UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)  July 29, 2014

Affiliated Managers Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(617) 747-3300

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02                                  Results of Operations and Financial Condition.

On July 29, 2014, Affiliated Managers Group, Inc. (the “Company”) issued a press release setting forth its financial and operating results for the quarter ended June 30, 2014.  A copy of this press release is furnished as Exhibit 99.1 hereto, except for such portions which are filed, as noted below under Item 9.01.

ITEM 9.01                                  Financial Statements and Exhibits.

(d)                                 Exhibits.

The financial statement tables set forth on pages 4 through 14 in Exhibit 99.1 hereto are “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.  The remaining information in Exhibit 99.1 is being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K.

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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 hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

AMG Reports Financial and Operating Results

for the Second Quarter and First Half of 2014

Company Reports Economic EPS of $2.65; EPS of $1.77

BOSTON, July 29, 2014 — Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the second quarter and six months ended June 30, 2014.

For the second quarter of 2014, Economic earnings per share (“Economic EPS”) were $2.65, compared to $2.18 for the same period of 2013, while diluted earnings per share for the second quarter of 2014 were $1.77, compared to $1.18 for the same period of 2013.  For the second quarter of 2014, Economic net income was $149.8 million, compared to $121.1 million for the same period of 2013, and Net income was $100.1 million, compared to $64.7 million for the same period of 2013.  For the second quarter of 2014, EBITDA was $211.9 million, compared to $173.0 million for the same period of 2013.  (Economic EPS, Economic net income, and EBITDA are defined in the attached tables, along with comparisons to the appropriate GAAP measure.)

For the six months ended June 30, 2014, Economic net income was $287.7 million, while EBITDA was $403.8 million, and Net income was $177.2 million.  For the six months ended June 30, 2013, Economic net income was $245.4 million, while EBITDA was $348.0 million, and Net income was $127.1 million.

Net client cash flows for the second quarter of 2014 were $6.9 billion.  Pro forma for a pending investment in Veritas Asset Management, the aggregate assets under management of AMG’s affiliated investment management firms were approximately $625 billion at June 30, 2014.

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“AMG’s strong results for the second quarter, including Economic earnings per share of $2.65, and record assets under management of $625 billion (a 33% increase over the year-ago period), reflect continued outstanding organic growth and ongoing investment outperformance generated by our industry-leading boutiques,” stated Sean M. Healey, Chairman and Chief Executive Officer of AMG.  “The successful execution of our growth strategy, including the addition of four new Affiliates in the year-to-date, continues to enhance the earnings power of our business, and we remain focused on broadening the diversity of our earnings, further strengthening our strategic position in the most attractive return-oriented product areas, and partnering with the highest-quality boutique firms worldwide.”

“Our global distribution strategy has generated seventeen consecutive quarters of strong positive flows — with nearly $120 billion in net client cash flows over this period, including approximately $7 billion during the second quarter — and we see ongoing demand for our Affiliates’ alpha-generating strategies from institutional and retail clients around the world,” Mr. Healey continued.  “Through our boutique Affiliates, AMG is now one of the largest and fastest-growing providers of performance-oriented products globally.  It is increasingly evident that sophisticated clients prefer to engage boutique investment firms for alpha mandates, and with their excellent long-term investment performance records across a growing range of global and emerging markets equity and alternative strategies, our Affiliates are positioned to continue to win incremental new business across geographies and channels.”

“Finally, we are very pleased with the successful execution of our new investments strategy, including the addition of Veritas, EIG, River Road, and SouthernSun this year, which provide meaningful earnings accretion while further diversifying our return-oriented product set,” Mr. Healey concluded.  “Looking ahead, the transaction environment remains highly favorable for us, and our pipeline includes an array of outstanding traditional and alternative firms.  Given our two-decade track record of partnerships with leading boutique firms worldwide and the success of our strategic distribution capabilities globally, AMG has an unparalleled competitive advantage, and our unique partnership approach has never been more attractive to outstanding boutique firms around the world.”

About Affiliated Managers Group

AMG is a global asset management company with equity investments in leading boutique investment management firms.  AMG’s innovative partnership approach allows each Affiliate’s management team to own significant equity in their firm while maintaining operational autonomy.  AMG’s strategy is to generate growth through the internal growth of existing Affiliates, as well as through investments in new Affiliates.  In addition, AMG provides centralized assistance to its Affiliates in strategic matters, marketing, distribution, product development and operations.  As of June 30, 2014, the aggregate assets under management of AMG’s Affiliates were approximately $625 billion, pro forma for a pending investment, in more than 400 investment products across a broad range of investment styles, asset classes and distribution channels.  For more information, please visit the Company’s website at www.amg.com.

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the

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federal securities laws.  Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including changes in the securities or financial markets or in general economic conditions, the availability of equity and debt financing, competition for acquisitions of interests in investment management firms, the ability to close pending investments, the investment performance of our Affiliates and their ability to effectively market their investment strategies, and other risks detailed from time to time in AMG’s filings with the Securities and Exchange Commission.  Reference is hereby made to the “Risk Factors” set forth in the Company’s Form 10-K for the year ended December 31, 2013.

AMG routinely posts information that may be significant for investors in the Investor Relations section of its website, and encourages investors to consult that section regularly.  For additional information, please visit www.amg.com.

Financial Tables Follow

A teleconference will be held with AMG’s management at 11:00 a.m. Eastern time today.  Parties interested in listening to the teleconference should dial 1-877-407-9210 (domestic calls) or 1-201-689-8049 (international calls) starting at 10:45 a.m. Eastern time.  Those wishing to listen to the teleconference should dial the appropriate number at least ten minutes before the call begins.

The teleconference will also be available for replay beginning approximately one hour after the conclusion of the call.  To hear a replay of the call, please dial 1-877-660-6853 (domestic calls) or 1-201-612-7415 (international calls) and provide conference ID 13587052.  The live call and replay of the session, and additional financial information referenced during the teleconference, can also be accessed via the Web at http://www.amg.com/InvestorRelations/.

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Affiliated Managers Group, Inc.

Financial Highlights

(in millions, except per share data)

(more)

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Affiliated Managers Group, Inc.

Financial Highlights

(in millions, except per share data)

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Affiliated Managers Group, Inc.

Reconciliations of Earnings Per Share Calculation

(in millions, except per share data)

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Affiliated Managers Group, Inc.

Reconciliations of Average Shares Outstanding

(in millions)

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Affiliated Managers Group, Inc.

Operating Results

(in millions)

Assets Under Management

Statement of Changes - Quarter to Date

Statement of Changes - Year to Date

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Affiliated Managers Group, Inc.

Operating Results

(in millions)

Financial Results

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Affiliated Managers Group, Inc.

Reconciliations of Performance Measures

(in millions)

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Affiliated Managers Group, Inc.

Consolidated Statements of Income

(in millions, except per share data)

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Affiliated Managers Group, Inc.

Consolidated Balance Sheets

(in millions)

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Affiliated Managers Group, Inc.

Notes

(in millions, except per share data)

(A)                               Under our Economic net income (controlling interest) definition, we add to Net income (controlling interest) our share of amortization (including equity method amortization) and impairments, deferred taxes related to intangible assets, and other economic items which includes non-cash imputed interest (principally related to the accounting for convertible securities and contingent payment arrangements) and certain Affiliate equity expenses.  We consider Economic net income an important measure of our financial performance, as we believe it best represents operating performance before non-cash expenses relating to the acquisition of interests in our affiliated investment management firms, and it is therefore employed as our principal performance benchmark.  This non-GAAP performance measure is provided in addition to, but not as a substitute for, Net income (controlling interest) or any other GAAP measure of financial performance or liquidity.

We add back amortization and impairments attributable to acquired client relationships because these expenses do not correspond to the changes in the value of these assets, which do not diminish predictably over time.  The portion of deferred taxes generally attributable to intangible assets (including goodwill) is added back because we believe it is unlikely these accruals will be used to settle material tax obligations.  We add back non-cash imputed interest and reductions or increases in contingent payment arrangements to better reflect our contractual interest obligations.  We add back non-cash expenses relating to certain transfers of equity between Affiliate management partners when these transfers have no dilutive effect to shareholders.

(B)                               EBITDA (controlling interest) represents the controlling interest’s performance before our share of interest expense, income taxes, depreciation and amortization.  We believe that many investors use this information when comparing the financial performance of companies in the investment management industry.  EBITDA, as calculated by us, may not be consistent with computations of EBITDA by other companies.  This non-GAAP performance measure is provided in addition to, but not as a substitute for, Net income (controlling interest) or any other GAAP measure of financial performance or liquidity.

(C)                               Economic earnings per share represents Economic net income (controlling interest) divided by the adjusted diluted average shares outstanding.  In this calculation, the potential share issuance in connection with our convertible securities is measured using a “treasury stock” method.  Under this method, only the net number of shares of common stock equal to the value of the convertible 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.  Economic earnings per share is provided in addition to, but not as a substitute for, Earnings per share- diluted or any other GAAP measure of financial performance.

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(D)                               We completed our investment in SouthernSun Asset Management, LLC in the first quarter of 2014; and we completed our investments in EIG Global Energy Partners, LLC and River Road Asset Management, LLC in the second quarter of 2014.

(E)                                Other includes assets under management attributable to Affiliate product transitions, new investment client transitions and transfers of our interests in certain Affiliated investment management firms, the financial effects of which are not material to our ongoing results.

(F)                                 In the first quarter of 2014, we settled our 2006 junior convertible trust preferred securities and recognized a one-time expense of $18.8 ($11.6 net of tax) primarily related to the difference between the carrying value and the fair value of the debt.

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

* Taxes attributable to controlling interests divided by controlling interest share of the consolidated income before taxes.

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