, subject to our approval or other restrictions.

We may pay for Affiliate equity purchases in cash, shares of our common stock or other forms of consideration and can consent to the transfer of these interests to other individuals or entities. Our cumulative redemption obligation for these interests has been presented as "Redeemable non-controlling interests" on our Consolidated Balance Sheets. Although the timing and amounts of these purchases are difficult to predict, we expect to repurchase approximately $100 million of Affiliate equity during the next twelve months, and, in such event, will own the cash flow associated with any equity repurchased.

Operating Cash Flow

Cash flow from operations generally represents Net Income plus non-cash charges for amortization, deferred taxes, equity-based compensation and depreciation, as well as increases and decreases in our consolidated working capital.

The increase in cash flows from operations for the six months ended June 30, 2010 as compared to the six months ended June 30, 2009, resulted principally from increased Net Income of $31.5 million, a decrease in settlements of accounts payable and accrued liabilities of $48.0 million and purchases of prepaids and other current assets of $29.0 million, partially offset by a decrease in collections of investment advisory fees receivable of $43.2 million.

We consolidated $93.8 million and $89.6 million of client assets held in partnerships controlled by our Affiliates as of December 31, 2009 and June 30, 2010, respectively. Sales of $0.3 million increased operating cash flow in the six months ended June 30, 2009. Purchases of $0.5 million decreased operating cash flow in the six months ended June 30, 2010.

Investing Cash Flow

The net cash flow used in investing activities increased $806.1 million for the six months ended June 30, 2010 as compared to the six months ended June 30, 2009. This was primarily the result of an increase of $791.6 million relating to our investments in Pantheon and Aston during the second quarter of 2010.

Financing Cash Flow

Net cash flows from financing activities increased $796.1 million for the six months ended June 30, 2010, as compared to the six months ended June 30, 2009. This was primarily a result of an increase in net borrowings of senior bank debt of $893.0 million, partially offset by an increase in repurchases of Affiliate equity of $76.7 million. In addition, we received $144.3 million and $100.0 million of proceeds from the settlement of forward equity sales in the six months ended June 30, 2009 and June 30, 2010, respectively. In July 2010, we settled our remaining forward sales with the issuance of 3.2 million shares for $194.7 million.

Our investment in Artemis was financed through borrowings under our Revolver, and our investment in Aston was financed through the issuance of approximately 1.7 million shares of our common stock. Our investment in Pantheon was financed with borrowings under our Revolver and proceeds from the partial settlement of forward equity sales.

Under past acquisition agreements, we are contingently liable, upon achievement of specified financial targets, to make payments of up to $601 million through 2015. In the remainder of 2010, we do not expect to make any significant payments to settle portions of these contingent obligations.

Proceeds available under our Revolver are sufficient to support our cash flow needs for the foreseeable future.

Contractual Obligations

The following table summarizes our contractual obligations as of June 30, 2010:

			Payments Due

Contractual Obligations	Total		Remainder of 2010		2011-2012		2013-2014		Thereafter
(in millions)
Senior bank debt	$	659.5	$	—	$	659.5	$	—	$	—
Senior convertible securities⁽¹⁾		977.8		9.1		36.3		36.3		896.1
Junior convertible trust preferred securities⁽²⁾		1,717.9		18.5		74.1		74.1		1,551.2
Leases		82.4		10.6		33.8		23.8		14.2
Other liabilities⁽³⁾		155.6		21.6		134.0		—		—

Total Contractual Obligations	$	3,593.2	$	59.8	$	937.7	$	134.2	$	2,461.5

Contingent Obligations
Contingent payment obligations⁽⁴⁾	$	106.6	$	—	$	80.3	$	24.2	$	2.1

(1): The timing of debt payments assumes that outstanding debt is settled for cash or common stock at the applicable maturity dates. The amounts include the cash payment of fixed interest. Holders of the 2008 convertible notes may put their interests to us for $460 million in 2013.
(2): As more fully discussed on page 41, consistent with industry practice, we do not consider our junior convertible trust preferred securities as debt for the purpose of determining our leverage ratio.
(3): Other liabilities reflect amounts payable to Affiliate managers related to our purchase of additional Affiliate equity interests and deferred purchase price. This table does not include liabilities for uncertain tax positions or commitments to co-invest in certain investment partnerships (of $22.2 million and $97 million as of June 30, 2010, respectively) as we cannot predict when such obligations will be paid.
(4): The amount of contingent payments related to business acquisitions disclosed in the table represents our expected settlement amounts. While the table above reflects our current estimates, the maximum settlement amount is $167 million for the remainder of 2010 and $434 million in periods after 2010.

Recent Accounting Developments

During the first quarter of 2010, we adopted a new standard that requires an enterprise to perform a qualitative analysis to determine whether its variable interests give it a controlling financial interest in a variable interest entity ("VIE"). Under the standard, an enterprise has a controlling financial interest when it has (a) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. An enterprise that holds a controlling financial interest is deemed to be the primary beneficiary and is required to consolidate the VIE. This new standard has been deferred for certain entities that utilize the specialized accounting guidance for investment companies or that have the attributes of investment companies. The adoption of the portions of this new standard that were not deferred did not have a material impact on our Consolidated Financial Statements.

During the first quarter of 2010, we adopted a new standard that eliminated the concept of a qualifying special-purpose entity ("QSPE"), changed the requirements for derecognizing financial assets, and required additional disclosures to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including an entity's continuing involvement in and exposure to the risks related to transferred financial assets. The standard also clarified the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The adoption of this new standard did not have a material impact on our Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes to our Quantitative and Qualitative Disclosures About Market Risk in the three and six months ended June 30, 2010. Please refer to Item 7A in our 2009 Annual Report on Form 10-K.

Item 4. Controls and Procedures

We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures during the quarter covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the quarter covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are effective in ensuring that (i) the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and (ii) such information is accumulated and communicated to our management, including our principal executive officer and principal financial officers as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance of achieving their stated objectives and our principal executive officer and principal financial officers concluded that our disclosure controls and procedures are effective at the reasonable assurance level. We review on an ongoing basis and document our disclosure controls and procedures, and our internal control over financial reporting, and we may from time to time make changes in an effort to enhance their effectiveness and ensure that our systems evolve with our business.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 6. Exhibits

The exhibits are listed on the Exhibit Index and are included elsewhere in this Quarterly Report on Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		AFFILIATED MANAGERS GROUP, INC. (Registrant)
August 9, 2010		/s/ DARRELL W. CRATE Darrell W. Crate on behalf of the Registrant as Executive Vice President, Chief Financial Officer and Treasurer (and also as Principal Financial and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.			Description

	2.1		Amendment No. 1 to Purchase and Sale Agreement, dated as of June 30, 2010, by and among Frank Russell Company, Affiliated Managers Group, Inc., and, solely in respect of Sections 4.18, 4.19 and 8.8 of the Purchase and Sale Agreement between the parties dated as of February 10, 2010 (as amended hereby), The Northwestern Mutual Life Insurance Company.
	31.1		Certification of Registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2		Certification of Registrant's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1		Certification of Registrant's Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2		Certification of Registrant's Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101		The following financial statements from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 are furnished herewith, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the three and six month periods ended June 30, 2010 and 2009, (ii) the Consolidated Balance Sheets at June 30, 2010 and December 31, 2009, (iii) the Consolidated Statement of Equity for the six month period ended June 30, 2010, (iv) the Consolidated Statements of Cash Flows for the three and six month periods ended June 30, 2010 and 2009, and (v) the Notes to the Consolidated Financial Statements.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) (unaudited)
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited)
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (dollars in thousands) (unaudited)
AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
AFFILIATED MANAGERS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II—OTHER INFORMATION

Item 6. Exhibits

SIGNATURES
EXHIBIT INDEX