AFFILIATED MANAGERS GROUP, INC. - Quarter Report: 2011 September (Form 10-Q)

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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 September 30, 2011
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 51,470,034 shares of the registrant's common stock outstanding on November 1, 2011.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share data)

(unaudited)

		For the Three Months Ended September 30,						For the Nine Months Ended September 30,

		2010			2011			2010			2011
Revenue		$	354.4		$	413.8		$	937.5		$	1,302.4
Operating expenses:
	Compensation and related expenses		151.5			168.9			413.5			544.9
	Selling, general and administrative		73.4			83.5			190.7			261.6
	Amortization of intangible assets		20.5			22.1			39.1			66.3
	Depreciation and other amortization		3.7			4.0			10.1			11.6
	Other operating expenses		9.7			9.3			24.1			27.1

			258.8			287.8			677.5			911.5

Operating income			95.6			126.0			260.0			390.9

Non-operating (income) and expenses:
	Investment and other (income) loss		(11.4	)		9.5			(14.9	)		6.8
	Income from equity method investments		(9.5	)		(9.8	)		(28.5	)		(40.1	)
	Investment loss from Affiliate investments in partnerships		—			—			4.5			—
	Interest expense		16.3			18.1			48.7			55.6
	Imputed interest expense		7.2			8.3			17.3			24.9

			2.6			26.1			27.1			47.2

Income before income taxes			93.0			99.9			232.9			343.7
Income taxes			24.0			19.8			52.9			73.2

Net income			69.0			80.1			180.0			270.5
	Net income (non-controlling interests)		(35.0	)		(40.0	)		(107.8	)		(145.9	)
	Net loss (non-controlling interests in partnerships)		—			—			4.4			—

Net Income (controlling interest)		$	34.0		$	40.1		$	76.6		$	124.6

Average shares outstanding—basic			51.2			51.9			46.1			51.9
Average shares outstanding—diluted			51.9			53.0			48.7			53.2
Earnings per share—basic		$	0.66		$	0.77		$	1.66		$	2.40
Earnings per share—diluted		$	0.65		$	0.76		$	1.57		$	2.34
Supplemental disclosure of total comprehensive income:
Net income		$	69.0		$	80.1		$	180.0		$	270.5
Other comprehensive income (loss)			23.8			(81.4	)		25.0			(71.5	)

Comprehensive income (loss)			92.8			(1.3	)		205.0			199.0
Comprehensive income (non-controlling interests)			(35.0	)		(40.0	)		(103.4	)		(145.9	)

Comprehensive income (loss) (controlling interest)		$	57.8		$	(41.3	)	$	101.6		$	53.1

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

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

(unaudited)

			December 31, 2010			September 30, 2011

Assets
Current assets:
	Cash and cash equivalents		$	313.3		$	323.3
	Investment advisory fees receivable			236.4			219.5
	Investments in marketable securities			116.0			80.3
	Unsettled fund share receivables			42.0			57.3
	Prepaid expenses and other current assets			61.7			76.8

		Total current assets		769.4			757.2
Fixed assets, net				67.7			64.8
Equity investments in Affiliates				678.9			603.0
Acquired client relationships, net				1,424.2			1,352.1
Goodwill				2,131.2			2,116.1
Other assets				219.8			238.6

		Total assets	$	5,291.2		$	5,131.8

Liabilities and Equity
Current liabilities:
	Accounts payable and accrued liabilities		$	252.8		$	310.1
	Unsettled fund share payables			39.8			46.0
	Payables to related party			114.8			12.9

		Total current liabilities		407.4			369.0
Senior bank debt				460.0			210.0
Senior convertible securities				422.1			432.2
Junior convertible trust preferred securities				509.9			511.9
Deferred income taxes				495.4			489.5
Other long-term liabilities				207.8			223.3

		Total liabilities		2,502.6			2,235.9
Redeemable non-controlling interests				406.3			455.5
Equity:
	Common stock			0.5			0.5
	Additional paid-in capital			980.5			929.7
	Accumulated other comprehensive income			100.5			29.0
	Retained earnings			1,011.8			1,136.4

				2,093.3			2,095.6
	Less treasury stock, at cost			(293.3	)		(290.0	)

		Total stockholders' equity		1,800.0			1,805.6
	Non-controlling interests			582.3			634.8

	Total equity			2,382.3			2,440.4

	Total liabilities and equity		$	5,291.2		$	5,131.8

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

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in millions)

(unaudited)

	Total Stockholders' Equity

	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Treasury Stock at Cost			Non- controlling interests			Total Equity
December 31, 2010	$	0.5	$	980.5		$	100.5		$	1,011.8	$	(293.3	)	$	582.3		$	2,382.3
Stock issued under option and other incentive plans		—		(32.5	)		—			—		53.7			—			21.2
Tax benefit of option exercises		—		5.7			—			—		—			—			5.7
Issuance Costs		—		(0.1	)		—			—					—			(0.1	)
Changes in Affiliate equity		—		(46.6	)		—			—		—			32.4			(14.2	)
Share-based payment arrangements		—		22.7			—			—		—			—			22.7
Distributions to non-controlling interests		—		—			—			—		—			(118.8	)		(118.8	)
Investments in Affiliates		—		—			—			—		—			(7.0	)		(7.0	)
Repurchase of common stock		—		—			—			—		(50.4	)		—			(50.4	)
Net income		—		—			—			124.6		—			145.9			270.5
Other comprehensive loss		—		—			(71.5	)		—		—			—			(71.5	)

September 30, 2011	$	0.5	$	929.7		$	29.0		$	1,136.4	$	(290.0	)	$	634.8		$	2,440.4

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

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

			For the Three Months Ended September 30,						For the Nine Months Ended September 30,

			2010			2011			2010			2011
Cash flow from operating activities:
	Net income		$	69.0		$	80.1		$	180.0		$	270.5
Adjustments to reconcile Net income to net cash flow from operating activities:
	Amortization of intangible assets			20.5			22.1			39.1			66.3
	Amortization of issuance costs			2.0			1.8			5.7			6.2
	Depreciation and other amortization			3.7			4.0			10.1			11.6
	Deferred income tax provision			6.6			14.8			24.3			31.8
	Imputed interest expense			7.2			8.3			17.3			24.9
	Income from equity method investments, net of amortization			(9.5	)		(9.8	)		(28.5	)		(40.1	)
	Distributions received from equity method investments			14.7			27.0			51.4			110.5
	Tax benefit from exercise of stock options			1.4			—			3.5			0.8
	Share-based compensation			3.6			7.3			10.4			19.3
	Affiliate equity expense			3.5			1.9			10.3			9.1
	Other adjustments			(0.5	)		9.0			9.0			16.2
Changes in assets and liabilities:
	(Increase) decrease in investment advisory fees receivable			13.3			37.1			(12.0	)		18.2
	Increase in prepaids and other current assets			(20.3	)		(6.2	)		(1.0	)		(9.2	)
	(Increase) decrease in other assets			(1.7	)		0.6			(9.8	)		(3.0	)
	(Increase) decrease in unsettled fund shares receivable			1.7			32.0			(0.6	)		(16.7	)
	Increase (decrease) in unsettled fund shares payable			1.3			(24.5	)		3.5			7.0
	Increase in accounts payable, accrued liabilities and other long-term liabilities			51.9			38.3			38.8			30.8

		Cash flow from operating activities		168.4			243.8			351.5			554.2

Cash flow used in investing activities:
	Investments in Affiliates			(11.0	)		—			(804.0	)		(13.3	)
	Purchase of fixed assets			(2.2	)		(3.9	)		(5.4	)		(8.3	)
	Purchase of investment securities			(12.8	)		(39.4	)		(43.2	)		(50.9	)
	Sale of investment securities			—			0.5			11.8			12.6

		Cash flow used in investing activities		(26.0	)		(42.8	)		(840.8	)		(59.9	)

Cash flow from (used in) financing activities:
	Borrowings of senior bank debt			5.0			—			1,022.5			110.0
	Repayments of senior bank debt			(293.5	)		(85.0	)		(651.5	)		(360.0	)
	Issuance of common stock			10.6			0.3			36.1			21.2
	Repurchase of common stock			—			(48.0	)		—			(48.0	)
	Issuance costs			(0.1	)		(0.8	)		(0.3	)		(8.5	)
	Excess tax benefit from exercise of stock options			1.9			—			6.7			4.9
	Settlement of treasury lock			—			—			—			4.0
	Settlement of forward equity sale agreement			194.7			—			294.7			—
	Note payments			(5.9	)		(8.4	)		(31.8	)		(81.0	)
	Distributions to non-controlling interests			(16.7	)		(36.2	)		(77.0	)		(118.8	)
	Affiliate equity issuances and repurchases			(6.6	)		(6.8	)		(116.2	)		(6.7	)

		Cash flow from (used in) financing activities		(110.6	)		(184.9	)		483.2			(482.9	)

Effect of foreign exchange rate changes on cash and cash equivalents				3.1			(4.0	)		2.0			(1.4	)
Net increase (decrease) in cash and cash equivalents				34.9			12.1			(4.1	)		10.0
Cash and cash equivalents at beginning of period				220.5			311.2			259.5			313.3

Cash and cash equivalents at end of period			$	255.4		$	323.3		$	255.4		$	323.3

Supplemental disclosure of non-cash financing activities:
	Notes received for Affiliate equity sales		$	5.7		$	—		$	13.3		$	11.6
	Payables recorded for Affiliate equity purchases			19.2			4.9			34.5			17.8
	Payables recorded under contingent payment arrangements			—			1.4			64.3			1.4
	Stock issued for Investments in Affiliates			—			—			146.9			—
	Stock issued for conversion of zero coupon senior convertible note			—			—			47.5			—
	Stock issued for settlement of forward equity sale arrangement			—			—			44.5			—

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. 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 for the fiscal year ended December 31, 2010 includes additional information about AMG, its operations, financial position and accounting policies, and should be read in conjunction with this Quarterly Report on Form 10-Q.

All dollar and share amounts in these notes (except information that is presented on a per share, per security, per note or per contract basis) are stated in millions, unless otherwise indicated.

2. Senior Bank Debt (see also Note 21 Subsequent Events)

The Company has a revolving credit facility (the "credit facility") which allows for borrowings of up to $750.0 million at specified rates of interest that vary depending on the Company's credit ratings. Subject to the agreement of the lenders to provide incremental commitments and subject to certain requirements in the credit facility, the Company has the option to increase the credit facility by up to an additional $150.0 million.

The credit facility, which will mature in January 2015, is unsecured and contains financial covenants with respect to leverage and interest coverage and also contains customary affirmative and negative covenants, including limitations on indebtedness, liens, cash dividends, asset dispositions and fundamental corporate changes. At September 30, 2011, the Company had $210.0 million of outstanding borrowings.

As further described in Note 15, the Company has entered into interest rate swap contracts to exchange a fixed rate for the variable rate on a portion of its credit facility.

3. Convertible Securities

At September 30, 2011, the Company has one senior convertible security outstanding ("2008 senior convertible notes") and two junior convertible trust preferred securities outstanding issued in 2006 (the

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

"2006 junior convertible trust preferred securities") and in 2007 (the "2007 junior convertible trust preferred securities"). The carrying values of the Company's convertible securities are as follows:

		December 31, 2010				September 30, 2011

		Carrying Value		Principal amount at maturity		Carrying Value		Principal amount at maturity
Senior convertible securities:
	2008 senior convertible notes⁽¹⁾	$	422.1	$	460.0	$	432.2	$	460.0

Junior convertible trust preferred securities:
	2007 junior convertible trust preferred securities⁽¹⁾	$	296.3	$	430.8	$	297.4	$	430.8
	2006 junior convertible trust preferred securities⁽¹⁾		213.6		300.0		214.5		300.0

	Total junior convertible securities	$	509.9	$	730.8	$	511.9	$	730.8

(1): Carrying value is accreted to the principal amount at maturity over an expected life of five years for the 2008 senior convertible notes and 30 years for each of the junior convertible trust preferred securities.

The principal terms of these securities are summarized below.

	2008 Senior Convertible Notes⁽¹⁾		2007 Junior Convertible Trust Preferred Securities⁽²⁾		2006 Junior Convertible Trust Preferred Securities⁽³⁾

Issue Date	August 2008		October 2007		April 2006
Maturity Date	August 2038		October 2037		April 2036
Next Potential Put Date	August 2013		N/A		N/A
Denomination	$1,000		$50		$50
Current Conversion Rate	7.959		0.250		0.333
Current Conversion Price	$125.65		$200.00		$150.00
Stated Coupon	3.95	%	5.15	%	5.10	%
Coupon Frequency	Semi-annually		Quarterly		Quarterly
Tax Deduction Rate⁽⁴⁾	9.38	%	8.00	%	7.50	%

(1): The Company may redeem the notes for cash (subject to the holders' rights to convert) at any time on or after August 15, 2013.
(2): The Company may redeem the 2007 junior convertible trust preferred securities on or after October 15, 2012 if the closing price of the Company's common stock exceeds $260 per share for a specified period of time.
(3): The Company may redeem the 2006 junior convertible trust preferred securities at any time if the closing price of the Company's common stock exceeds $195 per share for a specified period of time.
(4): These convertible securities are considered contingent payment debt instruments under federal income tax regulations, which require the Company to deduct interest in an amount greater than its reported interest expense. These deductions result in annual deferred tax liabilities of approximately $22.5 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 securities.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Forward Equity Sale Agreements

In July 2011, the Company entered into a forward equity sale agreement with two major securities firms under which it may sell shares of common stock with an aggregate sales price of up to $300 million. During the three months ended September 30, 2011, no forward equity sales have occurred.

5. Income Taxes

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

			For the Three Months Ended September 30,						For the Nine Months Ended September 30,

			2010			2011			2010			2011
Controlling Interest:
	Current Tax		$	7.9		$	1.9		$	15.8		$	31.9
	Intangible related deferred taxes			9.8			10.4			34.9			36.2
	Other Deferred Taxes			(1.4	)		6.2			(8.4	)		(1.6	)

		Total Controlling Interest		16.3			18.5			42.3			66.5

Non-Controlling Interests:
	Current Tax		$	9.5		$	3.1		$	12.8		$	9.5
	Deferred Taxes			(1.8	)		(1.8	)		(2.2	)		(2.8	)

		Total Non-Controlling Interests		7.7			1.3			10.6			6.7

Provision for income taxes			$	24.0		$	19.8		$	52.9		$	73.2

Income before income taxes (controlling interest)			$	50.3		$	58.6		$	118.9		$	191.1

Effective Tax rate attributable to controlling interests⁽¹⁾				32.4	%		31.6	%		35.6	%		34.8	%

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

During the quarter ended September 30, 2011, the Company recognized a deferred tax benefit of $3.9 million ($2.6 million attributable to the controlling interest) from the revaluation of its deferred taxes as a result of a reduction of corporate tax rates in the United Kingdom.

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 September 30,						For the Nine Months Ended September 30,

		2010			2011			2010			2011
Current:
	Federal	$	0.2		$	(7.6	)	$	—		$	5.6
	State		1.9			1.6			5.3			6.5
	Foreign		15.3			11.0			23.3			29.3

Total Current			17.4			5.0			28.6			41.4

Deferred:
	Federal	$	12.9		$	17.9		$	29.3		$	38.4
	State		(0.1	)		0.5			2.8			1.7
	Foreign		(6.2	)		(3.6	)		(7.8	)		(8.3	)

Total Deferred			6.6			14.8			24.3			31.8

Provision for Income Taxes		$	24.0		$	19.8		$	52.9		$	73.2

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

		December 31, 2010			September 30, 2011

Deferred Tax Assets
	State net operating loss carryforwards	$	30.6		$	27.9
	Foreign tax credit carryforwards		17.3			20.6
	Deferred compensation		10.3			15.3
	Tax benefit of uncertain tax positions		10.8			11.5
	Accrued expenses		8.5			11.6
	Unrealized losses		—			8.4
	Capital loss carryforwards		1.5			1.5

Total deferred tax assets			79.0			96.8
Valuation allowance			(38.4	)		(36.3	)

Deferred tax assets, net of valuation allowance		$	40.6		$	60.5

Deferred Tax Liabilities
	Intangible asset amortization	$	(209.3	)	$	(241.4	)
	Convertible securities interest		(154.5	)		(166.8	)
	Non-deductible intangible amortization		(143.1	)		(135.2	)
	Deferred revenue		(26.3	)		(3.9	)
	Other		(2.8	)		(2.7	)

Total deferred tax liabilities			(536.0	)		(550.0	)

	Net deferred tax liability	$	(495.4	)	$	(489.5	)

Deferred tax liabilities arise primarily as a result of 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 2008 senior convertible notes and junior convertible trust

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

preferred securities also generate deferred taxes because the Company's tax deductions are higher than the interest expense recorded for financial statement purposes.

At September 30, 2011, the Company has state net operating loss carryforwards that expire over a 15-year period beginning in 2011. The Company also has foreign tax credit carryforwards that expire over a 10-year period beginning in 2011. The valuation allowances at December 31, 2010 and September 30, 2011 were principally related to the Company's ability to generate sufficient taxable income prior to the expiration of these carryforwards.

The Company periodically has tax examinations in the United States and foreign jurisdictions. Examination outcomes, and any related settlements, are subject to significant uncertainty. The completion of examinations may result in the payment of additional taxes and/or the recognition of tax benefits.

At September 30, 2011, the Company's liability for uncertain tax positions was $21.9 million, including $11.5 million of liabilities that would generate tax benefits if settled. The Company's liability for uncertain tax positions also includes $2.1 million for interest and related charges. As a result of tax examination settlements and the expiration of statutes of limitations, this liability could increase by up to $2.5 million in the next 12 months.

6. 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.

		For the Three Months Ended September 30,				For the Nine Months Ended September 30,

		2010		2011		2010		2011
Numerator:
Net Income (controlling interest)		$	34.0	$	40.1	$	76.6	$	124.6
Interest expense on convertible securities, net of taxes			—		—		0.1		—

Net Income (controlling interest), as adjusted		$	34.0	$	40.1	$	76.7	$	124.6

Denominator:
Average shares outstanding—basic			51.2		51.9		46.1		51.9
Effect of dilutive instruments:
	Stock options		0.7		1.1		0.8		1.3
	Forward sale		0.0		—		1.3		—
	Senior convertible securities		—		—		0.5		—

Average shares outstanding—diluted			51.9		53.0		48.7		53.2

As more fully discussed in Note 3, the Company had convertible securities outstanding during the periods presented and is required to apply the if-converted method to these securities in its calculation

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 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.

For the three and nine months ended September 30, 2011, the Company repurchased approximately 0.6 million shares of common stock under the share repurchase programs approved by the Company's Board of Directors.

The diluted earnings per share calculations in the table above exclude the anti-dilutive effect of the following shares:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

	2010		2011		2010		2011
Stock options		1.8		1.2		1.8		1.2
Senior convertible securities		3.7		3.7		3.7		3.7
Junior convertible trust preferred securities		4.2		4.2		4.2		4.2

As discussed further in Note 18, 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.

7. 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 Company.

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

In connection with its investment in Pantheon Ventures, the Company has committed to co-invest in certain investment partnerships where it serves as the general partner. As of September 30, 2011, these commitments totaled approximately $84.1 million and may be called in future periods. Russell Investments (Pantheon Ventures former owner) is contractually obligated to reimburse the Company for $54.1 million of these commitments if they are called.

Under past acquisition agreements, the Company is contingently liable, upon achievement of specified financial targets, to make payments of up to $491.8 million through 2015. In 2011, the Company expects to make payments of approximately $2.8 million to settle portions of these contingent obligations.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Investments in Marketable Securities

Investments in marketable securities are comprised of the Company's investments in Value Partners Group Limited ("Value Partners"), a publicly-traded asset management firm based in Hong Kong, and investments held by Affiliates. These investments are carried at their fair value. Changes in fair value for securities classified as available-for-sale are reported in "Accumulated other comprehensive income." Changes in fair value for trading securities are reported within "Other operating expenses."

A summary of our investments in marketable securities follows:

		December 31, 2010			September 30, 2011

Cost of investments in marketable securities		$	68.9		$	108.2
Gross unrealized gains			47.1			1.5
Gross unrealized losses			(0.0	)		(29.4	)

	Total	$	116.0		$	80.3

As of September 30, 2011, the Company has invested $79.6 million in Value Partners, representing 7.8% of the outstanding common stock. In line with the volatility of global equity markets during the recent quarter the investment in Value Partners declined, resulting in an unrealized loss of $25.8 million at September 30, 2011. The Company intends to hold this investment for a reasonable period of time sufficient for a forecasted recovery of fair value.

9. Cost Method Investments

The Company has cost method investments reported in "Other assets" in which it owns less than a 20% interest and does not exercise significant influence. The balance of these investments was $27.4 million and $14.6 million as of December 31, 2010 and September 30, 2011, respectively. During the nine months ended September 30, 2011, the Company determined that the value of a cost method investment had been reduced to zero and recorded a $12.8 million write down in "Investment and other (income) loss" (allocated to the Company's High Net Worth distribution channel—see Note 16).

10. 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 and offsetting payable reflects the legal relationship between the underlying investor and the Company.

11. 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;

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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. These inputs require significant management judgment and reflect the Company's estimation of assumptions that market participants would use in pricing the asset or liability.

The following table summarizes the Company's assets and liabilities that are measured at fair value on a recurring basis:

					Fair Value Measurements

			December 31, 2010		Fair Value Measurements
			December 31, 2010		Level 1		Level 2		Level 3
Financial Assets
	Cash equivalents		$	36.0	$	36.0	$	—	$	—
	Partnership investments⁽¹⁾			124.5		16.9		21.8		85.8
	Investments in marketable securities⁽²⁾
		Trading securities		15.4		15.2		0.2		—
		Available for sale securities		100.6		99.2		1.4		—
	Interest rate derivatives			5.9		—		5.9		—
Financial Liabilities
	Contingent payment obligations⁽³⁾		$	84.0	$	—	$	—	$	84.0
	Obligations to related parties⁽⁴⁾			79.6		—		—		79.6

					Fair Value Measurements

			September 30, 2011		Fair Value Measurements
			September 30, 2011		Level 1		Level 2		Level 3
Financial Assets
	Cash equivalents		$	23.1	$	23.1	$	—	$	—
	Partnership investments⁽¹⁾			160.3		29.6		23.4		107.3
	Investments in marketable securities⁽²⁾
		Trading securities		14.1		14.1		—		—
		Available for sale securities		66.2		66.2		—		—
Financial Liabilities
	Contingent payment obligations⁽³⁾		$	93.7	$	—	$	—	$	93.7
	Obligations to related parties⁽⁴⁾			71.6		—		—		71.6
	Interest rate derivatives			9.6		—		9.6		—

(1): Partnerships investments are reported within "Prepaid expenses and other current assets" and "Other assets" on the Consolidated Balance Sheets.
(2): Principally investments in equity securities.
(3): Contingent payment obligations are reported in "Other long-term liabilities."
(4): Obligations to related parties are presented within "Payables to related party" and "Other long-term liabilities."

The following is a description of the significant assets and liabilities measured at fair value and the fair value methodologies used.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash equivalents consist primarily of highly liquid investments in money market funds. Cash investments in actively traded money market funds are classified as Level 1.

Partnership investments consist of investments in funds advised by Affiliates and are valued using net asset value ("NAV"). Investments in actively traded funds that calculate daily NAVs are classified as Level 1. Investments in non-public funds that hold investments with observable market prices are classified as Level 2. Investments in funds that hold illiquid securities or that are subject to redemption restrictions are classified as Level 3. The fair value of Level 3 assets is determined using NAV one quarter in arrears (adjusted for current period calls and distributions).

Investments in marketable securities consist primarily of investments in funds advised by Affiliates which are valued using NAV and in publicly traded securities. Investments in actively traded funds that calculate daily NAVs and actively traded public securities are classified as Level 1. Investments in other funds that hold investments with observable market prices are classified as Level 2.

Interest rate derivatives include Treasury rate lock contracts and interest rate swaps. The fair value of these assets is determined by model-derived valuations in which all significant inputs were observable in active markets.

Contingent payment obligations represents the present value of the expected future settlement of contingent payment arrangements related to the Company's business combinations. The fair value of these obligations is determined using an income approach with assumptions made about future cash flows and discount rates.

Obligations to related parties include agreements to repurchase Affiliate equity and liabilities offsetting certain investments which are held by the Company but economically attributable to a related party. The fair value of the agreements to repurchase Affiliate equity is determined using an income approach with assumptions made about future cash flows and discount rates. The liability to a related party is measured based upon certain investments held by the Company, the fair value of which is determined using NAV.

The following tables present the changes in Level 3 assets and liabilities for the three and nine months ended September 30, 2010 and 2011:

	Level 3 Financial Assets and Financial Liabilities at Fair Value

Three Months Ended September 30, 2010	Balance, beginning of period		Net realized gains/(losses)			Net unrealized gains/losses relating to instruments still held at the reporting date			Purchases and issuances		Settlements and reductions			Net transfers in and/or out of Level 3		Balance, end of period
Partnership investments	$	68.4	$	2.2	⁽¹⁾	$	—		$	5.8	$	(1.3	)	$	—	$	75.1
Contingent payment obligations		66.2		—			6.6	⁽²⁾		—		—			—		72.8
Obligations to related parties		51.3		(0.8)	⁽³⁾		1.9	⁽³⁾		25.6		(5.8	)		—		72.2

	Level 3 Financial Assets and Financial Liabilities at Fair Value

Three Months Ended September 30, 2011	Balance, beginning of period		Net realized gains/(losses)			Net unrealized gains/losses relating to instruments still held at the reporting date			Purchases and issuances		Settlements and reductions			Net transfers in and/or out of Level 3		Balance, end of period
Partnership investments	$	102.0	$	(0.3	)⁽¹⁾	$	3.5	⁽¹⁾	$	4.2	$	(2.1	)	$	—	$	107.3
Contingent payment obligations		91.7		—			2.0	⁽²⁾		—		—			—		93.7
Obligations to related parties		71.2		0.8	⁽³⁾		(0.4	)⁽³⁾		8.5		(8.5	)		—		71.6

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	December 31, 2010				September 30, 2011

Category of Investment	Fair Value		Unfunded Commitments		Fair Value		Unfunded Commitments
Private equity fund-of-funds⁽¹⁾	$	85.7	$	89.2	$	107.3	$	84.1
Other funds⁽²⁾		55.2		—		55.4		—

	$	140.9	$	89.2	$	162.7	$	84.1

				Weighted Average Exercise Price

Unexercised options outstanding—January 1, 2011		5.1		$	62.34
	Options granted	0.5			99.66
	Options exercised	(0.4	)		47.48
	Options forfeited	(0.0	)		110.42

Unexercised options outstanding—September 30, 2011		5.2			67.45	4.7

Exercisable at September 30, 2011		2.3			59.21	3.6

	Notional Amount				Receiving	Start Date	Expiration Date

Counterparty A	$	25.0	1.67	%	3-Month LIBOR	October 2010	October 2015
Counterparty A	$	25.0	1.65	%	3-Month LIBOR	October 2010	October 2015
Counterparty B	$	25.0	1.59	%	3-Month LIBOR	October 2010	October 2015
Counterparty B	$	25.0	2.14	%	3-Month LIBOR	October 2010	October 2017

		For the Nine Months Ended September 30, 2011

		Mutual Fund			Institutional			High Net Worth			Total
Revenue		$	555.7		$	640.6		$	106.1		$	1,302.4
Operating expenses:
	Depreciation and other amortization		12.3			59.3			6.3			77.9
	Other operating expenses		375.7			392.0			65.9			833.6

			388.0			451.3			72.2			911.5

Operating income			167.7			189.3			33.9			390.9

Non-operating (income) and expenses:
	Investment and other (income) loss		2.0			(6.9	)		11.7			6.8
	Income from equity method investments		(2.5	)		(34.2	)		(3.4	)		(40.1	)
	Interest expense		31.6			42.3			6.6			80.5

			31.1			1.2			14.9			47.2

Income before income taxes			136.6			188.1			19.0			343.7
Income taxes			30.8			39.8			2.6			73.2

Net income			105.8			148.3			16.4			270.5
	Net income (non-controlling interests)		(52.0	)		(82.0	)		(11.9	)		(145.9	)

Net Income (controlling interest)		$	53.8		$	66.3		$	4.5		$	124.6

Balance Sheet Information
Total assets as of December 31, 2010		$	1,847.9		$	3,009.3		$	434.0		$	5,291.2
Total assets as of September 30, 2011		$	1,932.3		$	2,778.4		$	421.1		$	5,131.8

	Mutual Fund			Institutional			High Net Worth			Total

Balance, as of December 31, 2010	$	785.9		$	1,083.7		$	261.6		$	2,131.2
Purchase price adjustments		1.2			(5.7	)		—			(4.5	)
Goodwill acquired		—			0.1			1.3			1.4
Foreign currency translation		(1.9	)		(5.7	)		(4.4	)		(12.0	)

Balance, as of September 30, 2011	$	785.2		$	1,072.4		$	258.5		$	2,116.1

	Level 3 Financial Assets and Financial Liabilities at Fair Value

Nine Months Ended September 30, 2010	Balance, beginning of period		Net realized gains/(losses)			Net unrealized gains/losses relating to instruments still held at the reporting date			Purchases and issuances		Settlements and reductions			Net transfers in and/or out of Level 3			Balance, end of period
Partnership investments	$	4.0	$	2.2	⁽¹⁾	$	—		$	73.9	$	(1.3	)	$	(3.7	)	$	75.1
Contingent payment obligations		27.1		—			8.4	⁽²⁾		64.4		(27.1	)		—			72.8
Obligations to related parties		78.7		(1.0	)⁽³⁾		1.9	⁽³⁾		76.8		(84.2	)		—			72.2

	Level 3 Financial Assets and Financial Liabilities at Fair Value

Nine Months Ended September 30, 2011	Balance, beginning of period		Net realized gains/(losses)			Net unrealized gains/losses relating to instruments still held at the reporting date			Purchases and issuances		Settlements and reductions			Net transfers in and/or out of Level 3		Balance, end of period
Partnership investments	$	85.8	$	0.7	⁽¹⁾	$	14.0	⁽¹⁾	$	12.8	$	(6.0	)	$	—	$	107.3
Contingent payment obligations		84.0		—			11.4	⁽²⁾		—		(1.7	)		—		93.7
Obligations to related parties		79.6		1.4	⁽³⁾		3.2	⁽³⁾		21.5		(34.1	)		—		71.6

	December 31, 2010				September 30, 2011

	Unconsolidated VIE Net Assets		Carrying Value and Maximum Exposure to Loss		Unconsolidated VIE Net Assets		Carrying Value and Maximum Exposure to Loss
Sponsored investment funds	$	3,350.7	$	0.9	$	3,151.9	$	1.0
Trust preferred vehicles		9.0		9.0		9.0		9.0

	December 31, 2010		September 30, 2011

Cash Flow Hedges
Interest rate swaps⁽¹⁾	$	2.5	$	(2.9	)
Treasury rate locks⁽²⁾		3.4		(6.7	)

Total	$	5.9	$	(9.6	)

		December 31, 2010				September 30, 2011

		Carrying Amount		Accumulated Amortization		Carrying Amount		Accumulated Amortization
Amortized intangible assets:
	Acquired client relationships	$	974.8	$	228.6	$	969.5	$	294.9
Non-amortized intangible assets:
Acquired client relationships-mutual fund management contracts			678.0		—		677.5		—
	Goodwill		2,131.2		—		2,116.1		—


Balance as of January 1, 2011	$	406.3
Issuance of Redeemable non-controlling interest		51.7
Repurchase of Redeemable non-controlling interest		(20.9	)
Changes in redemption value		18.4

Balance as of September 30, 2011	$	455.5

	December 31, 2010		September 30, 2011

Foreign currency translation adjustments	$	67.9	$	50.2
Realized and unrealized gains (losses) on derivative securities		3.7		(3.4	)
Unrealized gain (loss) on investment securities		28.9		(17.8	)

Accumulated other comprehensive income	$	100.5	$	29.0

	For the Three Months Ended September 30,							For the Nine Months Ended September 30,

(in millions, except as noted and per share data)	2010		2011		% Change			2010		2011		% Change
Assets under Management (in billions)	$	279.7	$	305.9		9	%	$	279.7	$	305.9		9	%
Revenue		354.4		413.8		17	%		937.5		1,302.4		39	%
Net Income (controlling interest)		34.0		40.1		18	%		76.6		124.6		63	%
Earnings per share—diluted		0.65		0.76		17	%		1.57		2.34		49	%
Economic Net Income⁽¹⁾		77.9		82.1		5	%		192.5		258.5		34	%
Economic earnings per share⁽¹⁾		1.50		1.55		3	%		3.98		4.86		22	%
EBITDA⁽²⁾		102.3		112.9		10	%		252.2		355.0		41	%

		December 31, 2010					September 30, 2011

(in billions)		Assets under Management		Percentage of Total			Assets under Management		Percentage of Total
Asset Class:
Equity⁽¹⁾		$	220.4		69	%	$	193.8		63	%
Alternative⁽²⁾			65.3		20	%		75.5		25	%
Fixed Income			34.3		11	%		36.6		12	%

	Total	$	320.0		100	%	$	305.9		100	%

Geography:⁽³⁾
Domestic		$	110.5		34	%	$	102.1		33	%
Global/International			169.1		53	%		167.1		55	%
Emerging Markets			40.4		13	%		36.7		12	%

	Total	$	320.0		100	%	$	305.9		100	%

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

June 30, 2011			$	90.0		$	220.9		$	37.5		$	348.4
	Client cash inflows			8.2			7.8			1.9			17.9
	Client cash outflows			(5.3	)		(6.1	)		(1.6	)		(13.0	)

		Net client cash flows		2.9			1.7			0.3			4.9

	Investment performance			(13.5	)		(30.1	)		(3.8	)		(47.4	)

September 30, 2011			$	79.4		$	192.5		$	34.0		$	305.9

Year Ending December 31,	Estimated Amortization Expense

2011	$	32.9
2012		32.8
2013		32.8
2014		11.3
2015		4.1

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

December 31, 2010			$	85.2		$	200.1		$	34.7		$	320.0
	Client cash inflows			22.8			35.2			5.4			63.4
	Client cash outflows			(18.0	)		(21.8	)		(4.7	)		(44.5	)

		Net client cash flows		4.8			13.4			0.7			18.9

	Other⁽¹⁾			(0.2	)		—			—			(0.2	)
	Investment performance			(10.4	)		(21.0	)		(1.4	)		(32.8	)

September 30, 2011			$	79.4		$	192.5		$	34.0		$	305.9

		For the Three Months Ended September 30,							For the Nine Months Ended September 30,

(dollars in millions, except as noted)		2010		2011		% Change			2010		2011		% Change
Average assets under management (in billions)⁽¹⁾
Mutual Fund		$	70.3	$	83.7		19	%	$	60.4	$	87.6		45	%
Institutional			167.0		200.4		20	%		146.5		208.7		42	%
High Net Worth			31.2		35.4		13	%		30.4		36.1		19	%

	Total	$	268.5	$	319.5		19	%	$	237.3	$	332.4		40	%

Revenue
Mutual Fund		$	151.8	$	179.0		18	%	$	397.7	$	555.7		40	%
Institutional			171.0		199.6		17	%		445.1		640.6		44	%
High Net Worth			31.6		35.2		11	%		94.7		106.1		12	%

	Total	$	354.4	$	413.8		17	%	$	937.5	$	1,302.4		39	%

Net Income (controlling interest)
Mutual Fund		$	13.5	$	18.4		36	%	$	31.3	$	53.8		72	%
Institutional			16.8		17.7		5	%		36.8		66.3		80	%
High Net Worth⁽²⁾			3.7		4.0		8	%		8.5		4.5		(47	)%

	Total	$	34.0	$	40.1		18	%	$	76.6	$	124.6		63	%

EBITDA⁽³⁾
Mutual Fund		$	31.3	$	38.1		22	%	$	79.2	$	121.0		53	%
Institutional			61.1		64.1		5	%		144.9		213.1		47	%
High Net Worth⁽²⁾			9.9		10.7		8	%		28.1		20.9		(26	)%

	Total	$	102.3	$	112.9		10	%	$	252.2	$	355.0		41	%

		For the Three Months Ended September 30,							For the Nine Months Ended September 30,

(dollars in millions)		2010		2011		% Change			2010		2011		% Change
Compensation and related expenses		$	151.5	$	168.9		11	%	$	413.5	$	544.9		32	%
Selling, general and administrative			73.4		83.5		14	%		190.7		261.6		37	%
Amortization of intangible assets			20.5		22.1		8	%		39.1		66.3		70	%
Depreciation and other amortization			3.7		4.0		8	%		10.1		11.6		15	%
Other operating expenses			9.7		9.3		(4	)%		24.1		27.1		12	%

	Total operating expenses	$	258.8	$	287.8		11	%	$	677.5	$	911.5		35	%

		For the Three Months Ended September 30,				For the Nine Months Ended September 30,

(in millions, except shares and per share data)		2010		2011		2010			2011
Net Income (controlling interest)		$	34.0	$	40.1	$	76.6		$	124.6
	Intangible amortization⁽¹⁾⁽²⁾		26.0		26.9		59.7			80.9
	Intangible-related deferred taxes		9.8		10.4		34.9			36.2
	Imputed interest and contingent payment adjustments⁽³⁾		3.7		4.3		9.2			13.1
	Affiliate equity expense		1.8		0.4		5.3			3.7
	Affiliate depreciation		2.6		—		6.8			—

Economic Net Income		$	77.9	$	82.1	$	192.5		$	258.5

Average shares outstanding—diluted			51.9		53.0		48.7			53.2
	Assumed issuance of senior convertible securities shares		—		—		(0.5	)		—
	Assumed issuance of junior convertible securities shares		—		—		—			—
	Dilutive impact of senior convertible securities shares		—		—		0.2			—
	Dilutive impact of junior convertible securities shares		—		—		—			—

Average shares outstanding—adjusted diluted			51.9		53.0		48.4			53.2

Economic earnings per share		$	1.50	$	1.55	$	3.98		$	4.86

(in millions)	December 31, 2010		September 30, 2011

Balance Sheet Data
Cash and cash equivalents	$	313.3	$	323.3
Senior bank debt		460.0		210.0
2008 senior convertible notes		422.1		432.2
Junior convertible trust preferred securities		509.9		511.9

		For the Three Months Ended September 30,						For the Nine Months Ended September 30,

(in millions)		2010			2011			2010			2011
Cash flow from operations		$	168.4		$	243.8		$	351.5		$	554.2
	Interest expense, net of non-cash items⁽¹⁾		14.4			16.3			43.0			49.4
	Current tax provision		7.9			1.9			15.8			31.9
	Income (loss) from equity method investments, net of distributions⁽²⁾		2.9			(9.0	)		1.2			(45.6	)
	Net income (non-controlling interests)		(35.0	)		(40.0	)		(107.8	)		(145.9	)
	Net loss (non-controlling interests in partnerships)		—			—			4.4			—
	Changes in assets and liabilities		(46.2	)		(77.3	)		(18.9	)		(27.1	)
	Other non-cash adjustments⁽³⁾		(10.1	)		(22.8	)		(37.0	)		(61.9	)

EBITDA		$	102.3		$	112.9		$	252.2		$	355.0

				Payments Due

Contractual Obligations		Total		Remainder of 2011		2012-2013		2014-2015		Thereafter
(in millions)
Senior bank debt		$	210.0	$	—	$	—	$	210.0	$	—
Senior convertible securities⁽¹⁾			955.0		4.5		36.3		36.3		877.9
Junior convertible trust preferred securities			1,680.5		9.2		74.1		74.1		1,523.1
Leases			150.3		6.7		49.6		39.4		54.6
Other liabilities⁽²⁾			46.8		12.9		—		—		33.9

	Total Contractual Obligations	$	3,042.6	$	33.3	$	160.0	$	359.8	$	2,489.5

Contingent Obligations
Contingent payment obligations⁽³⁾		$	125.0	$	2.8	$	90.7	$	31.5	$	—

Period			Average Price Paid Per Share

July 1-31, 2011		—	$	—	—	1,584,706
August 1-31, 2011		312,600	$	83.62	312,600	1,272,106
September 1-30, 2011		295,800	$	81.18	295,800	976,306

	Total	608,400	$	82.92	608,400	976,306


		AFFILIATED MANAGERS GROUP, INC. (Registrant)
November 4, 2011		/s/ JAY C. HORGEN Jay C. Horgen on behalf of the Registrant as Chief Financial Officer and Treasurer (and also as Principal Financial and Principal Accounting Officer)

Exhibit No.			Description

	10.1		Affiliated Managers Group, Inc. 2011 Stock Option and Incentive Plan (incorporated by reference to the Company's Proxy Statement on Schedule 14A filed April 19, 2011).
	10.2		First Amendment to Credit Agreement dated as of July 5, 2011 among Affiliated Managers Group, Inc., Bank of America, N.A., as administrative agent, and financial institutions from time to time party to the Credit Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed July 6, 2011).
	10.3		Fifth Amended and Restated Credit Agreement dated as of November 3, 2011 among Affiliated Managers Group, Inc., the several banks and other financial institutions from time to time party thereto as lenders and Bank of America, N.A., as Administrative Agent, and the exhibits and schedules thereto (incorporated by reference to the Company's Current Report on Form 8-K filed November 4, 2011).
	10.4		Term Credit Agreement dated as of November 3, 2011 among Affiliated Managers Group, Inc., the several banks and other financial institutions from time to time party thereto as lenders and Bank of America, N.A., as Administrative Agent, and the exhibits and schedules thereto (incorporated by reference to the Company's Current Report on Form 8-K filed November 4, 2011).
	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 September 30, 2011 are furnished herewith, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the three month periods ended September 30, 2011 and 2010, (ii) the Consolidated Balance Sheets at September 30, 2011 and December 31, 2010, (iii) the Consolidated Statement of Equity for the three month period ended September 30, 2011, (iv) the Consolidated Statements of Cash Flows for the three month periods ended September 30, 2011 and 2010, and (v) the Notes to the Consolidated Financial Statements.