UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020

~~FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019~~

☐

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: 001-35826

Artisan Partners Asset Management Inc.

(Exact name of registrant as specified in its charter)


Delaware			45-0969585
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

875 E. Wisconsin Avenue, Suite 800
Milwaukee,	WI	53202
(Address of principal executive offices)			(Zip Code)

(414) 390-6100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	APAM	New York Stock Exchange

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

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

Large accelerated filer

☑

Accelerated filer

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Non-accelerated filer

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Smaller reporting company

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Emerging growth company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of outstanding shares of the registrant’s Class A common stock, par value $0.01 per share, Class B common stock, par value $0.01 per share, and Class C common stock, par value $0.01 per share, as of ~~October 25, 2019~~April 24, 2020 were ~~56,260,602, 7,853,364~~60,647,331, 5,980,743 and ~~13,687,888,~~11,962,349, respectively.

Table of Contents

TABLE OF CONTENTS


			Page
Part I	Financial Information
Item 1.		Unaudited Consolidated Financial Statements
	Unaudited Condensed Consolidated Statements of Financial Condition as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019		1
	Unaudited Consolidated Statements of Operations for the three ~~and~~ ~~nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018~~2019		2
	Unaudited Consolidated Statements of Comprehensive Income for the three ~~and~~ ~~nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018~~2019		3
	Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the three ~~and~~ ~~nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018~~2019		4
	Unaudited Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018~~2019		65
	Notes to Unaudited Consolidated Financial Statements		76
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		2321
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		4136
Item 4.		Controls and Procedures		4136
Part II	Other Information
Item 1.		Legal Proceedings		4237
Item 1A.		Risk Factors		4237
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		4237
Item 3.		Defaults Upon Senior Securities		4237
Item 4.		Mine Safety Disclosures		4237
Item 5.		Other Information		4237
Item 6.		Exhibits		4237
	Signatures		4338

Except where the context requires otherwise, in this report, references to the “Company”, “Artisan”, “we”, “us” or “our” refer to Artisan Partners Asset Management Inc. (“APAM”) and its direct and indirect subsidiaries, including Artisan Partners Holdings LP (“Artisan Partners Holdings” or “Holdings”). On March 12, 2013, APAM closed its initial public offering and related corporate reorganization. Prior to that date, APAM was a subsidiary of Artisan Partners Holdings.

Forward-Looking Statements

This report contains, and from time to time our management may make, forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements regarding future events and our future performance, as well as management’s current expectations, beliefs, plans, estimates, or projections relating to the future, are forward-looking statements within the meaning of these laws. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue”, the negative of these terms and other comparable terminology. Forward-looking statements are only predictions based on current expectations and projections about future events. Forward-looking statements are subject to a number of risks and uncertainties, and there are important factors that could cause actual results, level of activity, performance, actions or achievements to differ materially from the results, level of activity, performance, actions or achievements expressed or implied by the forward-looking statements. These factors include: the loss of key investment professionals or senior management, adverse market or economic conditions, poor performance of our investment strategies, change in the legislative and regulatory environment in which we operate, operational or technical errors or other damage to our reputation and other factors disclosed in the Company’s filings with the Securities and Exchange Commission, including those factors listed under the caption entitled “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018,~~2019, filed with the SEC on February ~~20, 2019, which is~~18, 2020, as such factors may be updated from time to time. Our periodic and current reports are accessible on the SEC’s website at www.sec.gov. We undertake no obligation to publicly update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this report, except as required by law.

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Forward-looking statements include, but are not limited to, statements about:

•our anticipated future results of operations;

•our potential operating performance and ~~efficiency;~~efficiency, including our ability to operate under different and unique circumstances;

•our expectations with respect to the performance of our investment strategies

•our expectations with respect to future levels of assets under management, including the capacity of our strategies and client cash inflows and outflows;

•our expectations with respect to industry trends and how those trends may impact our business;

•our financing plans, cash needs and liquidity position;

•our intention to pay dividends and our expectations about the amount of those dividends;

•our expected levels of compensation of our employees, including equity compensation;

•our expectations with respect to future expenses and the level of future expenses;

•our expected tax rate, and our expectations with respect to deferred tax assets; and

•our estimates of future amounts payable pursuant to our tax receivable agreements.

Table of Contents

Part I — Financial Information

Item 1. Unaudited Consolidated Financial Statements

ARTISAN PARTNERS ASSET MANAGEMENT INC.

Unaudited Condensed Consolidated Statements of Financial Condition

(U.S. dollars in thousands, except per share amount)


		September 30, 2019		December 31, 2018			March 31, 2020		December 31, 2019

ASSETS	ASSETS									ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	169,558	$	160,463	Cash and cash equivalents	$	170,749	$	134,621
Accounts receivable	Accounts receivable	91,313		67,691		Accounts receivable	96,712		81,868
Investment securities	Investment securities	22,438		18,109		Investment securities	4,865		23,878
Property and equipment, net	Property and equipment, net	40,963		29,138		Property and equipment, net	38,782		39,495
Deferred tax assets	Deferred tax assets	441,494		429,128		Deferred tax assets	466,973		435,897
Restricted cash	Restricted cash	629		629		Restricted cash	629		629
Prepaid expenses and other assets	Prepaid expenses and other assets	12,165		13,674		Prepaid expenses and other assets	12,957		12,688
Operating lease assets	Operating lease assets	88,849		—		Operating lease assets	84,395		87,155
Assets of consolidated investment products	Assets of consolidated investment products					Assets of consolidated investment products
Cash and cash equivalents	Cash and cash equivalents	3,739		14,443		Cash and cash equivalents	6,646		9,005
Accounts receivable and other	Accounts receivable and other	1,512		5,566		Accounts receivable and other	1,655		1,647
Investment assets, at fair value	Investment assets, at fair value	93,293		66,173		Investment assets, at fair value	89,631		106,736
Total assets	Total assets	$	965,953	$	805,014	Total assets	$	973,994	$	933,619

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND STOCKHOLDERS’ EQUITY	LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND STOCKHOLDERS’ EQUITY									LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND STOCKHOLDERS’ EQUITY
Accounts payable, accrued expenses, and other	Accounts payable, accrued expenses, and other	$	20,058	$	27,221	Accounts payable, accrued expenses, and other	$	18,869	$	19,926
Accrued incentive compensation	Accrued incentive compensation	80,589		12,689		Accrued incentive compensation	70,046		16,159
Borrowings	Borrowings	199,057		199,296		Borrowings	199,148		199,103
Operating lease liabilities	Operating lease liabilities	102,846		—		Operating lease liabilities	97,793		101,154
Amounts payable under tax receivable agreements	Amounts payable under tax receivable agreements	373,725		369,355		Amounts payable under tax receivable agreements	406,177		375,324
Liabilities of consolidated investment products	Liabilities of consolidated investment products					Liabilities of consolidated investment products
Accounts payable, accrued expenses, and other	Accounts payable, accrued expenses, and other	22,503		4,712		Accounts payable, accrued expenses, and other	30,335		34,156
Investment liabilities, at fair value	Investment liabilities, at fair value	5,496		16,905		Investment liabilities, at fair value	3,655		6,186
Total liabilities	Total liabilities	804,274		630,178		Total liabilities	826,023		752,008
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Redeemable noncontrolling interests	Redeemable noncontrolling interests	39,033		34,349		Redeemable noncontrolling interests	37,223		43,110
Common stock	Common stock					Common stock
Class A common stock ($0.01 par value per share, 500,000,000 shares authorized, 56,261,026 and 54,071,188 shares outstanding at September 30, 2019 and December 31, 2018, respectively)		563		541
Class B common stock ($0.01 par value per share, 200,000,000 shares authorized, 7,853,364 and 8,645,249 shares outstanding at September 30, 2019 and December 31, 2018, respectively)		78		86
Class C common stock ($0.01 par value per share, 400,000,000 shares authorized, 13,687,888 and 14,226,435 shares outstanding at September 30, 2019 and December 31, 2018, respectively)		137		142
Class A common stock ($0.01 par value per share, 500,000,000 shares authorized, 60,647,331 and 56,429,825 shares outstanding at March 31, 2020 and December 31, 2019, respectively)						Class A common stock ($0.01 par value per share, 500,000,000 shares authorized, 60,647,331 and 56,429,825 shares outstanding at March 31, 2020 and December 31, 2019, respectively)	606		564
Class B common stock ($0.01 par value per share, 200,000,000 shares authorized, 5,980,743 and 7,803,364 shares outstanding at March 31, 2020 and December 31, 2019, respectively)						Class B common stock ($0.01 par value per share, 200,000,000 shares authorized, 5,980,743 and 7,803,364 shares outstanding at March 31, 2020 and December 31, 2019, respectively)	60		78
Class C common stock ($0.01 par value per share, 400,000,000 shares authorized, 11,962,349 and 13,568,665 shares outstanding at March 31, 2020 and December 31, 2019, respectively)						Class C common stock ($0.01 par value per share, 400,000,000 shares authorized, 11,962,349 and 13,568,665 shares outstanding at March 31, 2020 and December 31, 2019, respectively)	120		136
Additional paid-in capital	Additional paid-in capital	83,552		97,553		Additional paid-in capital	86,224		89,149
Retained earnings (deficit)		36,752		38,617
Retained earnings						Retained earnings	21,294		44,455
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(2,429)		(1,895)		Accumulated other comprehensive income (loss)	(2,475)		(1,425)
Total Artisan Partners Asset Management Inc. stockholders’ equity	Total Artisan Partners Asset Management Inc. stockholders’ equity	118,653		135,044		Total Artisan Partners Asset Management Inc. stockholders’ equity	105,829		132,957
Noncontrolling interests - Artisan Partners Holdings	Noncontrolling interests - Artisan Partners Holdings	3,993		5,443		Noncontrolling interests - Artisan Partners Holdings	4,919		5,544
Total stockholders’ equity	Total stockholders’ equity	122,646		140,487		Total stockholders’ equity	$	110,748	$	138,501
Total liabilities, redeemable noncontrolling interests, and stockholders’ equity	Total liabilities, redeemable noncontrolling interests, and stockholders’ equity	$	965,953	$	805,014	Total liabilities, redeemable noncontrolling interests, and stockholders’ equity	$	973,994	$	933,619

The accompanying notes are an integral part of the consolidated financial statements.

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ARTISAN PARTNERS ASSET MANAGEMENT INC.

Unaudited Consolidated Statements of Operations

(U.S. dollars in thousands, except per share amounts)


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018		2019		2018			2020		2019
Revenues	Revenues									Revenues
Management fees	Management fees	$	202,806	$	212,738	$	586,070	$	634,733	Management fees	$	199,904	$	186,864
Performance fees	Performance fees	155		50		4,580		2,359		Performance fees	2,932		98
Total revenues	Total revenues	$	202,961	$	212,788	$	590,650	$	637,092	Total revenues	$	202,836	$	186,962
Operating Expenses	Operating Expenses									Operating Expenses

Compensation and benefits	Compensation and benefits	99,847		102,741		300,615		314,709		Compensation and benefits	104,717		99,282
Distribution, servicing and marketing	Distribution, servicing and marketing	5,929		6,566		17,168		20,422		Distribution, servicing and marketing	5,548		5,403
Occupancy	Occupancy	5,214		5,337		18,122		13,564		Occupancy	5,189		7,567
Communication and technology	Communication and technology	9,788		9,556		29,485		27,182		Communication and technology	9,205		9,428
General and administrative	General and administrative	6,635		6,751		21,122		20,515		General and administrative	7,217		7,550
Total operating expenses	Total operating expenses	127,413		130,951		386,512		396,392		Total operating expenses	131,876		129,230
Total operating income	Total operating income	75,548		81,837		204,138		240,700		Total operating income	70,960		57,732
Non-operating income (expense)	Non-operating income (expense)									Non-operating income (expense)
Interest expense	Interest expense	(2,760)		(2,823)		(8,362)		(8,445)		Interest expense	(2,685)		(2,775)
Net investment gain (loss) of consolidated investment products	Net investment gain (loss) of consolidated investment products	619		238		5,008		9,464		Net investment gain (loss) of consolidated investment products	(12,924)		2,346
Other investment gain (loss)		1,007		1,386		4,347		2,500
Net gain (loss) on the tax receivable agreements		(19,557)		251		(19,557)		251
Other net investment gain (loss)										Other net investment gain (loss)	(2,257)		1,957

Total non-operating income (expense)	Total non-operating income (expense)	(20,691)		(948)		(18,564)		3,770		Total non-operating income (expense)	(17,866)		1,528
Income before income taxes	Income before income taxes	54,857		80,889		185,574		244,470		Income before income taxes	53,094		59,260
Provision for income taxes	Provision for income taxes	(7,355)		14,172		13,571		38,444		Provision for income taxes	9,451		9,442
Net income before noncontrolling interests	Net income before noncontrolling interests	62,212		66,717		172,003		206,026		Net income before noncontrolling interests	43,643		49,818
Less: Net income attributable to noncontrolling interests - Artisan Partners Holdings	Less: Net income attributable to noncontrolling interests - Artisan Partners Holdings	20,556		24,021		57,660		73,380		Less: Net income attributable to noncontrolling interests - Artisan Partners Holdings	16,112		17,309
Less: Net income attributable to noncontrolling interests - consolidated investment products		400		178		2,360		6,848
Less: Net income (loss) attributable to noncontrolling interests - consolidated investment products										Less: Net income (loss) attributable to noncontrolling interests - consolidated investment products	(7,294)		970
Net income attributable to Artisan Partners Asset Management Inc.	Net income attributable to Artisan Partners Asset Management Inc.	$	41,256	$	42,518	$	111,983	$	125,798	Net income attributable to Artisan Partners Asset Management Inc.	$	34,825	$	31,539

Basic and diluted earnings per share	Basic and diluted earnings per share	$	0.71	$	0.77	$	1.87	$	2.27	Basic and diluted earnings per share	$	0.53	$	0.47
Basic and diluted weighted average number of common shares outstanding	Basic and diluted weighted average number of common shares outstanding	51,448,938		49,399,553		50,950,618		48,607,837		Basic and diluted weighted average number of common shares outstanding	53,265,479		50,145,684
Dividends declared per Class A common share	Dividends declared per Class A common share	$	0.60	$	0.60	$	2.74	$	2.59	Dividends declared per Class A common share	$	1.28	$	1.59

The accompanying notes are an integral part of the consolidated financial statements.

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ARTISAN PARTNERS ASSET MANAGEMENT INC.

Unaudited Consolidated Statements of Comprehensive Income

(U.S. dollars in thousands)


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018		2019		2018			2020		2019
Net income before noncontrolling interests	Net income before noncontrolling interests	$	62,212	$	66,717	$	172,003	$	206,026	Net income before noncontrolling interests	$	43,643	$	49,818
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax									Other comprehensive income (loss), net of tax

Foreign currency translation gain (loss)	Foreign currency translation gain (loss)	(580)		(208)		(662)		(618)		Foreign currency translation gain (loss)	(1,242)		378
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(580)		(208)		(662)		(618)		Total other comprehensive income (loss)	(1,242)		378
Comprehensive income	Comprehensive income	61,632		66,509		171,341		205,408		Comprehensive income	42,401		50,196
Comprehensive income attributable to noncontrolling interests - Artisan Partners Holdings	Comprehensive income attributable to noncontrolling interests - Artisan Partners Holdings	20,400		23,961		57,532		73,254		Comprehensive income attributable to noncontrolling interests - Artisan Partners Holdings	15,920		17,449
Comprehensive income attributable to noncontrolling interests - consolidated investment products		400		178		2,360		6,848
Comprehensive income (loss) attributable to noncontrolling interests - consolidated investment products										Comprehensive income (loss) attributable to noncontrolling interests - consolidated investment products	(7,294)		970
Comprehensive income attributable to Artisan Partners Asset Management Inc.	Comprehensive income attributable to Artisan Partners Asset Management Inc.	$	40,832	$	42,370	$	111,449	$	125,306	Comprehensive income attributable to Artisan Partners Asset Management Inc.	$	33,775	$	31,777

The accompanying notes are an integral part of the consolidated financial statements.

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ARTISAN PARTNERS ASSET MANAGEMENT INC.

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

(U.S. dollars in thousands)


Three months ended September 30, 2019
Three months ended March 31, 2020																				Three months ended March 31, 2020
		Class A Common stock		Class B Common stock		Class C Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Non-controlling interests - Artisan Partners Holdings		Total stockholders’ equity		Redeemable non-controlling interest			Class A Common stock		Class B Common stock		Class C Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Non-controlling interests - Artisan Partners Holdings		Total stockholders’ equity		Redeemable non-controlling interest

Balance at July 1, 2019		$	561	$	79	$	138	$	76,944	$	29,365	$	(2,006)	$	2,172	$	107,253	$	38,304
Balance at January 1, 2020																				Balance at January 1, 2020	$	564	$	78	$	136	$	89,149	$	44,455	$	(1,425)	$	5,544	$	138,501	$	43,110
Net income	Net income	—		—		—		—		41,256		—		20,556		61,812		400		Net income	—		—		—		—		34,825		—		16,112		50,937		(7,294)
Other comprehensive income - foreign currency translation	Other comprehensive income - foreign currency translation	—		—		—		—		—		(418)		(162)		(580)		—		Other comprehensive income - foreign currency translation	—		—		—		—		—		(930)		(312)		(1,242)		—
Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax	Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax	—		—		—		(627)		—		(5)		632		—		—		Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax	—		—		—		521		—		(120)		(401)		—		—
Amortization of equity-based compensation	Amortization of equity-based compensation	—		—		—		7,239		—		—		2,738		9,977		—		Amortization of equity-based compensation	—		—		—		7,391		—		—		2,304		9,695		—
Deferred tax assets, net of amounts payable under tax receivable agreements	Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		180		—		—		—		180		—		Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		7,104		—		—		—		7,104		—
Issuance of Class A common stock, net of issuance costs	Issuance of Class A common stock, net of issuance costs	—		—		—		(1)		—		—		—		(1)		—		Issuance of Class A common stock, net of issuance costs	18		—		—		62,807		—		—		—		62,825		—

Forfeitures and employee/partner terminations																				Forfeitures and employee/partner terminations	—		—		—		—		—		—		—		—		—
Issuance of restricted stock awards																				Issuance of restricted stock awards	9		—		—		(9)		—		—		—		—		—
Employee net share settlement	Employee net share settlement	—		—		—		(183)		—		—		(71)		(254)		—		Employee net share settlement	(1)		—		—		(3,314)		—		—		(1,215)		(4,530)		—
Exchange of subsidiary equity	Exchange of subsidiary equity	2		(1)		(1)		—		—		—		—		—		—		Exchange of subsidiary equity	16		—		(16)		—		—		—		—		—		—

Purchase of equity and subsidiary equity																				Purchase of equity and subsidiary equity	—		(18)		—		(63,009)		—		—		—		(63,027)		—
Capital contributions, net	Capital contributions, net	—		—		—		—		—		—		—		—		329		Capital contributions, net	—		—		—		—		—		—		—		—		3,848

Impact of deconsolidation of CIPs																				Impact of deconsolidation of CIPs	—		—		—		—		—		—		—		—		(2,441)
Distributions	Distributions	—		—		—		—		—		—		(21,828)		(21,828)		—		Distributions	—		—		—		—		—		—		(17,076)		(17,076)		—
Dividends	Dividends	—		—		—		—		(33,869)		—		(44)		(33,913)		—		Dividends	—		—		—		(14,416)		(57,986)		—		(37)		(72,439)		—
Balance at September 30, 2019		$	563	$	78	$	137	$	83,552	$	36,752	$	(2,429)	$	3,993	$	122,646	$	39,033
Balance at March 31, 2020																				Balance at March 31, 2020	$	606	$	60	$	120	$	86,224	$	21,294	$	(2,475)	$	4,919	$	110,748	$	37,223


Three months ended September 30, 2018
Three months ended March 31, 2019																				Three months ended March 31, 2019
		Class A Common stock		Class B Common stock		Class C Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Non-controlling interests - Artisan Partners Holdings		Total stockholders’ equity		Redeemable non-controlling interest			Class A Common stock		Class B Common stock		Class C Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Non-controlling interests - Artisan Partners Holdings		Total stockholders’ equity		Redeemable non-controlling interest

Balance at July 1, 2018		$	540	$	88	$	142	$	82,791	$	28,694	$	(1,477)	$	2,979	$	113,757	$	96,474
Balance at January 1, 2019																				Balance at January 1, 2019	$	541	$	86	$	142	$	97,553	$	38,617	$	(1,895)	$	5,443	$	140,487	$	34,349
Net income	Net income	—		—		—		—		42,518		—		24,021		66,539		178		Net income	—		—		—		—		31,539		—		17,309		48,848		970
Other comprehensive income - foreign currency translation	Other comprehensive income - foreign currency translation	—		—		—		—		—		(145)		(63)		(208)		—		Other comprehensive income - foreign currency translation	—		—		—		—		—		262		116		378		—

Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax	Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax	—		—		—		(667)		—		(2)		669		—		—		Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax	—		—		—		(91)		—		(25)		116		—		—
Amortization of equity-based compensation	Amortization of equity-based compensation	—		—		—		8,988		—		—		3,769		12,757		—		Amortization of equity-based compensation	—		—		—		8,990		—		—		3,359		12,349		—
Deferred tax assets, net of amounts payable under tax receivable agreements	Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		30		—		—		—		30		—		Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		1,679		—		—		—		1,679		—
Issuance of Class A common stock, net of issuance costs	Issuance of Class A common stock, net of issuance costs	—		—		—		(1)		—		—		—		(1)		—		Issuance of Class A common stock, net of issuance costs	—		—		—		(10)		—		—		—		(10)		—
Forfeitures and employee/partner terminations	Forfeitures and employee/partner terminations	—		—		—		—		—		—		—		—		—		Forfeitures and employee/partner terminations	—		—		—		—		—		—		—		—		—

Issuance of restricted stock awards																				Issuance of restricted stock awards	10		—		—		(10)		—		—		—		—		—
Employee net share settlement	Employee net share settlement	(1)		—		—		(532)		—		—		(226)		(759)		—		Employee net share settlement	(1)		—		—		(1,287)		—		—		(536)		(1,824)		—
Exchange of subsidiary equity	Exchange of subsidiary equity	1		(1)		—		—		—		—		—		—		—		Exchange of subsidiary equity	6		(6)		—		—		—		—		—		—		—

Capital Contributions, net	Capital Contributions, net	—		—		—		—		—		—		—		—		13,660		Capital Contributions, net	—		—		—		—		—		—		—		—		1,228
Impact of deconsolidation of CIPs		—		—		—		—		—		—		—		—		(79,631)

Distributions	Distributions	—		—		—		—		—		—		(22,674)		(22,674)		—		Distributions	—		—		—		—		—		—		(22,591)		(22,591)		—
Dividends	Dividends	—		—		—		—		(32,534)		—		(19)		(32,553)		—		Dividends	—		—		—		(37,353)		(48,965)		—		(48)		(86,366)		—
Balance at September 30, 2018		$	540	$	87	$	142	$	90,609	$	38,678	$	(1,624)	$	8,456	$	136,888	$	30,681
Balance at March 31, 2019																				Balance at March 31, 2019	$	556	$	80	$	142	$	69,471	$	21,191	$	(1,658)	$	3,168	$	92,950	$	36,547

The accompanying notes are an integral part of the consolidated financial statements.	The accompanying notes are an integral part of the consolidated financial statements.																																					The accompanying notes are an integral part of the consolidated financial statements.

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~~ARTISAN PARTNERS ASSET MANAGEMENT INC.~~

~~Unaudited Consolidated Statements of Changes in Stockholders’ Equity~~

~~(U.S. dollars in thousands)~~

Nine months ended September 30, 2019
Class A Common stock Class B Common stock Class C Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Non-controlling interests - Artisan Partners Holdings Total stockholders’ equity Redeemable non-controlling interest
Balance at January 1, 2019 $ 541 $ 86 $ 142 $ 97,553 $ 38,617 $ (1,895) $ 5,443 $ 140,487 34,349
Net income — — — — 111,983 — 57,660 169,643 2,360
Other comprehensive income - foreign currency translation — — — — — (488) (174) (662) —
Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax — — — (2,455) — (46) 2,501 — —
Amortization of equity-based compensation — — — 24,968 — — 9,431 34,399 —
Deferred tax assets, net of amounts payable under tax receivable agreements — — — 2,338 — — — 2,338 —
Issuance of Class A common stock, net of issuance costs — — — (19) — — — (19) —
Forfeitures and employee/partner terminations — — — — — — — — —
Issuance of restricted stock awards 10 — — (10) — — — — —
Employee net share settlement (1) — — (1,470) — — (607) (2,078) —
Exchange of subsidiary equity 13 (8) (5) — — — — — —
Capital Contributions, net — — — — — — — — 2,324
Distributions — — — — — — (70,152) (70,152) —
Dividends — — — (37,353) (113,848) — (109) (151,310) —
Balance at September 30, 2019 $ 563 $ 78 $ 137 $ 83,552 $ 36,752 $ (2,429) $ 3,993 $ 122,646 $ 39,033

Nine months ended September 30, 2018
Class A Common stock Class B Common stock Class C Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Non-controlling interests - Artisan Partners Holdings Total stockholders’ equity Redeemable non-controlling interest
Balance at January 1, 2018 $ 505 $ 119 $ 132 $ 147,910 $ (37,870) $ (873) $ (1,858) $ 108,065 62,581
Net income — — — — 125,798 — 73,380 199,178 6,848
Other comprehensive income - foreign currency translation — — — — — (447) (171) (618) —
Other comprehensive income - available for sale investments, net of tax — — — — 358 (260) — 98 —
Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax — — — (3,758) — (44) 3,802 — —
Amortization of equity-based compensation — — — 29,701 — — 12,625 42,326 —
Deferred tax assets, net of amounts payable under tax receivable agreements — — — 4,199 — — — 4,199 —
Issuance of Class A common stock, net of issuance costs 6 — — 21,284 — — — 21,290 —
Forfeitures and employee/partner terminations 5 (20) 15 — — — — — —
Issuance of restricted stock awards 15 — — (15) — — — — —
Employee net share settlement (2) — — (1,742) — — (820) (2,564) —
Exchange of subsidiary equity 11 (6) (5) — — — — — —
Purchase of equity and subsidiary equity — (6) — (21,472) — — — (21,478) —
Capital Contributions, net — — — — — — — — 40,883
Impact of deconsolidation of CIPs — — — — — — — — (79,631)
Distributions — — — — — — (78,418) (78,418) —
Dividends — — — (85,498) (49,608) — (84) (135,190) —
Balance at September 30, 2018 $ 540 $ 87 $ 142 $ 90,609 $ 38,678 $ (1,624) $ 8,456 $ 136,888 $ 30,681

~~The accompanying notes are an integral part of the consolidated financial statements.~~

~~Table of Contents~~

ARTISAN PARTNERS ASSET MANAGEMENT INC.

Unaudited Consolidated Statements of Cash Flows

(U.S. dollars in thousands)


		For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018			2020		2019
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income before noncontrolling interests	Net income before noncontrolling interests	$	172,003	$	206,026	Net income before noncontrolling interests	$	43,643	$	49,818
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	4,567		4,257		Depreciation and amortization	1,624		1,471
Deferred income taxes	Deferred income taxes	(218)		19,468		Deferred income taxes	6,881		7,493

Asset impairment	Asset impairment	2,107		—		Asset impairment	—		2,003
Noncash lease expense	Noncash lease expense	1,668		1,522		Noncash lease expense	(789)		745
Net (gain) loss on unconsolidated seed investment securities		(3,374)		(1,592)
Net (gain) loss on the tax receivable agreements		19,557		(251)
Loss on disposal of property and equipment		131		11
Net investment (gain) loss on unconsolidated seed investment securities						Net investment (gain) loss on unconsolidated seed investment securities	2,379		(1,615)

(Gain) loss on disposal of property and equipment						(Gain) loss on disposal of property and equipment	(6)		17
Amortization of debt issuance costs	Amortization of debt issuance costs	345		343		Amortization of debt issuance costs	118		114
Share-based compensation	Share-based compensation	34,399		42,326		Share-based compensation	9,695		12,349
Net investment (gain) loss of consolidated investment products	Net investment (gain) loss of consolidated investment products	(5,008)		(9,464)		Net investment (gain) loss of consolidated investment products	12,924		(2,346)
Purchase of investments by consolidated investment products	Purchase of investments by consolidated investment products	(94,252)		(602,736)		Purchase of investments by consolidated investment products	(29,092)		(36,758)
Proceeds from sale of investments by consolidated investment products	Proceeds from sale of investments by consolidated investment products	53,186		579,599		Proceeds from sale of investments by consolidated investment products	30,160		16,871

Change in assets and liabilities resulting in an increase (decrease) in cash:	Change in assets and liabilities resulting in an increase (decrease) in cash:					Change in assets and liabilities resulting in an increase (decrease) in cash:
Accounts receivable	Accounts receivable	(23,623)		(126)		Accounts receivable	(14,841)		(11,566)
Prepaid expenses and other assets	Prepaid expenses and other assets	(5)		(883)		Prepaid expenses and other assets	10,762		(862)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	70,708		78,506		Accounts payable and accrued expenses	52,729		48,695
Net change in operating assets and liabilities of consolidated investment products	Net change in operating assets and liabilities of consolidated investment products	29,392		11,241		Net change in operating assets and liabilities of consolidated investment products	(5,690)		7,425
Net cash provided by operating activities	Net cash provided by operating activities	261,583		328,247		Net cash provided by operating activities	120,497		93,854
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Acquisition of property and equipment	Acquisition of property and equipment	(2,958)		(1,598)		Acquisition of property and equipment	(631)		(1,284)
Leasehold improvements	Leasehold improvements	(13,702)		(7,267)		Leasehold improvements	(167)		(3,554)

Proceeds from sale of investment securities						Proceeds from sale of investment securities	5,633		—
Purchase of investment securities	Purchase of investment securities	(10)		(250)		Purchase of investment securities	(1,260)		—

Net cash used in investing activities		(16,670)		(9,115)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	3,575		(4,838)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Partnership distributions	Partnership distributions	(70,152)		(78,418)		Partnership distributions	(17,076)		(22,591)
Dividends paid	Dividends paid	(151,310)		(135,190)		Dividends paid	(72,439)		(86,366)

Payment of debt issuance costs		(308)		—
Proceeds from issuance of notes payable		50,000		—
Principal payments on notes payable		(50,000)		—
Payment under the tax receivable agreements		(24,998)		(36,111)

Net proceeds from issuance of common stock	Net proceeds from issuance of common stock	—		21,478		Net proceeds from issuance of common stock	63,027		—
Payment of costs directly associated with the issuance of Class A common stock	Payment of costs directly associated with the issuance of Class A common stock	—		(166)		Payment of costs directly associated with the issuance of Class A common stock	(106)		—
Purchase of equity and subsidiary equity	Purchase of equity and subsidiary equity	—		(21,478)		Purchase of equity and subsidiary equity	(63,027)		—
Taxes paid related to employee net share settlement	Taxes paid related to employee net share settlement	(2,078)		(2,564)		Taxes paid related to employee net share settlement	(4,530)		(1,824)

Capital contributions to consolidated investment products, net	Capital contributions to consolidated investment products, net	2,324		40,883		Capital contributions to consolidated investment products, net	3,848		1,228
Net cash used in financing activities	Net cash used in financing activities	(246,522)		(211,566)		Net cash used in financing activities	(90,303)		(109,553)
Net increase (decrease) in cash and cash equivalents		(1,609)		107,566
Net cash impact of deconsolidation of CIPs		—		(39,759)
Net increase (decrease) in cash, cash equivalents, and restricted cash						Net increase (decrease) in cash, cash equivalents, and restricted cash	33,769		(20,537)

Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash					Cash, cash equivalents and restricted cash
Beginning of period	Beginning of period	175,535		159,796		Beginning of period	144,255		175,535
End of period	End of period	$	173,926	$	227,603	End of period	$	178,024	$	154,998

Cash, cash equivalents and restricted cash as of the end of the period	Cash, cash equivalents and restricted cash as of the end of the period					Cash, cash equivalents and restricted cash as of the end of the period
Cash and cash equivalents	Cash and cash equivalents	$	169,558	$	211,431	Cash and cash equivalents	$	170,749	$	152,217
Restricted cash	Restricted cash	629		629		Restricted cash	629		629
Cash and cash equivalents of consolidated investment products	Cash and cash equivalents of consolidated investment products	3,739		15,543		Cash and cash equivalents of consolidated investment products	6,646		2,152
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	$	173,926	$	227,603	Cash, cash equivalents and restricted cash	$	178,024	$	154,998

Supplementary information	Supplementary information					Supplementary information
Noncash activity:	Noncash activity:					Noncash activity:
Establishment of deferred tax assets	Establishment of deferred tax assets	$	34,022	$	24,123	Establishment of deferred tax assets	$	37,957	$	7,069
Establishment of amounts payable under tax receivable agreements	Establishment of amounts payable under tax receivable agreements	29,368		19,683		Establishment of amounts payable under tax receivable agreements	30,853		5,389
Increase in investment securities due to deconsolidation of CIPs						Increase in investment securities due to deconsolidation of CIPs	1,469		—
Operating lease assets obtained in exchange for operating lease liabilities	Operating lease assets obtained in exchange for operating lease liabilities	3,606		—		Operating lease assets obtained in exchange for operating lease liabilities	—		2,191

The accompanying notes are an integral part of the consolidated financial statements.

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ARTISAN PARTNERS ASSET MANAGEMENT INC.

Notes to Unaudited Consolidated Financial Statements

(U.S. currencies in thousands, except share and per share amounts and as otherwise indicated)

Note 1. Nature of Business and Organization

Nature of Business

Artisan Partners Asset Management Inc. (“APAM”), through its subsidiaries, is an investment management firm focused on providing high-value added, active investment strategies to sophisticated clients globally. APAM and its subsidiaries are hereafter referred to collectively as “Artisan” or the “Company”.

Artisan’s autonomous investment teams manage a broad range of U.S., non-U.S. and global investment strategies that are diversified by asset class, market cap and investment style. Strategies are offered through multiple investment vehicles to accommodate a broad range of client mandates. Artisan offers its investment management services primarily to institutions and through intermediaries that operate with institutional-like decision-making processes and have long-term investment horizons.

Organization

On March 12, 2013, APAM completed its initial public offering (the “IPO”). APAM was formed for the purpose of becoming the general partner of Artisan Partners Holdings LP (“Artisan Partners Holdings” or “Holdings”) in connection with the IPO. Holdings is a holding company for the investment management business conducted under the name “Artisan Partners”. The reorganization (“IPO Reorganization”) established the necessary corporate structure to complete the IPO while at the same time preserving the ability of the firm to conduct operations through Holdings and its subsidiaries.

As the sole general partner, APAM controls the business and affairs of Holdings. As a result, APAM consolidates Holdings’ financial statements and records a noncontrolling interest for the equity interests in Holdings held by the limited partners of Holdings. At ~~September 30, 2019,~~March 31, 2020, APAM held approximately ~~72%~~77% of the equity ownership interest in Holdings.

Holdings, together with its wholly owned subsidiary, Artisan Investments GP LLC, controls a 100% interest in Artisan Partners Limited Partnership (“APLP”), a multi-product investment management firm that is the principal operating subsidiary of Artisan Partners Holdings. APLP is registered as an investment adviser with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940. APLP provides investment advisory services to traditional separate accounts and pooled investment vehicles, including Artisan Partners Funds, Inc. (“Artisan Funds”), Artisan Partners Global Funds plc (“Artisan Global Funds”), and Artisan sponsored private funds (“Artisan Private Funds”). Artisan Funds are a series of open-end, diversified mutual funds registered under the Investment Company Act of 1940, as amended. Artisan Global Funds is a family of Ireland-domiciled UCITS.

Note 2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying financial statements are unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of such consolidated financial statements have been included. Such interim results are not necessarily indicative of full year results.

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and accordingly they do not include all of the information and footnotes required in the annual consolidated financial statements and accompanying footnotes.

The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. As a result, the interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in APAM’s latest annual report on Form 10-K.

The accompanying financial statements were prepared in accordance with U.S. GAAP and related rules and regulations of the SEC. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates or assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates or assumptions.

Principles of consolidation

Artisan’s policy is to consolidate all subsidiaries or other entities in which it has a controlling financial interest. The consolidation guidance requires an analysis to determine if an entity should be evaluated for consolidation using the voting interest entity (“VOE”) model or the variable interest entity (“VIE”) model. Under the VOE model, controlling financial interest is generally defined as a majority ownership of voting interests. Under the VIE model, controlling financial interest is defined as (i) the power to direct activities that most significantly impact the economic performance of the entity and (ii) the right to receive potentially significant benefits or the obligation to absorb potentially significant losses.

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Artisan generally consolidates VIEs in which it meets the power criteria and holds an equity ownership interest of greater than 10%. The consolidated financial statements include the accounts of APAM and all subsidiaries or other entities in which APAM has a direct or indirect controlling financial interest. All material intercompany balances have been eliminated in consolidation.

Artisan serves as the investment adviser to Artisan Funds, Artisan Global Funds and Artisan Private Funds. Artisan Funds and Artisan Global Funds are corporate entities the business and affairs of which are managed by their respective boards of directors. The shareholders of the funds retain voting rights, including rights to elect and reelect members of their respective boards of directors. Each series of Artisan Funds is a VOE and is separately evaluated for consolidation under the VOE model. The shareholders of Artisan Global Funds lack simple majority liquidation rights, and as a result, each sub-fund of Artisan Global Funds is evaluated for consolidation under the VIE model. Artisan Private Funds are also evaluated for consolidation under the VIE model because third-party equity holders of the funds generally lack the ability to divest Artisan of its control of the funds.

From time to time, the Company makes investments in Artisan Funds, Artisan Global Funds, and Artisan Private Funds. If the investment results in a controlling financial interest, APAM consolidates the fund, and the underlying activity of the entire fund is included in Artisan’s Unaudited Consolidated Financial Statements. As of ~~September 30, 2019,~~March 31, 2020, Artisan had a controlling financial interest in 3two sub-funds of Artisan Global Funds and 1one Artisan Private Fund and, as a result, these funds are included in Artisan’s Unaudited Consolidated Financial Statements. Because these consolidated investment products meet the definition of investment companies under U.S. GAAP, Artisan has retained the specialized industry accounting principles for investment companies in the consolidated financial statements. See Note 6, “Variable Interest Entities and Consolidated Investment Products” for additional details.

Recent accounting pronouncements

Accounting standards adopted as of January 1, ~~2019~~

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases,~~ which introduced a lessee model that brings most leases on the balance sheet. The Company adopted the new standard on January 1, 2019, using the modified retrospective transition method that does not adjust comparative periods. The adoption had no impact on previously reported results, and did not result in a cumulative-effect adjustment to the opening balance of retained earnings. In accordance with the adoption of the new lease standard, the Company recorded operating lease assets and operating lease liabilities in the Unaudited Condensed Consolidated Statements of Financial Condition. The adoption of ASU 2016-02 had no impact on the Unaudited Consolidated Statements of Operations for the nine months ended September 30, 2019, and did not impact operating, financing or investing cash flows in the Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2019.

Artisan elected to adopt the short-term lease exemption, which allows companies to exclude contracts that have an initial term of 12 months or less. Artisan also elected the package of practical expedients available for existing contracts which allowed the Company to carry forward historical assessments of (1) whether contracts are or contain leases, (2) lease classification, and (3) initial direct costs. Additionally, Artisan elected the practical expedient to account for lease and non-lease components as a single component. See Note 14, “Leases” for additional information.

~~Accounting standards not yet adopted~~2020

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The capitalized implementation costs will be expensed over the term of the hosting arrangement. The Company ~~currently expenses implementation costs in hosting arrangements as~~adopted the ~~costs are incurred. The~~ new guidance ~~will be effective~~ on January 1, 2020. The Company ~~is currently evaluating~~capitalized $276 thousand of software implementation costs and recorded $3 thousand of related amortization expense during the ~~impact~~three months ended March 31, 2020.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which requires entities to measure credit losses on financial assets based on expected losses rather than incurred losses. The guidance was effective on January 1, 2020 and requires a modified retrospective approach to adoption. The adoption of ~~adoption~~this guidance did not have an impact on the consolidated financial ~~statements, but expects certain types of costs will be capitalized that would have previously been expensed as incurred.~~statements.

Note 3. Investment Securities

The disclosures below include details of Artisan’s investments, excluding money market funds and consolidated investment products. Investments held by consolidated investment products are described in Note 6, “Variable Interest Entities and Consolidated Investment Products”.

As of September 30, 2019 As of December 31, 2018
Investments in equity securities $ 7,268 $ 5,857
Investments in equity securities accounted for under the equity method 15,170 12,252
Total investment securities $ 22,438 $ 18,109

~~Table of Contents~~


	As of March 31, 2020		As of December 31, 2019
Investments in equity securities	$	2,915	$	7,543
Investments in equity securities accounted for under the equity method	1,950		16,335
Total investment securities	$	4,865	$	23,878

Artisan’s investments in equity securities consist of investments in shares of Artisan Funds, Artisan Global Funds and Artisan Private Funds. The table below presents the net investment income activity related to these investment securities:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018		2019		2018			2020		2019
Net gains (losses) recognized on investment securities	Net gains (losses) recognized on investment securities	$	651	$	967	$	3,374	$	1,592	Net gains (losses) recognized on investment securities	$	(2,379)	$	1,615
Less: Net realized gains (losses) recognized on investment securities sold during the period	Less: Net realized gains (losses) recognized on investment securities sold during the period	$	—	$	—	$	—	$	—	Less: Net realized gains (losses) recognized on investment securities sold during the period	4,877		—
Unrealized gains (losses) recognized on investment securities held as of the end of the period	Unrealized gains (losses) recognized on investment securities held as of the end of the period	$	651	$	967	$	3,374	$	1,592	Unrealized gains (losses) recognized on investment securities held as of the end of the period	$	(7,256)	$	1,615

Proceeds from the redemption of $13.7 million of seed investments were not received as of March 31, 2020, and therefore are recorded within accounts receivable in the Unaudited Condensed Consolidated Statements of Financial Condition.

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Note 4. Fair Value Measurements

The table below presents information about Artisan’s assets and liabilities that are measured at fair value and the valuation techniques Artisan utilized to determine such fair value. The financial instruments held by consolidated investment products are excluded from the table below and are presented in Note 6, “Variable Interest Entities and Consolidated Investment Products”.

In accordance with ASC 820, fair value is defined as the price that Artisan would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. The following three-tier fair value hierarchy prioritizes the inputs used in measuring fair value:

•Level 1 – Observable inputs such as quoted (unadjusted) market prices in active markets for identical securities.

•Level 2 – Other significant observable inputs (including but not limited to quoted prices for similar instruments, interest rates, prepayment speeds, credit risk, etc.).

•Level 3 – Significant unobservable inputs (including Artisan’s own assumptions in determining fair value).

The following provides the hierarchy of inputs used to derive fair value of Artisan’s assets and liabilities that are financial instruments as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


		Assets and Liabilities at Fair Value																			Assets and Liabilities at Fair Value
		Total		NAV Practical Expedient (No Fair Value Level)		Level 1		Level 2		Level 3			Total		NAV Practical Expedient (No Fair Value Level)		Level 1		Level 2		Level 3
September 30, 2019
March 31, 2020												March 31, 2020
Assets	Assets											Assets
Money market funds	Money market funds	$	64,601	$	—	$	64,601	$	—	$	—	Money market funds	$	30,811	$	—	$	30,811	$	—	$	—
Equity securities	Equity securities	22,438		13,991		8,447		—		—		Equity securities	4,865		696		4,169		—		—

December 31, 2018
December 31, 2019												December 31, 2019
Assets	Assets											Assets
Money market funds	Money market funds	$	57,790	$	—	$	57,790	$	—	$	—	Money market funds	$	30,673	$	—	$	30,673	$	—	$	—
Equity securities	Equity securities	18,109		12,252		5,857		—		—		Equity securities	23,878		15,068		8,810		—		—

Fair values determined based on Level 1 inputs utilize quoted market prices for identical assets. Level 1 assets generally consist of money market funds, open-end mutual funds and UCITS funds. Equity securities without a fair value level consist of the Company’s investments in Artisan Private Funds, which are measured at the underlying fund’s net asset value (“NAV”), using the ASC 820 practical expedient. The NAV is provided by the fund and is derived from the fair values of the underlying investments as of the reporting date. Cash maintained in demand deposit accounts is excluded from the table above.

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Note 5. Borrowings

Artisan’s borrowings consist of the following as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


		Maturity	As of September 30, 2019		As of December 31, 2018		Interest Rate Per Annum			Maturity	Outstanding Balance		Interest Rate Per Annum
Revolving credit agreement	Revolving credit agreement	August 2022	$	—	$	—	NA		Revolving credit agreement	August 2022	$	—	NA
Senior notes	Senior notes								Senior notes
Series B		August 2019	—		50,000		5.32	%

Series C	Series C	August 2022	90,000		90,000		5.82	%	Series C	August 2022	90,000		5.82	%
Series D	Series D	August 2025	60,000		60,000		4.29	%	Series D	August 2025	60,000		4.29	%
Series E	Series E	August 2027	50,000		—		4.53	%	Series E	August 2027	50,000		4.53	%
Total borrowings	Total borrowings		$	200,000	$	200,000			Total borrowings		$	200,000

The fair value of borrowings was approximately ~~$203.2~~$196.8 million as of ~~September 30, 2019.~~March 31, 2020. Fair value was determined based on future cash flows, discounted to present value using current market interest rates. The inputs are categorized as Level 2 in the fair value hierarchy, as defined in Note 4, “Fair Value Measurements”.

~~On August 16, 2019, Holdings issued $50 million of 4.53% Series E senior notes and used the proceeds to repay the $50 million of 5.32% Series B senior notes that matured on August 16, 2019.~~

Interest expense incurred on the unsecured notes and revolving credit agreement was $2.6 million and $2.7 million for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $7.9 million and $8.0 million for the nine months ended September 30, 2019 and 2018,~~ respectively.

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As of ~~September 30, 2019,~~March 31, 2020, the aggregate maturities of debt obligations, based on their contractual terms, are as follows:


2019		$	—
2020	2020	—		2020	$	—
2021	2021	—		2021	—
2022	2022	90,000		2022	90,000
2023	2023	—		2023	—
2024				2024	—
Thereafter	Thereafter	110,000		Thereafter	110,000
Total	Total	$	200,000	Total	$	200,000

Note 6. Variable Interest Entities and Consolidated Investment Products

Artisan serves as the investment adviser for various types of investment products, consisting of both VIEs and VOEs. Artisan consolidates an investment product if it has a controlling financial interest in the entity. Any such entities are collectively referred to herein as consolidated investment products or CIPs.

As of ~~September 30, 2019,~~March 31, 2020, Artisan is considered to have a controlling financial interest in ~~three~~two sub-funds of Artisan Global Funds and one Artisan Private ~~Fund. As of September 30, 2019, the~~Fund, with an aggregate ~~amount of Artisan’s~~ direct equity investment in the consolidated investment products ~~was $31.5~~of $26.7 million.

Artisan’s maximum exposure to loss in connection with the assets and liabilities of CIPs is limited to its direct equity investment, while the potential benefit is limited to the management fee and incentive allocation received and the return on its equity investment. With the exception of Artisan’s direct equity investment, the assets of CIPs are not available to Artisan’s creditors, nor are they available to Artisan for general corporate purposes. In addition, third-party investors in the CIPs have no recourse to the general credit of the Company.

Management fees and incentive allocations earned from CIPs are eliminated from revenue upon consolidation. See Note ~~15,~~14, “Related Party Transactions” for additional information on management fees and incentive allocations earned from CIPs.

Third-party investors’ ownership interest in CIPs is presented as redeemable noncontrolling interest in the Unaudited Condensed Consolidated Statements of Financial Condition as third-party investors have the right to withdraw their capital, subject to certain conditions. Net income attributable to third-party investors is reported as net income attributable to noncontrolling interests - consolidated investment products in the Unaudited Consolidated Statements of Operations.

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During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, the Company determined that it no longer had a controlling financial interest in one sub-fund of Artisan Global Funds as a result of third party capital contributions. Upon loss of control, the VIE was deconsolidated and the related assets, liabilities, and equity of the fund were derecognized from the Company’s Unaudited Condensed Consolidated Statements of Financial Condition. There was 0 net impact to the Unaudited Consolidated Statements of Operations for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. Artisan generally does not recognize a gain or loss upon deconsolidation of investment products because the assets and liabilities of CIPs are carried at fair value. Upon deconsolidation, Artisan’s ~~$0.9~~$1.5 million direct equity investment was reclassified from investment assets of consolidated investment products to investment securities in the Company’s Unaudited Condensed Consolidated Statements of Financial Condition.

As of ~~September 30, 2019,~~March 31, 2020, Artisan held direct equity investments of ~~$15.2~~$2.0 million in VIEs for which the Company does not hold a controlling financial interest. These direct equity investments consisted of seed investments in sub-funds of Artisan Global Funds and Artisan Private Funds, both of which are accounted for under the equity method of accounting because Artisan has significant influence over the funds.

Fair Value Measurements - Consolidated Investment Products

The carrying value of CIPs’ investments is also their fair value. Short and long positions on equity securities are valued based upon closing prices of the security on the exchange or market designated by the accounting agent or pricing vendor as the principal exchange. The closing price may represent last sale price, official closing price, a closing auction or other information depending on market convention. Short and long positions on fixed income instruments are valued at market value. Market values are generally evaluations based on the judgment of pricing vendors, which may consider, among other factors, the prices at which securities actually trade, broker-dealer quotations, pricing formulas, estimates of market values obtained from yield data relating to investments or securities with similar characteristics and/or discounted cash flow models that might be applicable.

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The following tables present the fair value hierarchy levels of assets and liabilities held by CIPs measured at fair value as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


		Assets and Liabilities at Fair Value															Assets and Liabilities at Fair Value
		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
September 30, 2019
March 31, 2020										March 31, 2020
Assets	Assets									Assets
Money market funds	Money market funds	$	2,844	$	2,844	$	—	$	—	Money market funds	$	5,146	$	5,146	$	—	$	—
Equity securities - long position	Equity securities - long position	7,281		7,281		—		—		Equity securities - long position	4,326		4,326		—		—
Fixed income instruments - long position	Fixed income instruments - long position	85,883		—		85,883		—		Fixed income instruments - long position	84,974		—		84,974		—
Derivative assets	Derivative assets	129		35		94		—		Derivative assets	331		331		—		—

Liabilities	Liabilities									Liabilities

Fixed income instruments - short position	Fixed income instruments - short position	5,476		—		5,476		—		Fixed income instruments - short position	$	3,514	$	—	$	3,514	$	—
Derivative liabilities	Derivative liabilities	20		—		20		—		Derivative liabilities	141		141		—		—


	Assets and Liabilities at Fair Value
	Total		Level 1		Level 2		Level 3
December 31, 2019
Assets
Money market funds	$	5,005	$	5,005	$	—	$	—
Equity securities - long position	9,933		9,933		—		—
Fixed income instruments - long position	96,681		—		96,681		—
Derivative assets	122		22		100		—

Liabilities

Fixed income instruments - short position	$	6,005	$	—	$	6,005	$	—
Derivative liabilities	181		—		181		—

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Assets and Liabilities at Fair Value
Total Level 1 Level 2 Level 3
December 31, 2018
Assets
Money market funds $ 13,141 $ 13,141 $ — $ —
Equity securities - long position 7,817 7,196 — 621
Fixed income instruments - long position 57,621 — 57,621 —
Derivative assets 735 — 735 —
Liabilities
Fixed income instruments - short position 16,567 — 16,567 —
Derivative liabilities 338 — 338 —

CIP balances included in the Company’s Unaudited Condensed Consolidated Statements of Financial Condition were as follows:


		As of September 30, 2019		As of December 31, 2018			As of March 31, 2020		As of December 31, 2019
Net CIP assets included in the table above	Net CIP assets included in the table above	$	90,641	$	62,409	Net CIP assets included in the table above	$	91,122	$	105,555
Net CIP assets/(liabilities) not included in the table above	Net CIP assets/(liabilities) not included in the table above	(20,096)		2,156		Net CIP assets/(liabilities) not included in the table above	(27,180)		(28,509)
Total Net CIP assets	Total Net CIP assets	70,545		64,565		Total Net CIP assets	63,942		77,046
Less: redeemable noncontrolling interest	Less: redeemable noncontrolling interest	39,033		34,349		Less: redeemable noncontrolling interest	37,223		43,110
Artisan’s direct equity investment in CIPs	Artisan’s direct equity investment in CIPs	$	31,512	$	30,216	Artisan’s direct equity investment in CIPs	$	26,719	$	33,936

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Note 7. Noncontrolling interests - Holdings

Net income attributable to noncontrolling interests - Artisan Partners Holdings in the Unaudited Consolidated Statements of Operations represents the portion of earnings or loss attributable to the equity ownership interests in Holdings held by the limited partners of Holdings. As of ~~September 30, 2019,~~March 31, 2020, APAM held approximately ~~72%~~77% of the equity ownership interests in Holdings.

Limited partners of Artisan Partners Holdings are entitled to exchange partnership units (along with a corresponding number of shares of Class B or C common stock of APAM) for shares of Class A common stock from time to time (the “Holdings Common Unit Exchanges”). The Holdings Common Unit Exchanges increase APAM’s equity ownership interest in Holdings and result in an increase to deferred tax assets and amounts payable under the tax receivable agreements. See Note 11, “Income Taxes and Related Payments”.

In order to maintain the one-to-one correspondence of the number of Holdings partnership units and APAM common shares, Holdings will issue one general partner (“GP”) unit to APAM for each share of Class A common stock issued by APAM. For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, APAM’s equity ownership interest in Holdings ~~has~~ increased as a result of the following transactions:


		Holdings GP Units	Limited Partnership Units	Total	APAM Ownership %			Holdings GP Units	Limited Partnership Units	Total	APAM Ownership %
Balance at December 31, 2018		54,071,188	22,871,684	76,942,872	70	%

Balance at December 31, 2019							Balance at December 31, 2019	56,429,825	21,372,029	77,801,854	73	%
2020 Follow-On Offering							2020 Follow-On Offering	1,802,326	(1,802,326)	—	2	%
Holdings Common Unit Exchanges	Holdings Common Unit Exchanges	1,330,432	(1,330,432)	—	1	%	Holdings Common Unit Exchanges	1,626,611	(1,626,611)	—	2	%
Issuance of APAM Restricted Shares(1)	Issuance of APAM Restricted Shares(1)	959,000	—	959,000	1	%	Issuance of APAM Restricted Shares(1)	916,085	—	916,085	—	%
Delivery of Shares Underlying RSUs⁽¹⁾							Delivery of Shares Underlying RSUs⁽¹⁾	24,233	—	24,233	—	%
Restricted Share Award Net Share Settlement ⁽¹⁾	Restricted Share Award Net Share Settlement ⁽¹⁾	(82,729)	—	(82,729)	—	%	Restricted Share Award Net Share Settlement ⁽¹⁾	(126,971)	—	(126,971)	—	%
Forfeitures of Holdings GP Units from Employee Terminations ⁽¹⁾	Forfeitures of Holdings GP Units from Employee Terminations ⁽¹⁾	(16,865)	—	(16,865)	—	%	Forfeitures of Holdings GP Units from Employee Terminations ⁽¹⁾	(24,778)	—	(24,778)	—	%
Balance at September 30, 2019		56,261,026	21,541,252	77,802,278	72	%
Balance at March 31, 2020							Balance at March 31, 2020	60,647,331	17,943,092	78,590,423	77	%

⁽¹⁾ The impact of the transaction on APAM’s ownership percentage was less than 1%.

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Changes in ownership of Holdings are accounted for as equity transactions because APAM continues to have a controlling interest in Holdings. Additional paid-in capital and noncontrolling interests - Artisan Partners Holdings in the Unaudited Condensed Consolidated Statements of Financial Condition are adjusted to reallocate Holdings’ historical equity to reflect the change in APAM’s ownership of Holdings.

The reallocation of equity had the following impact on the Unaudited Condensed Consolidated Statements of Financial Condition:


Statement of Financial Condition	Statement of Financial Condition	For the Nine Months Ended September 30,								Statement of Financial Condition	For the Three Months Ended March 31,
				2019			2018		Statement of Financial Condition		2020		2019
Additional paid-in capital	Additional paid-in capital	$	(2,455)		$	(3,758)	Additional paid-in capital	$			$	(91)
Noncontrolling interests - Artisan Partners Holdings	Noncontrolling interests - Artisan Partners Holdings	2,501			3,802		Noncontrolling interests - Artisan Partners Holdings	(401)			116
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(46)			(44)		Accumulated other comprehensive income (loss)	(120)			(25)
Net impact to financial condition	Net impact to financial condition	—			—		Net impact to financial condition	$	—		$	—

In addition to the reallocation of historical equity, the change in ownership resulted in an increase to deferred tax assets and additional paid-in capital of ~~$0.6~~$1.7 million and $0.7 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

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Note 8. Stockholders’ Equity

APAM - Stockholders’ Equity

APAM had the following authorized and outstanding equity as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively:

Outstanding

Authorized

As of September 30, 2019

As of December 31, 2018

Voting Rights ⁽¹⁾

Economic Rights

Authorized

As of March 31, 2020

As of December 31, 2019

Voting Rights ⁽¹⁾

Economic Rights

Common shares

Class A, par value $0.01 per share

500,000,000

56,261,026

54,071,188

1 vote per share

Proportionate

Class A, par value $0.01 per share

500,000,000

60,647,331

56,429,825

1 vote per share

Proportionate

Class B, par value $0.01 per share

200,000,000

7,853,364

8,645,249

1 vote per share

None

Class B, par value $0.01 per share

200,000,000

5,980,743

7,803,364

1 vote per share

None

Class C, par value $0.01 per share

400,000,000

13,687,888

14,226,435

1 vote per share

None

Class C, par value $0.01 per share

400,000,000

11,962,349

13,568,665

1 vote per share

None

⁽¹⁾ The Company’s employees to whom Artisan has granted equity have entered into a stockholders agreement with respect to all shares of APAM common stock they have acquired from the Company and any shares they may acquire from the Company in the future, pursuant to which they granted an irrevocable voting proxy to a Stockholders Committee. As of September 30, 2019, Artisan’s employees held 4,899,524 restricted shares of Class A common stock and all 7,853,364 outstanding shares of Class B common stock, all of which were subject to the agreement.

⁽¹⁾ The Company’s employees to whom Artisan has granted equity have entered into a stockholders agreement with respect to all shares of APAM common stock they have acquired from the Company and any shares they may acquire from the Company in the future, pursuant to which they granted an irrevocable voting proxy to a Stockholders Committee. As of March 31, 2020, Artisan’s employees held 5,202,060 restricted shares of Class A common stock and all 5,980,743 outstanding shares of Class B common stock, all of which were subject to the agreement.

APAM is dependent on cash generated by Holdings to fund any dividends. Generally, Holdings will make distributions to all of its partners, including APAM, based on the proportionate ownership each holds in Holdings. APAM will fund dividends to its stockholders from its proportionate share of those distributions after provision for its taxes and other obligations. APAM declared and paid the following dividends per share during the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:


Type of Dividend	Type of Dividend	Class of Stock	For the Three Months Ended September 30,						For the Nine Months Ended September 30,					Type of Dividend	Class of Stock		For the Three Months Ended March 31,
			2019		2018		2019		2018				2020		2019
Quarterly	Quarterly	Class A Common	$	0.60	$	0.60	$	1.71	$	1.80	Quarterly	Class A Common	$	0.68	$	0.56
Special Annual	Special Annual	Class A Common	$	—	$	—	$	1.03	$	0.79	Special Annual	Class A Common	$	0.60	$	1.03

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The following table summarizes APAM’s stock transactions for the ~~nine~~three months ended ~~September 30, 2019:~~March 31, 2020:


		Total Stock Outstanding	Class A Common Stock⁽¹⁾	Class B Common Stock	Class C Common Stock		Total Stock Outstanding	Class A Common Stock⁽¹⁾	Class B Common Stock	Class C Common Stock
Balance at December 31, 2018		76,942,872	54,071,188	8,645,249	14,226,435

Balance at December 31, 2019						Balance at December 31, 2019	77,801,854	56,429,825	7,803,364	13,568,665
2020 Follow-On Offering						2020 Follow-On Offering	—	1,802,326	(1,777,326)	(25,000)
Holdings Common Unit Exchanges	Holdings Common Unit Exchanges	—	1,330,432	(791,885)	(538,547)	Holdings Common Unit Exchanges	—	1,626,611	(45,295)	(1,581,316)
Restricted Share Award Grants	Restricted Share Award Grants	959,000	959,000	—	—	Restricted Share Award Grants	916,085	916,085	—	—
Restricted Share Award Net Share Settlement	Restricted Share Award Net Share Settlement	(82,729)	(82,729)	—	—	Restricted Share Award Net Share Settlement	(126,971)	(126,971)	—	—
Delivery of Shares Underlying RSUs						Delivery of Shares Underlying RSUs	24,233	24,233	—	—
Employee-Partner Terminations	Employee-Partner Terminations	(16,865)	(16,865)	—	—	Employee-Partner Terminations	(24,778)	(24,778)	—	—
Balance at September 30, 2019		77,802,278	56,261,026	7,853,364	13,687,888
Balance at March 31, 2020						Balance at March 31, 2020	78,590,423	60,647,331	5,980,743	11,962,349

⁽¹⁾ There were 297,891 and 246,581 restricted stock units outstanding at September 30, 2019 and December 31, 2018, respectively. Restricted stock units are not reflected in the table because they are not considered outstanding or issued stock.
⁽¹⁾ There were 304,570 and 297,891 restricted stock units outstanding at March 31, 2020 and December 31, 2019, respectively. In addition, there were 60,000 performance share units outstanding at March 31, 2020. Based on the current status of the market and performance conditions, the 60,000 unvested performance share units would ultimately result in the issuance of 90,000 shares of Class A common stock if all other vesting conditions were met. Restricted stock units and performance share units are not reflected in the table because they are not considered outstanding or issued stock.						⁽¹⁾ There were 304,570 and 297,891 restricted stock units outstanding at March 31, 2020 and December 31, 2019, respectively. In addition, there were 60,000 performance share units outstanding at March 31, 2020. Based on the current status of the market and performance conditions, the 60,000 unvested performance share units would ultimately result in the issuance of 90,000 shares of Class A common stock if all other vesting conditions were met. Restricted stock units and performance share units are not reflected in the table because they are not considered outstanding or issued stock.

Each Class A, Class B, Class D and Class E common unit of Holdings (together with the corresponding share of Class B or Class C common stock) is exchangeable for one share of Class A common stock. The corresponding shares of Class B and Class C common stock are immediately canceled upon any such exchange.

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Upon termination of employment with Artisan, an employee-partner’s Class B common units are exchanged for Class E common units and the corresponding shares of Class B common stock are canceled. APAM issues the former employee-partner a number of shares of Class C common stock equal to the former employee-partner’s number of Class E common units. Class E common units are exchangeable for Class A common stock subject to the same restrictions and limitations on exchange applicable to the other common units of Holdings.

Artisan Partners Holdings - Partners’ Equity

Holdings makes distributions of its net income to the holders of its partnership units for income taxes as required under the terms of the partnership agreement and also makes additional distributions under the terms of the partnership agreement. The distributions are recorded in the financial statements on the declaration date, or on the payment date in lieu of a declaration date. Holdings’ partnership distributions for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ were as follows:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018		2019		2018			2020		2019
Holdings Partnership Distributions to Limited Partners	Holdings Partnership Distributions to Limited Partners	$	21,828	$	22,674	$	70,152	$	78,418	Holdings Partnership Distributions to Limited Partners	$	17,076	$	22,591
Holdings Partnership Distributions to APAM	Holdings Partnership Distributions to APAM	53,423		49,839		166,307		162,748		Holdings Partnership Distributions to APAM	45,104		53,401
Total Holdings Partnership Distributions	Total Holdings Partnership Distributions	$	75,251	$	72,513	$	236,459	$	241,166	Total Holdings Partnership Distributions	$	62,180	$	75,992

The distributions are recorded as a reduction to consolidated stockholders’ equity, with the exception of distributions made to APAM, which are eliminated upon consolidation.

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Note 9. Revenue From Contracts with Customers

Disaggregated Revenue

The following table presents a disaggregation of revenue by type and vehicle for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018		2019		2018			2020		2019
Management fees	Management fees									Management fees
Artisan Funds	Artisan Funds	$	115,926	$	125,392	$	334,131	$	375,730	Artisan Funds	$	114,679	$	106,180
Artisan Global Funds	Artisan Global Funds	8,062		9,090		24,234		26,554		Artisan Global Funds	8,116		8,135
Separate accounts⁽¹⁾	Separate accounts⁽¹⁾	78,818		78,256		227,705		232,449		Separate accounts⁽¹⁾	77,109		72,549
Performance fees	Performance fees									Performance fees
Separate accounts⁽¹⁾	Separate accounts⁽¹⁾	155		50		4,580		2,359		Separate accounts⁽¹⁾	2,932		98
Total revenues⁽²⁾	Total revenues⁽²⁾	$	202,961	$	212,788	$	590,650	$	637,092	Total revenues⁽²⁾	$	202,836	$	186,962

⁽¹⁾ Separate account revenue consists of fees from vehicles other than Artisan Funds or Artisan Global Funds, which includes traditional separate accounts, Artisan-branded collective investment trusts and funds (both public and private) that Artisan advises, including Artisan Private Funds.
⁽¹⁾ Separate account revenue consists of management fees and performance fees earned from vehicles other than Artisan Funds or Artisan Global Funds, which includes traditional separate accounts, Artisan-branded collective investment trusts and funds (both public and private) that Artisan advises, including Artisan Private Funds.										⁽¹⁾ Separate account revenue consists of management fees and performance fees earned from vehicles other than Artisan Funds or Artisan Global Funds, which includes traditional separate accounts, Artisan-branded collective investment trusts and funds (both public and private) that Artisan advises, including Artisan Private Funds.
⁽²⁾All management fees and performance fees from consolidated investment products were eliminated upon consolidation and therefore are omitted from this table.	⁽²⁾All management fees and performance fees from consolidated investment products were eliminated upon consolidation and therefore are omitted from this table.															⁽²⁾All management fees and performance fees from consolidated investment products were eliminated upon consolidation and therefore are omitted from this table.

Performance fees are subject to the uncertainty of market volatility, and as a result, the entire amount of the variable consideration related to performance fees is constrained until the end of each measurement period. At the end of the quarterly or annual measurement period, revenue is recorded for the actual amount of performance fees earned during that period because the uncertainty has been resolved. For performance fees with annual measurement periods, revenue recognized in the current quarter relates to performance obligations that were partially satisfied in prior periods.

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The following table presents the balances of receivables related to contracts with customers:


		As of September 30, 2019		As of December 31, 2018			As of March 31, 2020		As of December 31, 2019
Customer	Customer					Customer
Artisan Funds	Artisan Funds	$	6,280	$	5,418	Artisan Funds	$	5,216	$	6,703
Artisan Global Funds	Artisan Global Funds	3,143		417		Artisan Global Funds	2,742		3,588
Separate accounts	Separate accounts	70,595		59,787		Separate accounts	70,410		69,413
Total receivables from contracts with customers	Total receivables from contracts with customers	$	80,018	$	65,622	Total receivables from contracts with customers	$	78,368	$	79,704
Non-customer receivables	Non-customer receivables	11,295		2,069		Non-customer receivables	18,344		2,164
Accounts receivable	Accounts receivable	$	91,313	$	67,691	Accounts receivable	$	96,712	$	81,868

Artisan Funds and Artisan Global Funds are billed on the last day of each month. Artisan Funds and Artisan Global Funds make payments on the same day the invoice is received for the majority of the invoiced amount. The remainder of the invoice is generally paid in the month following receipt of the invoice. Separate account clients are generally billed on a monthly or quarterly basis, with payments due within 30 days of billing. Artisan had 0 other contract assets or liabilities from contracts with customers as of ~~September 30, 2019~~March 31, 2020 or December 31, ~~2018.~~2019.

~~Table~~Proceeds from the redemption of ~~Contents~~

$13.7 million of seed investments were not received as of March 31, 2020, and therefore are recorded within accounts receivable in the Unaudited Condensed Consolidated Statements of Financial Condition.

Note 10. Compensation and Benefits

Total compensation and benefits consists of the following:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018		2019		2018			2020		2019
Salaries, incentive compensation and benefits ⁽¹⁾	Salaries, incentive compensation and benefits ⁽¹⁾	$	89,969	$	90,097	$	267,198	$	273,057	Salaries, incentive compensation and benefits ⁽¹⁾	$	95,530	$	87,708
Restricted share-based award compensation expense	Restricted share-based award compensation expense	9,878		12,644		33,417		41,652		Restricted share-based award compensation expense	9,187		11,574

Total compensation and benefits	Total compensation and benefits	$	99,847	$	102,741	$	300,615	$	314,709	Total compensation and benefits	$	104,717	$	99,282

⁽¹⁾ Excluding restricted share-based award compensation expense	⁽¹⁾ Excluding restricted share-based award compensation expense															⁽¹⁾ Excluding restricted share-based award compensation expense

Incentive compensation

Cash incentive compensation paid to members of Artisan’s investment teams and members of its distribution teams is generally based on formulas that are tied directly to revenues. These payments are made in the quarter following the quarter in which the incentive was earned with the exception of fourth quarter payments which are paid in the fourth quarter of the year. Cash incentive compensation paid to most other employees is discretionary and subjectively determined based on individual performance and Artisan’s overall results during the applicable year and is generally paid on an annual basis.

Restricted share-based awards

Artisan has registered 14,000,000 shares of Class A common stock for issuance under the 2013 Omnibus Incentive Compensation Plan (the “Plan”). Pursuant to the Plan, APAM has granted a combination of restricted stock awards, ~~and~~ restricted stock units, and performance share units (collectively referred to as “restricted share-based awards” or "awards") of Class A common stock to employees.

Standard Restricted ~~share-based awards have~~Shares. Standard restricted shares are generally subject to a ~~pro-rata five year~~pro rata five-year service vesting ~~requirement. Certain restricted share-based awards will vest or become eligible~~condition.

Career Shares. Career shares are generally subject to ~~vest only upon~~both (i) a ~~combination of both (1) pro-rata annual time~~pro rata five-year service vesting condition and ~~(2)~~(ii) a qualifying retirement (as defined in the award ~~agreements)~~agreement).

~~A portion of the restricted share-based awards~~Franchise Shares. Like career shares, franchise shares are generally subject to both (i) a pro rata five-year service vesting condition and (ii) a qualifying retirement condition. In addition, franchise shares, which are only granted to ~~portfolio managers contain~~investment team members, are subject to a Franchise Protection Clause, which provides that the number of ~~awards~~shares that ultimately vest depends on ~~achieving performance goals related~~whether certain conditions relating to client cash ~~flows.~~flows are met. If such ~~goals~~conditions are not met, compensation cost will be reversed for any ~~awards~~shares that do not vest. ~~The fair value, requisite~~

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Performance Share Units (PSUs). PSUs are generally subject to (i) a three-year service vesting condition, (ii) certain performance conditions related to the Company's operating margin and total shareholder return compared to a peer group during a three-year performance period, and ~~expense recognition~~(iii) for ~~these awards are determined in~~one-half of the ~~same manner as~~PSUs eligible to vest at the ~~other restricted share-based awards.~~

~~Unvested awards are subject to forfeiture. Grantees receiving~~end of the ~~awards are entitled to dividends on unvested and vested shares and units. 5,600,864~~performance period, a qualifying retirement condition. The number of shares of Class A common stock ~~were reserved and available for issuance under~~that are ultimately issued in connection with each PSU award will depend upon the ~~Plan as of September 30, 2019.~~

~~During the nine months ended September 30, 2019, Artisan granted 959,000 restricted stock awards and 4,000 restricted stock units of Class A common stock to employees~~outcome of the ~~Company. Total compensation~~performance, market and qualified retirement conditions. For the portion of a PSU award with a "performance condition" under ASC 718, expense ~~associated with~~is recognized over the ~~2019 grant~~service period if it is ~~expected to~~probable that the performance condition will be ~~approximately $22.1 million.~~ achieved.

Compensation expense ~~related to the restricted share-based awards~~ is recognized based on the estimated grant date fair value on a straight-line basis over the requisite service period of the award. The initial requisite service period is generally five years for restricted stock awards and restricted stock units, and three years for performance share units. The fair value of each award is equal to the market price of the Company's common stock on the grant date, except for performance share units with a "market condition" performance metric under ASC 718, which have a grant-date fair value based on a Monte Carlo valuation model.

Unvested restricted share-based ~~awards.~~

awards are subject to forfeiture. The Company’s accounting policy is to record the impact of forfeitures when they occur. Grantees are generally entitled to dividends or dividend equivalents on unvested and vested awards. 4,616,611 shares of Class A common stock were reserved and available for issuance under the Plan as of March 31, 2020.

During the three months ended March 31, 2020, Artisan granted 916,085 restricted stock awards, 3,370 restricted stock units, and 60,000 performance share units of Class A common stock to employees of the Company. Total compensation expense associated with the 2020 grant is expected to be approximately $34.2 million.

The following ~~table summarizes~~tables summarize the restricted share-based award activity for the ~~nine~~three months ended ~~September 30, 2019:~~March 31, 2020:


		Weighted-Average Grant Date Fair Value		Number of Awards		Weighted-Average Grant Date Fair Value		Restricted Stock Awards and Restricted Stock Units
Unvested at January 1, 2019		$	38.04	4,678,457
Unvested at January 1, 2020					Unvested at January 1, 2020	$	35.00	5,005,422
Granted	Granted	22.92		963,000	Granted	33.80		919,455
Forfeited	Forfeited	34.86		(16,865)	Forfeited	30.30		(24,778)
Vested	Vested	39.21		(617,943)	Vested	32.59		(588,144)
Unvested at September 30, 2019		$	35.00	5,006,649
Unvested at March 31, 2020					Unvested at March 31, 2020	$	35.08	5,311,955


	Weighted-Average Grant Date Fair Value		Performance Share Units
Unvested at January 1, 2020	$	—	—
Granted	52.45		60,000
Forfeited	—		—
Vested	—		—
Unvested at March 31, 2020	$	52.45	60,000

Based on the current status of the market and performance conditions, the 60,000 unvested performance share units would ultimately result in the issuance of 90,000 shares of Class A common stock if all other vesting conditions were met.

The unrecognized compensation expense for ~~the~~all unvested awards as of ~~September 30, 2019~~March 31, 2020 was ~~$90.7~~$106.5 million with a weighted average recognition period of ~~3.3~~3.6 years remaining.

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During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, the Company withheld a total of ~~82,729~~126,971 restricted shares and paid $4.5 million as a result of net share settlements to satisfy employee tax withholding obligations. ~~The Company paid $2.1 million in employee tax withholding obligations related to these settlements during the nine months ended September 30, 2019.~~ These net share settlements had the effect of shares repurchased and retired by the Company, as they reduced the number of shares outstanding.

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Note 11. Income Taxes and Related Payments

APAM is subject to U.S. federal, state and local income taxation on APAM’s allocable portion of Holdings’ income as well as foreign income taxes payable by Holdings’ subsidiaries. APAM’s effective income tax rate was lower than the U.S. federal statutory rate of 21% primarily due to a rate benefit attributable to the fact that, for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, approximately ~~31%~~26% of Artisan Partners Holdings’ full year projected taxable earnings were attributable to other partners and not subject to corporate-level taxes. The effective tax rate was also lower than the statutory rate due to dividends paid on unvested share-based ~~awards, net of higher tax expense related to the vesting of restricted share-based~~ awards.

The effective tax rate was also reduced in the three and nine months ended September 30, 2019, due to the remeasurement of existing deferred tax assets resulting from an increase in Artisan’s U.S. state deferred income tax rates. The effective rate was also impacted by unrecognized tax benefits recorded during the three and nine months ended September 30, 2019.

APAM’s effective tax rate was ~~7.3%~~17.8% and ~~15.7%~~15.9% for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

Components of the provision for income taxes consist of the following:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018		2019		2018			2020		2019
Current:	Current:									Current:
Federal	Federal	$	4,401	$	6,823	$	8,787	$	15,561	Federal	$	1,593	$	1,313
State and local	State and local	3,348		1,453		4,663		3,048		State and local	868		515
Foreign	Foreign	111		135		339		367		Foreign	109		121
Total	Total	7,860		8,411		13,789		18,976		Total	2,570		1,949
Deferred:	Deferred:									Deferred:
Federal	Federal	2,315		5,148		15,717		17,397		Federal	5,898		6,696
State and local	State and local	(17,530)		613		(15,935)		2,071		State and local	983		797
Total	Total	(15,215)		5,761		(218)		19,468		Total	6,881		7,493
Income tax expense (benefit)		$	(7,355)	$	14,172	$	13,571	$	38,444
Income tax expense										Income tax expense	$	9,451	$	9,442

In connection with the IPO, APAM entered into 2 tax receivable agreements (“TRAs”). The first TRA generally provides for the payment by APAM to a private equity fund (the “Pre-H&F Corp Merger Shareholder”) or its assignees of 85% of the applicable cash savings, if any, of U.S. federal, state and local income taxes that APAM actually realizes (or is deemed to realize in certain circumstances) as a result of (i) the tax attributes of the preferred units APAM acquired in the merger of a wholly-owned subsidiary of the Pre-H&F Corp Merger Shareholder into APAM in March 2013, (ii) net operating losses available as a result of the merger and (iii) tax benefits related to imputed interest.

The second TRA generally provides for the payment by APAM to current or former limited partners of Holdings or their assignees of 85% of the applicable cash savings, if any, of U.S. federal, state and local income taxes that APAM actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain tax attributes of their partnership units sold to APAM or exchanged (for shares of Class A common stock, convertible preferred stock or other consideration) and that are created as a result of such sales or exchanges and payments under the TRAs and (ii) tax benefits related to imputed interest. Under both agreements, APAM generally will retain the benefit of the remaining 15% of the applicable tax savings.

For purposes of the TRAs, cash savings of income taxes are calculated by comparing APAM’s actual income tax liability to the amount it would have been required to pay had it not been able to utilize any of the tax benefits subject to the TRAs, unless certain assumptions apply. The TRAs will continue in effect until all such tax benefits have been utilized or expired, unless APAM exercises its right to terminate the agreements or payments under the agreements are accelerated in the event that APAM materially breaches any of its material obligations under the agreements.

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Payments under the TRAs, if any, will be made pro rata among all TRA counterparties entitled to payments on an annual basis to the extent APAM has sufficient taxable income to utilize the increased depreciation and amortization charges and imputed interest deductions. Artisan expects to make one or more payments under the TRAs, to the extent they are required, prior to or within 125 days after APAM’s U.S. federal income tax return is filed for each fiscal year. Interest on the TRA payments will accrue at a rate equal to one-year LIBOR plus 100 basis points from the due date (without extension) of such tax return until such payments are made.

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Amounts payable under tax receivable agreements are estimates which may be impacted by factors, including but not limited to, expected tax rates, projected taxable income, and projected ownership levels and are subject to change. Changes in the estimates of amounts payable under tax receivable agreements are recorded as non-operating income (loss) in the Unaudited Consolidated Statements of Operations.

The change in the Company’s deferred tax assets related to the tax benefits described above and the change in corresponding amounts payable under the TRAs for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 is summarized as follows:

Deferred Tax Asset - Amortizable basis Amounts payable under tax receivable agreements
December 31, 2018 $ 404,715 $ 369,355
2019 Holdings Common Unit Exchanges 11,542 9,811
Amortization (23,856) —
Payments under TRA — (24,998)
Change in estimate 21,873 19,557
September 30, 2019 $ 414,274 $ 373,725


	Deferred Tax Asset - Amortizable basis		Amounts payable under tax receivable agreements
December 31, 2019	$	408,140	$	375,324
2020 Follow-On Offering	21,424		18,211
2020 Holdings Common Unit Exchanges	14,873		12,642
Amortization	(8,687)		—



March 31, 2020	$	435,750	$	406,177

Net deferred tax assets comprise the following:


		As of September 30, 2019		As of December 31, 2018			As of March 31, 2020		As of December 31, 2019
Deferred tax assets:	Deferred tax assets:					Deferred tax assets:
Amortizable basis ⁽¹⁾	Amortizable basis ⁽¹⁾	$	414,274	$	404,715	Amortizable basis ⁽¹⁾	$	435,750	$	408,140
Other ⁽²⁾	Other ⁽²⁾	27,220		24,413		Other ⁽²⁾	31,223		27,757
Total deferred tax assets	Total deferred tax assets	441,494		429,128		Total deferred tax assets	466,973		435,897
Less: valuation allowance ⁽³⁾	Less: valuation allowance ⁽³⁾	—		—		Less: valuation allowance ⁽³⁾	—		—
Net deferred tax assets	Net deferred tax assets	$	441,494	$	429,128	Net deferred tax assets	$	466,973	$	435,897

⁽¹⁾ Represents the unamortized step-up of tax basis and other tax attributes from the merger and partnership unit sales and exchanges described above. These future tax benefits are subject to the TRA agreements.	⁽¹⁾ Represents the unamortized step-up of tax basis and other tax attributes from the merger and partnership unit sales and exchanges described above. These future tax benefits are subject to the TRA agreements.									⁽¹⁾ Represents the unamortized step-up of tax basis and other tax attributes from the merger and partnership unit sales and exchanges described above. These future tax benefits are subject to the TRA agreements.
⁽²⁾ Represents the net deferred tax assets associated with the merger described above and other miscellaneous deferred tax assets. These future tax benefits are not subject to the TRA agreements.	⁽²⁾ Represents the net deferred tax assets associated with the merger described above and other miscellaneous deferred tax assets. These future tax benefits are not subject to the TRA agreements.									⁽²⁾ Represents the net deferred tax assets associated with the merger described above and other miscellaneous deferred tax assets. These future tax benefits are not subject to the TRA agreements.
⁽³⁾ Artisan assessed whether the deferred tax assets would be realizable and determined based on its history of taxable income that the benefits would more likely than not be realized. Accordingly, no valuation allowance is required.	⁽³⁾ Artisan assessed whether the deferred tax assets would be realizable and determined based on its history of taxable income that the benefits would more likely than not be realized. Accordingly, no valuation allowance is required.									⁽³⁾ Artisan assessed whether the deferred tax assets would be realizable and determined based on its history of taxable income that the benefits would more likely than not be realized. Accordingly, no valuation allowance is required.

Accounting standards establish a minimum threshold for recognizing, and a process for measuring, the benefits of income tax return positions in financial statements. ~~As of September 30, 2019, Artisan recorded a~~The Company's gross liability offor unrecognized tax benefits was $1.5 million and $2.0 million ~~for gross unrecognized tax benefits. If recognized, $1.6 million~~as of ~~the benefits would impact the effective tax rate, net of federal tax benefits.~~March 31, 2020 and December 31, 2019, respectively. The total amount of unrecognized tax benefits is not expected to significantly increase or decrease within the next twelve months. ~~The Company had 0 unrecognized tax benefits as of December 31, 2018.~~

The Company recognizes interest and penalties related to unrecognized tax benefits as a component of the income tax provision. ~~As of September 30, 2019, Artisan had~~Accrued interest on uncertain tax positions was $0.3 million ~~accrued for interest~~as of March 31, 2020 and ~~penalties as part of the~~December 31, 2019. The gross unrecognized tax benefit is recorded within accounts payable, accrued expenses, and other in the Company’s Unaudited Condensed Consolidated Statements of Financial Condition.

In the normal course of business, Artisan is subject to examination by federal and certain state, local and foreign tax regulators. As of ~~September 30, 2019,~~March 31, 2020, U.S. federal income tax returns filed for the years 2016 through 2018 are open and therefore subject to examination. State, local, and foreign income tax returns filed are generally subject to examination from 2015 to 2018.

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Note 12. Earnings Per Share

Basic earnings per share is computed under the two-class method by dividing income available to Class A common stockholders by the weighted average number of Class A common shares outstanding during the period. Unvested restricted share-based awards are excluded from the number of Class A common shares outstanding for the basic earnings per share calculation because the shares have not yet been earned by employees. Income available to Class A common stockholders is computed by reducing net income attributable to APAM by earnings (both distributed and undistributed) allocated to participating securities, according to their respective rights to participate in those earnings. Unvested share-based awards are participating securities because the awards include non-forfeitable dividend rights during the vesting period. Class B and Class C common shares do not share in profits of APAM and therefore are not reflected in the calculations.

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The computation of basic and diluted earnings per share under the two-class method for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ were as follows:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
Basic and Diluted Earnings Per Share	Basic and Diluted Earnings Per Share	2019		2018		2019		2018		Basic and Diluted Earnings Per Share	2020		2019
Numerator:	Numerator:									Numerator:
Net income attributable to APAM	Net income attributable to APAM	$	41,256	$	42,518	$	111,983	$	125,798	Net income attributable to APAM	$	34,825	$	31,539
Less: Allocation to participating securities	Less: Allocation to participating securities	4,494		4,628		16,521		15,475		Less: Allocation to participating securities	6,835		7,733
Net income available to common stockholders	Net income available to common stockholders	$	36,762	$	37,890	$	95,462	$	110,323	Net income available to common stockholders	$	27,990	$	23,806
Denominator:	Denominator:									Denominator:
Weighted average shares outstanding	Weighted average shares outstanding	51,448,938		49,399,553		50,950,618		48,607,837		Weighted average shares outstanding	53,265,479		50,145,684
Earnings per share	Earnings per share	$	0.71	$	0.77	$	1.87	$	2.27	Earnings per share	$	0.53	$	0.47

Allocation to participating securities in the table above primarily represents dividends paid to holders of unvested restricted share-based awards, which reduces net income available to common stockholders.

There were 0 dilutive securities outstanding during the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019. The Holdings limited partnership units are anti-dilutive primarily due to the impact of public company expenses. Unvested restricted share-based awards are considered participating securities and are therefore anti-dilutive. The following table summarizes the weighted-average shares outstanding that are excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive:


		For the Three Months Ended September 30,			For the Nine Months Ended September 30,				For the Three Months Ended March 31,
Anti-Dilutive Weighted Average Shares Outstanding	Anti-Dilutive Weighted Average Shares Outstanding	2019	2018	2019	2018	Anti-Dilutive Weighted Average Shares Outstanding	2020	2019
Holdings limited partnership units	Holdings limited partnership units	21,594,086	22,951,357	21,958,470	23,505,920	Holdings limited partnership units	20,069,152	22,584,238
Unvested restricted share-based awards	Unvested restricted share-based awards	5,060,127	4,847,786	5,033,331	4,859,526	Unvested restricted share-based awards	5,177,625	4,875,738
Total	Total	26,654,213	27,799,143	26,991,801	28,365,446	Total	25,246,777	27,459,976

Note 13. Indemnifications

In the normal course of business, APAM enters into agreements that include indemnities in favor of third parties. Holdings has also agreed to indemnify APAM as its general partner, Artisan Investment Corporation (“AIC”) as its former general partner, the directors and officers of APAM, the directors and officers of AIC as its former general partner, the members of its former Advisory Committee, and its partners, directors, officers, employees and agents. Holdings’ subsidiaries may also have similar agreements to indemnify their respective general partner(s), directors, officers, directors and officers of their general partner(s), partners, members, employees, and agents. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred. APAM maintains insurance policies that may provide coverage against certain claims under these indemnities.

~~Note 14. Leases~~

Artisan has lease commitments for office space, parking structures, and equipment, which are all accounted for as operating leases. Artisan records expense for operating leases on a straight-line basis over the lease term. Any lease incentives received by Artisan are also amortized on a straight-line basis over the lease term.

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Artisan assesses its contractual arrangements for the existence of a lease at inception. Operating leases with an initial term greater than 12 months are recorded as operating lease assets and operating lease liabilities in the Unaudited Condensed Consolidated Statements of Financial Condition. Lease components (e.g. fixed rental payments) and non-lease components (e.g. fixed common-area maintenance costs) are generally accounted for as a single component.

Operating lease assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Artisan’s lease agreements generally do not provide an implicit interest rate, and therefore the present value calculation uses Artisan’s estimated incremental borrowing rate. A market-based approach was used to estimate the incremental borrowing rate for each individual lease using observable market interest rates and Artisan specific inputs. The lease terms include periods covered by options to extend or exclude periods covered by options to terminate the lease when it is reasonably certain that Artisan will exercise that option.

~~Operating lease expense was as follows:~~

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2019 2018 2019 2018
Compensation and benefits $ 128 $ 117 $ 388 $ 350
Occupancy⁽¹⁾
3,736 3,739 12,801 9,793
Communication and technology 82 89 234 251
Sublease income (143) — (143) —
Total operating lease expense $ 3,803 $ 3,945 $ 13,280 $ 10,394
⁽¹⁾ Occupancy includes a $1.5 million charge related to the abandonment of a leased office space during the nine months ended September 30, 2019, as discussed below.

During the nine months ended September 30, 2019, the Company recognized an asset impairment loss of $2.1 million related to the abandonment of a leased office location. The loss is recorded in occupancy expense based on the present value of expected future cash flows and consists of a $1.5 million lease asset impairment and a $0.6 million property impairment.

~~The table below presents the maturity of operating lease liabilities:~~

As of September 30, 2019
2019 (excluding the nine months ended September 30, 2019) $ 3,955
2020 16,167
2021 16,294
2022 14,802
2023 13,245
Thereafter 60,495
Total undiscounted lease payments $ 124,958
Adjustment to discount to present value (22,112)
Total operating lease liabilities $ 102,846

~~As of September 30, 2019, there were not any leases that were signed but not yet commenced, and NaN of the options to extend lease terms were reasonably certain of being exercised.~~

~~Other information related to leases was as follows:~~


	~~For the Nine Months Ended September 30, 2019~~
~~Weighted average discount rate~~	~~4.7~~		%
~~Weighted average remaining lease term~~	~~8.3 years~~
~~Operating cash flows for operating leases~~	$	~~10,423~~

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~~At December 31, 2018, the aggregate future minimum payments for leases for each of the following five years and thereafter are as follows:~~

As of December 31, 2018
2019 $ 14,123
2020 15,340
2021 15,215
2022 13,748
2023 12,378
Thereafter 57,185
Total undiscounted lease payments $ 127,989

Note ~~15.~~14. Related Party Transactions

Several of the current executive officers and directors of APAM or entities associated with those individuals, are limited partners of Holdings. As a result, certain transactions (such as TRA payments) between Artisan and the limited partners of Holdings are considered to be related party transactions with respect to these persons.

Affiliate transactions—Artisan Funds

Artisan has an agreement to serve as the investment adviser to Artisan Funds, with which certain Artisan employees are affiliated. Under the terms of the agreement, which generally is reviewed and continued by the board of directors of Artisan Funds annually, a fee is paid to Artisan based on an annual percentage of the average daily net assets of each Artisan Fund ranging from 0.625% to 1.05%. Artisan has contractually agreed to waive its management fees or reimburse for expenses incurred to the extent necessary to limit annualized ordinary operating expenses incurred by certain of the Artisan Funds to not more than a fixed percentage (ranging from 0.88% to 1.50%) of a fund’s average daily net assets. In addition, Artisan may voluntarily waive fees or reimburse any of the Artisan Funds for other expenses. The officers and ~~a director~~directors of Artisan Funds who are affiliated with Artisan receive no compensation from the funds.

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Fees for managing Artisan Funds and amounts waived or reimbursed by Artisan for fees and expenses (including management fees) are as follows:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
Artisan Funds	Artisan Funds	2019		2018		2019		2018		Artisan Funds	2020		2019
Investment management fees (Gross of fee waivers/expense reimbursements)	Investment management fees (Gross of fee waivers/expense reimbursements)	$	116,040	$	125,486	$	334,445	$	376,066	Investment management fees (Gross of fee waivers/expense reimbursements)	$	114,767	$	106,281
Fee waivers / expense reimbursements	Fee waivers / expense reimbursements	$	114	$	94	$	314	$	336	Fee waivers / expense reimbursements	$	88	$	101

Affiliate transactions—Artisan Global Funds

Artisan has an agreement to serve as the investment manager to Artisan Global Funds, with which certain Artisan employees are affiliated. Under the terms of these agreements, a fee is paid based on an annual percentage of the average daily net assets of each fund ranging from 0.75% to 1.85%. Artisan reimburses each sub-fund of Artisan Global Funds to the extent that sub-fund’s annual expenses, not including Artisan’s fee, exceed certain levels, which range from 0.10% to 0.20%. In addition, Artisan may voluntarily waive fees or reimburse any of the Artisan Global Funds for other expenses. The directors of Artisan Global Funds who are also employees of Artisan receive no compensation from the funds.

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Fees for managing Artisan Global Funds and amounts reimbursed to Artisan Global Funds by Artisan are as follows:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
Artisan Global Funds	Artisan Global Funds	2019		2018		2019		2018		Artisan Global Funds	2020		2019
Investment management fees (Gross of fee waivers/expense reimbursements)	Investment management fees (Gross of fee waivers/expense reimbursements)	$	8,148	$	9,109	$	24,416	$	26,600	Investment management fees (Gross of fee waivers/expense reimbursements)	$	8,176	$	8,172
Elimination of management fees from consolidated investment products⁽¹⁾	Elimination of management fees from consolidated investment products⁽¹⁾	(17)		(19)		(49)		(45)		Elimination of management fees from consolidated investment products⁽¹⁾	(13)		(16)
Consolidated investment management fees (Gross of fee waivers / expense reimbursements)	Consolidated investment management fees (Gross of fee waivers / expense reimbursements)	8,131		9,090		24,367		26,555		Consolidated investment management fees (Gross of fee waivers / expense reimbursements)	$	8,163	$	8,156

Fee waivers / expense reimbursements	Fee waivers / expense reimbursements	$	162	$	146	$	330	$	287	Fee waivers / expense reimbursements	$	95	$	124
Elimination of fee waivers / expense reimbursements from consolidated investment products⁽¹⁾	Elimination of fee waivers / expense reimbursements from consolidated investment products⁽¹⁾	(93)		(146)		(197)		(286)		Elimination of fee waivers / expense reimbursements from consolidated investment products⁽¹⁾	(48)		(103)
Consolidated fee waivers / expense reimbursements	Consolidated fee waivers / expense reimbursements	69		—		133		1		Consolidated fee waivers / expense reimbursements	$	47	$	21

⁽¹⁾Investment management fees and expense waivers related to consolidated investment products were eliminated from revenue upon consolidation.	⁽¹⁾Investment management fees and expense waivers related to consolidated investment products were eliminated from revenue upon consolidation.															⁽¹⁾Investment management fees and expense waivers related to consolidated investment products were eliminated from revenue upon consolidation.

Affiliate transactions—Artisan Private Funds

Pursuant to written agreements, Artisan serves as the investment manager, and acts as the general partner, for certain Artisan Private Funds. Under the terms of these agreements, Artisan earns a management fee and for certain funds is entitled to receive either an allocation of profits or a performance-based fee. In addition, for a period of time following the formation of each private fund, Artisan has agreed to reimburse the fund to the extent that expenses, excluding Artisan’s management fee, ~~incentive~~performance fee and transaction related costs, exceed certain levels, which range from 0.10% to 1.00% per annum of the net assets of the fund. Artisan may also voluntarily waive fees or reimburse the funds for other expenses.

Artisan and certain related parties, including employees, officers and members of the Company’s board have invested in one or more of the funds and currently do not pay a management fee, ~~incentive~~performance fee or incentive allocation.

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Fees for managing the ~~privately offered funds~~Artisan Private Funds and amounts reimbursed to ~~the privately offered funds~~Artisan Private Funds by Artisan are as follows:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
Artisan Private Funds	Artisan Private Funds	2019		2018		2019		2018		Artisan Private Funds	2020		2019
Investment management fees (Gross of fee waivers/expense reimbursements)	Investment management fees (Gross of fee waivers/expense reimbursements)	$	775	$	210	$	2,044	$	441	Investment management fees (Gross of fee waivers/expense reimbursements)	$	1,280	$	604
Elimination of management fees from consolidated investment products⁽¹⁾	Elimination of management fees from consolidated investment products⁽¹⁾	(42)		(18)		(124)		(249)		Elimination of management fees from consolidated investment products⁽¹⁾	(51)		(40)
Consolidated investment management fees (Gross of fee waivers / expense reimbursements)	Consolidated investment management fees (Gross of fee waivers / expense reimbursements)	733		192		1,920		192		Consolidated investment management fees (Gross of fee waivers / expense reimbursements)	$	1,229	$	564

Fee waivers / expense reimbursements	Fee waivers / expense reimbursements	$	42	$	74	$	124	$	148	Fee waivers / expense reimbursements	$	45	$	53
Elimination of fee waivers / expense reimbursements from consolidated investment products⁽¹⁾	Elimination of fee waivers / expense reimbursements from consolidated investment products⁽¹⁾	(14)		(74)		(96)		(148)		Elimination of fee waivers / expense reimbursements from consolidated investment products⁽¹⁾	(13)		(53)
Consolidated fee waivers / expense reimbursements	Consolidated fee waivers / expense reimbursements	28		—		28		—		Consolidated fee waivers / expense reimbursements	$	32	$	—

⁽¹⁾ Investment management fees and expense waivers related to consolidated investment products were eliminated from revenue upon consolidation.	⁽¹⁾ Investment management fees and expense waivers related to consolidated investment products were eliminated from revenue upon consolidation.															⁽¹⁾ Investment management fees and expense waivers related to consolidated investment products were eliminated from revenue upon consolidation.

Note ~~16.~~15. Subsequent Events

Distributions and dividends

APAM, acting as the general partner of Artisan Partners Holdings, declared, effective ~~October 29, 2019,~~April 28, 2020, a distribution by Artisan Partners Holdings of ~~$25.5~~$34.7 million to holders of Artisan Partners Holdings partnership units, including APAM. The board of directors of APAM declared, effective ~~October 29, 2019,~~April 28, 2020, a quarterly dividend of ~~$0.65~~$0.61 per share of Class A common stock. The APAM dividend is payable on ~~November~~May 29, ~~2019,~~2020, to shareholders of record as of ~~November~~May 15, ~~2019.~~2020.

TRA Payments

On April 15, 2020 the Company made a payment of $20.3 million under the tax receivable agreements representing a portion of the Company's estimated total 2020 TRA payments.

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

Overview

We are an investment management firm focused on providing high-value added, active investment strategies to sophisticated clients globally. As of ~~September 30, 2019,~~March 31, 2020, our nine autonomous investment teams managed a total of 1718 investment strategies across multiple asset classes and investment styles. Over our firm’s history, we have created new investment strategies that can use a broad array of securities, instruments, and techniques (which we call degrees of freedom) to differentiate returns and manage risk.

We focus our distribution efforts on sophisticated investors and asset allocators, including institutions and intermediaries that operate with institutional-like decision-making processes. We offer our investment strategies to clients and investors through multiple investment vehicles, including separate accounts and different types of pooled vehicles. As of ~~September 30, 2019,~~March 31, 2020, approximately ~~79%~~80% of our assets under management were managed for clients and investors domiciled in the U.S. and ~~21%~~20% of our assets under management were managed for clients and investors domiciled outside of the U.S.

As a high-value added investment manager we expect that long-term investment performance will be the primary driver of our long-term business and financial results. If we maintain and evolve existing investment strategies and launch new investment strategies that meet the needs of and generate attractive outcomes for sophisticated asset allocators, we believe that we will continue to generate strong business and financial results.

Over shorter time periods, changes in our business and financial results are largely driven by market conditions and fluctuations in our assets under management that may not necessarily be the result of our long-term investment performance or the long-term demand for our strategies. For this reason, we expect that our business and financial results will be lumpy over time.

During the third quarter of 2019, our assets under management declined to $112.5 billion, a decrease of $1.3 billion, or 1%, compared to $113.8 billion at June 30, 2019, as a result of $0.7 billion of net client cash outflows and $0.6 billion in market depreciation. Average assets under management for the September 2019 quarter were $113.0 billion, a decrease of ~~3% from the average of $116.2 billion for the September 2018 quarter.~~

We strive to maintain a financial model that is transparent and predictable. We derive essentially all of our revenues from investment management fees, nearly all of which are based on a specified percentage of clients’ average assets under management. A majority of our expenses, including most of our compensation expense, vary directly with changes in our revenues. We invest thoughtfully to support our investment teams and future growth, while also paying out to shareholders and partners a majority of the cash that we generate from operations through distributions and dividends.

~~Revenues~~Business and financial highlights for the quarter included:

•Our investment teams continued to generate strong absolute and relative investment returns for clients and investors. Net of fees, 14 of our 18 strategies have generated meaningful out-performance relative to their broad-based benchmarks since inception.

•During the quarter, we launched the Select Equity strategy managed by our Global Value team.

•During the three months ended March 31, 2020, our assets under management declined to $95.2 billion, a decrease of $25.8 billion, or 21%, compared to $121.0 billion at December 31, 2019, as a result of $25.3 billion of market depreciation and $0.5 billion in net client cash outflows.

•Average assets under management for the three months ended March 31, 2020 were ~~$202.9~~$113.8 billion, an increase of 8% from the average of $104.9 billion for the three months ended March 31, 2019, and a decrease of 2% from the average of $115.8 billion for the three months ended December 31, 2019.

•Ten of our 18 strategies had positive net inflows in the three months ended March 31, 2020, with six of our strategies having net inflows in excess of $100 million. Our Third Generation strategies (with inception dates beginning in 2014) had $1.1 billion in net inflows.

•We earned $202.8 million in revenue for the three months ended March 31, 2020, an increase of 8% from revenues of $187.0 million for the three months ended ~~September 30, 2019, a 5% decrease from revenues of $212.8 million~~March 31, 2019.

•Our operating margin was 35.0% for the three months ended ~~September 30, 2018. Operating margin was 37.2%~~March 31, 2020, compared to 30.9% for the three months ended ~~September 30, 2019, compared to 38.5% for the three months ended September 30, 2018. During the quarter, we~~March 31, 2019.

•We generated $0.53 of earnings per basic and diluted share and $0.66 of adjusted EPS.

•We declared and ~~paid a quarterly dividend~~distributed dividends of ~~$0.60~~$1.28 per share of Class A common ~~stock.~~stock during the three months ended March 31, 2020.

~~During~~•As of April 24, 2020, year to date we have experienced positive net inflows in 13 of our eighteen investment strategies.

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COVID-19 Pandemic

The COVID-19 pandemic and the ~~September 2019 quarter, the Company's deferred tax rate increased as~~reaction to it contributed to a ~~result of a change~~decline in ~~estimated state income tax expense. The higher deferred tax rate increased deferred tax assets by $23.0 million with~~global markets and a corresponding ~~decrease~~decline in our assets under management. Because the revenue we earn is based on the market value of our assets under management, we expect this and any further decline in our AUM to ~~the provision for income taxes. The remeasurement of deferred tax assets also resulted~~result in a ~~$19.6 million~~corresponding decline in our revenues and earnings.

The COVID-19 pandemic has also impacted the manner in which we operate. As of the date of this filing, nearly all of our employees are working from home and we have ceased all business travel. Additionally, many third-party vendors on whom we rely for certain critical functions have also transitioned to remote environments. We have also experienced an increase toin trading activity, driven by increased client cash flows (both in and out) and investment teams repositioning portfolios.

We believe we are operating well under these circumstances, benefiting from the ~~amounts payable under~~flexible and highly mobile operating environment we have built over 25 years. However, market declines and volatility, as well as changes in our operations and those of our key vendors, may result in increased client redemptions; inefficiencies, delays and decreased communication; and an increase in the ~~tax receivable agreements with a corresponding increase to non-operating expense. The Company's statutory corporate tax rate~~number and ~~adjusted effective tax rate for~~significance of operational and trade errors. In addition, we do not know what, if any, longer-term impact the current ~~year increased from 23.5%~~operating circumstances (and/or the extension of them) will have on our business and results.

Given the fluidity of the COVID-19 pandemic situation, our senior management is meeting regularly to ~~24.1%.~~ensure Artisan is well-positioned to quickly adjust and react as circumstances warrant, and is providing frequent communications internally with and among our associates, our executive team and our board of directors—and externally with clients, prospects, consultants and shareholders.

Organizational Structure

Our operations are conducted through Artisan Partners Holdings (“Holdings”) and its subsidiaries. On March 12, 2013, Artisan Partners Asset Management Inc. (“APAM”) and Artisan Partners Holdings LP completed a series of transactions (“the IPO Reorganization”) to reorganize their capital structures in connection with the initial public offering (“IPO”) of APAM’s Class A common stock. The IPO Reorganization and IPO were completed on March 12, 2013. The IPO Reorganization was designed to create a capital structure that preserves our ability to conduct our business through Holdings, while permitting us to raise additional capital and provide access to liquidity through a public company.

Our employees and other limited partners of Holdings held approximately ~~28%~~23% of the equity interests in Holdings as of ~~September 30, 2019.~~March 31, 2020. As a result, our results reflect that significant noncontrolling interest.

We operate our business in a single segment.

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~~2019~~2020 Follow-On Offering and Holdings Unit Exchanges

On February 24, 2020, APAM completed an offering of 1,802,326 shares of Class A common stock and utilized all of the proceeds to purchase an aggregate of 1,802,326 common units from certain limited partners of Holdings. In connection with the offering, APAM received 1,802,326 GP units of Holdings.

During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, certain limited partners of Holdings exchanged ~~1,330,432~~1,626,611 common units (along with a corresponding number of shares of Class B or Class C common stock of APAM) for ~~1,330,432~~1,626,611 shares of Class A common stock. In connection with the exchanges, APAM received ~~1,330,432~~1,626,611 GP units of Holdings.

APAM’s equity ownership interest in Holdings increased from ~~70%~~73% at December 31, ~~2018~~2019 to ~~72%~~77% at ~~September 30, 2019,~~March 31, 2020, as a result of these transactions and other equity transactions during the period.

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Financial Overview

Economic Environment

Global equity and debt market conditions can materially affect our financial performance. The following table presents the total returns of relevant market indices for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018		2019		2018			2020		2019
S&P 500 total returns	S&P 500 total returns	1.7	%	7.7	%	20.6	%	10.6	%	S&P 500 total returns	(19.6)	%	13.6	%
MSCI All Country World total returns	MSCI All Country World total returns	0.0	%	4.3	%	16.2	%	3.8	%	MSCI All Country World total returns	(21.4)	%	12.2	%
MSCI EAFE total returns	MSCI EAFE total returns	(1.1)	%	1.4	%	12.8	%	(1.4)	%	MSCI EAFE total returns	(22.8)	%	10.0	%
Russell Midcap^® total returns	Russell Midcap^® total returns	0.5	%	5.0	%	21.9	%	7.5	%	Russell Midcap^® total returns	(27.1)	%	16.5	%
MSCI Emerging Markets Index	MSCI Emerging Markets Index	(4.2)	%	(1.1)	%	5.9	%	(7.7)	%	MSCI Emerging Markets Index	(23.6)	%	9.9	%
ICE BofA Merrill Lynch U.S. High Yield Master II Total Return Index		1.2	%	2.4	%	11.5	%	2.5	%
ICE BofA U.S. High Yield Master II Total Return Index										ICE BofA U.S. High Yield Master II Total Return Index	(13.1)	%	7.4	%

Key Performance Indicators

When we review our business and financial performance we consider, among other things, the following:


		For the Three Months Ended September 30,									For the Nine Months Ended September 30,										For the Three Months Ended March 31,
		2019			2018			2019			2018				2020			2019
		(unaudited; dollars in millions)																				(unaudited; dollars in millions)
Assets under management at period end	Assets under management at period end	$	112,492		$	116,573		$	112,492		$	116,573		Assets under management at period end	$	95,224		$	107,803
Average assets under management ⁽¹⁾	Average assets under management ⁽¹⁾	$	113,027		$	116,221		$	109,407		$	116,769		Average assets under management ⁽¹⁾	$	113,802		$	104,938
Net client cash flows	Net client cash flows	$	(727)		$	(1,545)		$	(2,342)		$	(2,487)		Net client cash flows	$	(449)		$	(1,110)
Total revenues	Total revenues	$	202.9		$	212.8		$	590.6		$	637.1		Total revenues	$	202.8		$	187.0
Weighted average fee ⁽²⁾	Weighted average fee ⁽²⁾	71.3		bps	72.7		bps	72.2		bps	73.0		bps	Weighted average fee ⁽²⁾	71.7		bps	72.3		bps
Operating margin	Operating margin	37.2		%	38.5		%	34.6		%	37.8		%	Operating margin	35.0		%	30.9		%

⁽¹⁾We compute average assets under management by averaging day-end assets under management for the applicable period.	⁽¹⁾We compute average assets under management by averaging day-end assets under management for the applicable period.																						⁽¹⁾We compute average assets under management by averaging day-end assets under management for the applicable period.
⁽²⁾ We compute our weighted average fee by dividing annualized investment management fees and performance fees by average assets under management for the applicable period.	⁽²⁾ We compute our weighted average fee by dividing annualized investment management fees and performance fees by average assets under management for the applicable period.																						⁽²⁾ We compute our weighted average fee by dividing annualized investment management fees and performance fees by average assets under management for the applicable period.

Management fees and assets under management within our consolidated investment products are excluded from the weighted average fee calculations and from total revenues, since any such revenues are eliminated upon consolidation. Assets under management within Artisan Private Funds are included in the reported firm-wide, separate account, and institutional assets under management figures reported below.

Assets Under Management and Investment Performance

Changes to our operating results from one period to another are primarily caused by changes in the amount of our assets under management. Changes in the relative composition of our assets under management among our investment strategies and vehicles and the effective fee rates on our products also impact our operating results.

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The amount and composition of our assets under management are, and will continue to be, influenced by a variety of factors including, among others:

•investment performance, including fluctuations in both the financial markets and foreign currency exchange rates and the quality of our investment decisions;

•flows of client assets into and out of our various strategies and investment vehicles;

•our decision to close strategies or limit the growth of assets in a strategy or a vehicle when we believe it is in the best interest of our clients; as well as our decision to re-open strategies, in part or entirely;

•our ability to attract and retain qualified investment, management, and marketing and client service professionals;

•industry trends towards products, strategies, vehicles, or services that we do not offer;

•competitive conditions in the investment management and broader financial services sectors; and

•investor sentiment and confidence.

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The table below sets forth changes in our total assets under management:

For the Three Months Ended September 30, Period-to-Period
2019 2018 $ %
(unaudited; in millions)
Beginning assets under management $ 113,843 $ 114,190 $ (347) (0.3) %
Gross client cash inflows 4,201 3,642 559 15.3 %
Gross client cash outflows (4,928) (5,187) 259 5.0 %
Net client cash flows (727) (1,545) 818 52.9 %
Market appreciation (depreciation) ⁽¹⁾
(624) 3,928 (4,552) (115.9) %
Ending assets under management $ 112,492 $ 116,573 $ (4,081) (3.5) %
Average assets under management $ 113,027 $ 116,221 $ (3,194) (2.7) %
⁽¹⁾ Includes the impact of translating the value of assets under management denominated in non-USD currencies into U.S. dollars. The impact was immaterial for the periods presented.
For the Nine Months Ended September 30, Period-to-Period
2019 2018 $ %
(unaudited; in millions)
Beginning assets under management $ 96,224 $ 115,494 $ (19,270) (16.7) %
Gross client cash inflows 13,616 13,755 (139) (1.0) %
Gross client cash outflows (15,958) (16,242) 284 1.7 %
Net client cash flows (2,342) (2,487) 145 5.8 %
Market appreciation (depreciation) ⁽¹⁾
18,610 3,566 15,044 421.9 %
Ending assets under management $ 112,492 $ 116,573 $ (4,081) (3.5) %
Average assets under management $ 109,407 $ 116,769 $ (7,362) (6.3) %
⁽¹⁾ Includes the impact of translating the value of assets under management denominated in non-USD currencies into U.S. dollars. The impact was immaterial for the periods presented.

During the quarter, ten of our seventeen strategies had aggregate net inflows, totaling $1.1 billion of net inflows. These net inflows were offset by $1.8 billion in aggregate net outflows from the rest of our strategies, including the Non-U.S. Growth, U.S. Mid-Cap Growth, and U.S. Mid-Cap Value strategies, where we expect net outflows to continue in the near term.


	For the Three Months Ended March 31,						Period-to-Period
	2020		2019		$		%
	(unaudited; in millions)
Beginning assets under management	$	121,016	$	96,224	$	24,792	25.8	%
Gross client cash inflows	7,079		4,700		2,379		50.6	%
Gross client cash outflows	(7,528)		(5,810)		(1,718)		(29.6)	%
Net client cash flows	(449)		(1,110)		661		59.5	%
Market appreciation (depreciation) ⁽¹⁾	(25,343)		12,689		(38,032)		(299.7)	%

Ending assets under management	$	95,224	$	107,803	$	(12,579)	(11.7)	%
Average assets under management	$	113,802	$	104,938	$	8,864	8.4	%

⁽¹⁾ Includes the impact of translating the value of assets under management denominated in non-USD currencies into U.S. dollars. The impact was immaterial for the periods presented.

During the quarter, our AUM decreased by ~~$1.3~~$25.8 billion due to ~~$0.7~~$25.3 billion of market depreciation resulting from the sharp decline in global equity markets caused by the COVID-19 pandemic, and $0.5 billion in net client cash outflows. Ten of our 18 investment strategies had net inflows, totaling $1.6 billion. Our eight Third Generation strategies (with inception dates beginning in 2014) had $1.1 billion in net inflows. We expect the Third Generation strategies to continue to experience net inflows.

During the quarter, the net inflows across the majority of our strategies were offset by $2.1 billion of net ~~client cash~~ outflows across the remaining 8 of our 18 strategies, including the Non-US Growth, US Mid-Cap Growth, and ~~$0.6~~US Mid-Cap Value strategies.

As of April 24, 2020, we've experienced $1.3 billion in ~~market depreciation.~~ net inflows across the firm since the beginning of the year, with positive flows in 13 of our 18 strategies.

Over the long-term, we expect ~~investment performance~~market appreciation to generate the majority of our AUM growth, which has been our historical experience.

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We monitor the availability of attractive investment opportunities relative to the amount of assets we manage in each of our investment strategies. When appropriate, we will close a strategy to new investors or otherwise take action to slow or restrict its growth, even though our aggregate assets under management may be negatively impacted in the short term. We may also re-open a strategy, widely or selectively, to fill available capacity or manage the diversification of our client base in that strategy. We believe that management of our investment capacity protects our ability to manage assets successfully, which protects the interests of our clients and, in the long term, protects our ability to retain client assets and maintain our profit margins.

As of the date of this filing, all our strategies are open to new investors and client relationships. Our US Small-Cap Growth strategy has limited availability to most new investors and client relationships. Our Global Opportunities strategy is open across pooled vehicles, but closed to most new separate account clients.

When we close or otherwise restrict the growth of a strategy, we typically continue to allow additional investments in the strategy by existing clients and certain related entities. We may also permit new investments by other eligible investors in our discretion. As a result, during a given period we may have net client cash inflows in a closed strategy. However, when a strategy is closed or its growth is restricted we expect there to be periods of net client cash outflows.

As of the date of this filing, our Non-U.S. Value and U.S. Small-Cap Growth strategies are closed to most new investors and client relationships, but remain open to existing investors and client relationships. Our Global Opportunities strategy is open across pooled vehicles, but closed to most new separate account clients. We may selectively accept additional separate account clients in that strategy, but we are managing asset flows into that strategy with a bias towards assets from pooled vehicles.

In November 2019 we expect the Artisan Funds will make their annual income and capital gain distributions. Based on our current estimates and assumptions, we expect this year's distributions to result in approximately $450 million of net client cash outflows from investors who choose not to reinvest their dividends. In November 2018 those distributions resulted in approximately $852 million of net client cash outflows. The November 2019 distribution (estimates of which we expect Artisan funds will disclose in advance of the record date) may cause increased mutual fund redemptions.

The table on the following page sets forth the average annual total returns for each composite (gross of fees) and its respective broad-based benchmark (and style benchmark, if applicable) over a multi-horizon time period as of ~~September 30, 2019.~~March 31, 2020. Returns for periods less than one year are not annualized.

We measure investment performance based upon the results of our “composites”, which represent the aggregate performance of all discretionary client accounts, including mutual funds, invested in the same strategy except those accounts with respect to which we believe client-imposed investment restrictions may have a material impact on portfolio construction and those accounts managed in a currency other than U.S. dollars. The results of these excluded accounts, which represented approximately ~~11%~~10% of our assets under management at ~~September 30, 2019,~~March 31, 2020, are maintained in separate composites the results of which are not included below.

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										Average Annual Value-Added⁽¹⁾ Since Inception (bps)															Average Annual Value-Added⁽¹⁾ Since Inception (bps)
		Composite Inception	Strategy AUM		Average Annual Total Returns (gross) (%)														Composite Inception		Strategy AUM		Average Annual Total Returns (gross) (%)				Average Annual Value-Added⁽¹⁾ Since Inception (bps)
Investment Team and Strategy	Investment Team and Strategy	Date	(in $MM)		1 YR	3 YR	5 YR	10 YR	Inception				Investment Team and Strategy	Date			(in $MM)			1 YR	3 YR	5 YR	10 YR	Inception		Average Annual Value-Added⁽¹⁾ Since Inception (bps)
Growth Team	Growth Team										Growth Team
Global Opportunities Strategy	Global Opportunities Strategy	2/1/2007	$	17,775	5.96%	13.00%	11.83%	14.69%	10.63%		573		Global Opportunities Strategy	2/1/2007			$	16,542		2.53%	9.70%	9.84%	12.93%	9.84%			635
MSCI All Country World Index	MSCI All Country World Index				1.38%	9.71%	6.65%	8.34%	4.90%		MSCI All Country World Index								(11.26)%	1.50%	2.85%	5.87%	3.49%
Global Discovery Strategy	Global Discovery Strategy	9/1/2017	$	723	9.35%				15.73%	949	Global Discovery Strategy	9/1/2017			$	764			4.22%	--			10.34%		1,144
MSCI All Country World Index	MSCI All Country World Index				1.38%				6.24%		MSCI All Country World Index								(11.26)%	--			(1.10)%
U.S. Mid-Cap Growth Strategy		4/1/1997	$	10,716	6.47%	14.05%	11.11%	14.90%	15.01%	483
US Mid-Cap Growth Strategy											US Mid-Cap Growth Strategy	4/1/1997			$	9,273			1.28%	10.66%	7.87%	12.96%	14.41%		563
Russell Midcap® Index	Russell Midcap® Index				3.19%	10.69%	9.10%	13.06%	10.18%		Russell Midcap® Index								(18.31)%	(0.81)%	1.85%	8.76%	8.78%
Russell Midcap® Growth Index	Russell Midcap® Growth Index				5.20%	14.50%	11.11%	14.07%	9.38%		Russell Midcap® Growth Index								(9.45)%	6.53%	5.60%	10.88%	8.48%
U.S. Small-Cap Growth Strategy		4/1/1995	$	3,140	3.27%	17.45%	15.35%	16.26%	11.05%	213
US Small-Cap Growth Strategy											US Small-Cap Growth Strategy	4/1/1995			$	3,112			(1.99)%	13.52%	11.20%	14.49%	10.55%		299
Russell 2000® Index	Russell 2000® Index				(8.89)%	8.23%	8.18%	11.19%	8.92%		Russell 2000® Index								(23.99)%	(4.64)%	(0.25)%	6.90%	7.56%
Russell 2000® Growth Index	Russell 2000® Growth Index				(9.63)%	9.79%	9.07%	12.24%	7.58%		Russell 2000® Growth Index								(18.58)%	0.10%	1.70%	8.88%	6.61%
Global Equity Team	Global Equity Team										Global Equity Team
Global Equity Strategy	Global Equity Strategy	4/1/2010	$	1,820	8.12%	15.53%	11.28%		12.83%	490	Global Equity Strategy	4/1/2010			$	1,489			(1.37)%	10.78%	7.15%	11.06	11.06%		519
MSCI All Country World Index	MSCI All Country World Index				1.38%	9.71%	6.65%		7.93%		MSCI All Country World Index								(11.26)%	1.50%	2.85%	5.87	5.87%
Non-U.S. Growth Strategy		1/1/1996	$	22,689	7.52%	10.02%	5.34%	8.06%	10.13%	552
Non-US Growth Strategy											Non-US Growth Strategy	1/1/1996			$	18,423			(6.61)%	4.16%	1.02%	6.19%	9.20%		546
MSCI EAFE Index	MSCI EAFE Index				(1.34)%	6.48%	3.27%	4.90%	4.61%		MSCI EAFE Index								(14.38)%	(1.82)%	(0.62)%	2.71%	3.74%
Non-U.S. Small-Mid Growth Strategy		1/1/2019	$	1,727					21.86%	1,090
Non-US Small-Mid Growth Strategy											Non-US Small-Mid Growth Strategy	1/1/2019			$	2,112			(5.56)%	--			7.30%		1,691
MSCI All Country World Index Ex USA Small Mid Cap	MSCI All Country World Index Ex USA Small Mid Cap								10.96%		MSCI All Country World Index Ex USA Small Mid Cap								(20.05)%	--			(9.61)%

U.S. Value Team
US Value Team											US Value Team
Value Equity Strategy	Value Equity Strategy	7/1/2005	$	2,633	(0.65)%	9.17%	7.74%	11.17%	8.15%	(80)	Value Equity Strategy	7/1/2005			$	2,355			(17.26)%	(3.00)%	1.98%	7.10%	6.05%		(156)
Russell 1000® Index	Russell 1000® Index				3.87%	13.19%	10.61%	13.22%	8.95%		Russell 1000® Index								(8.03)%	4.64%	6.21%	10.38%	7.61%
Russell 1000® Value Index	Russell 1000® Value Index				4.00%	9.43%	7.79%	11.46%	7.37%		Russell 1000® Value Index								(17.17)%	(2.17)%	1.90%	7.66%	5.38%
U.S. Mid-Cap Value Strategy		4/1/1999	$	4,346	(1.38)%	8.03%	6.15%	10.93%	12.46%	313
US Mid-Cap Value Strategy											US Mid-Cap Value Strategy	4/1/1999			$	2,618			(27.22)%	(7.64)%	(2.15)%	5.80%	10.21%		239
Russell Midcap® Index	Russell Midcap® Index				3.19%	10.69%	9.10%	13.06%	9.33%		Russell Midcap® Index								(18.31)%	(0.81)%	1.85%	8.76%	7.82%
Russell Midcap® Value Index	Russell Midcap® Value Index				1.60%	7.82%	7.55%	12.28%	9.54%		Russell Midcap® Value Index								(24.13)%	(5.96)%	(0.76)%	7.21%	7.65%

International Value Team	International Value Team										International Value Team
Non-U.S. Value Strategy		7/1/2002	$	20,394	1.59%	7.07%	5.48%	9.64%	11.49%	562
International Value Strategy											International Value Strategy	7/1/2002			$	15,895			(16.82)%	(2.80)%	0.05%	6.40%	9.76%		513
MSCI EAFE Index	MSCI EAFE Index				(1.34)%	6.48%	3.27%	4.90%	5.87%		MSCI EAFE Index								(14.38)%	(1.82)%	(0.62)%	2.71%	4.63%
Global Value Team	Global Value Team										Global Value Team
Global Value Strategy	Global Value Strategy	7/1/2007	$	18,207	0.64%	8.98%	7.24%	11.59%	8.18%	383	Global Value Strategy	7/1/2007			$	13,691			(20.71)%	(3.22)%	0.90%	7.55%	5.60%		268
MSCI All Country World Index	MSCI All Country World Index				1.38%	9.71%	6.65%	8.34%	4.35%		MSCI All Country World Index								(11.26)%	1.50%	2.85%	5.87%	2.92%
Select Equity Strategy											Select Equity Strategy	3/1/2020			$	10			--				(19.19)%		(684)
S&P 500 Market Index											S&P 500 Market Index								--				(12.35)%
Sustainable Emerging Markets Team	Sustainable Emerging Markets Team										Sustainable Emerging Markets Team
Sustainable Emerging Markets Strategy	Sustainable Emerging Markets Strategy	7/1/2006	$	211	3.33%	8.78%	6.04%	3.92%	5.48%	78	Sustainable Emerging Markets Strategy	7/1/2006			$	377			(18.90)%	(0.80)%	2.47%	0.79%	3.78%		45
MSCI Emerging Markets Index	MSCI Emerging Markets Index				(2.02)%	5.97%	2.33%	3.37%	4.70%		MSCI Emerging Markets Index								(17.69)%	(1.62)%	(0.37)%	0.68%	3.33%
Credit Team	Credit Team										Credit Team
High Income Strategy	High Income Strategy	4/1/2014	$	3,780	5.83%	7.52%	7.53%		7.28%	231	High Income Strategy	4/1/2014			$	3,252			(6.81)%	1.66%	4.39%	--	4.65%		209
ICE BofAML US High Yield Master II Total Return Index					6.30%	6.07%	5.36%		4.97%
ICE BofA US High Yield Master II Total Return Index											ICE BofA US High Yield Master II Total Return Index								(7.45)%	0.55%	2.67%	--	2.56%

Developing World Team	Developing World Team										Developing World Team
Developing World Strategy	Developing World Strategy	7/1/2015	$	2,778	21.82%	11.42%			9.52%	637	Developing World Strategy	7/1/2015			$	3,366			7.26%	11.31%	--		9.55%		1,008
MSCI Emerging Markets Index	MSCI Emerging Markets Index				(2.02)%	5.97%			3.15%		MSCI Emerging Markets Index								(17.69)%	(1.62)%	--		(0.53)%
Thematic Team	Thematic Team										Thematic Team
Thematic Strategy	Thematic Strategy	5/1/2017	$	1,046	13.67%				27.54%	1,571	Thematic Strategy	5/1/2017			$	1,281			1.33%	--			19.19%		1,431
S&P 500 Market Index (Total Return)	S&P 500 Market Index (Total Return)				4.25%				11.83%		S&P 500 Market Index (Total Return)								(6.98)%	--			4.88%

Other Assets Under Management ²	Other Assets Under Management ²		$	507							Other Assets Under Management ²				$	664

Total Assets Under Management	Total Assets Under Management		$	112,492							Total Assets Under Management				$	95,224

⁽¹⁾Value-added is the amount in basis points by which the average annual gross composite return of each of our strategies has outperformed the broad-based market index most commonly used by our clients to compare the performance of the relevant strategy. Value-added for periods less than one year is not annualized. The Artisan High Income Strategy may hold loans and other security types that may not be included in the ICE BofA Merrill Lynch U.S. High Yield Master II Total Return Index. At times, this causes material differences in relative performance. The Global Equity, Global Discovery, and Thematic strategies’ investments in initial public offerings (IPOs) made a material contribution to performance. IPO investments may contribute significantly to a small portfolio’s return, an effect that will generally decrease as assets grow. IPO investments may be unavailable in the future. ⁽²⁾Other Assets Under Management includes AUM managed by the Credit Team in the Credit Opportunities strategy and by the Thematic Team in the Thematic Long/Short strategy, respectively. Strategy specific information has been omitted.
⁽¹⁾Value-added is the amount in basis points by which the average annual gross composite return of each of our strategies has outperformed the broad-based market index most commonly used by our clients to compare the performance of the relevant strategy. Value-added for periods less than one year is not annualized. The Artisan High Income Strategy may hold loans and other security types that may not be included in the ICE BofA U.S. High Yield Master II Total Return Index. At times, this causes material differences in relative performance. The Thematic strategy's investments in initial public offerings (IPOs) made a material contribution to performance. IPO investments may contribute significantly to a small portfolio’s return, an effect that will generally decrease as assets grow. IPO investments may be unavailable in the future. ⁽²⁾Other Assets Under Management includes AUM managed by the Credit Team in the Credit Opportunities strategy and by the Thematic Team in the Thematic Long/Short strategy, respectively. Strategy specific information has been omitted.											⁽¹⁾Value-added is the amount in basis points by which the average annual gross composite return of each of our strategies has outperformed the broad-based market index most commonly used by our clients to compare the performance of the relevant strategy. Value-added for periods less than one year is not annualized. The Artisan High Income Strategy may hold loans and other security types that may not be included in the ICE BofA U.S. High Yield Master II Total Return Index. At times, this causes material differences in relative performance. The Thematic strategy's investments in initial public offerings (IPOs) made a material contribution to performance. IPO investments may contribute significantly to a small portfolio’s return, an effect that will generally decrease as assets grow. IPO investments may be unavailable in the future. ⁽²⁾Other Assets Under Management includes AUM managed by the Credit Team in the Credit Opportunities strategy and by the Thematic Team in the Thematic Long/Short strategy, respectively. Strategy specific information has been omitted.

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The tables below set forth changes in our assets under management by investment team:

By Investment Team
Three Months Ended Growth Global Equity U.S. Value International Value Global Value Sustainable Emerging Markets Credit Developing World Thematic Total
September 30, 2019 (unaudited; in millions)
Beginning assets under management $ 33,018 $ 26,592 $ 7,180 $ 20,178 $ 18,863 $ 202 $ 3,735 $ 2,839 $ 1,236 $ 113,843
Gross client cash inflows 1,041 716 117 1,015 283 19 531 222 257 4,201
Gross client cash outflows (1,281) (1,153) (331) (682) (795) (4) (485) (157) (40) (4,928)
Net client cash flows (240) (437) (214) 333 (512) 15 46 65 217 (727)
Market appreciation (depreciation) (424) 81 13 (117) (144) (6) 62 (126) 37 (624)
Ending assets under management $ 32,354 $ 26,236 $ 6,979 $ 20,394 $ 18,207 $ 211 $ 3,843 $ 2,778 $ 1,490 $ 112,492
Average assets under management $ 33,152 $ 26,348 $ 7,007 $ 19,982 $ 18,291 $ 199 $ 3,851 $ 2,820 $ 1,377 $ 113,027
September 30, 2018
Beginning assets under management $ 31,089 $ 28,064 $ 8,308 $ 21,016 $ 19,751 $ 197 $ 3,072 2,506 $ 187 $ 114,190
Gross client cash inflows 1,289 464 317 699 357 6 285 107 118 3,642
Gross client cash outflows (1,549) (1,451) (515) (781) (557) (5) (134) (190) (5) (5,187)
Net client cash flows (260) (987) (198) (82) (200) 1 151 (83) 113 (1,545)
Market appreciation (depreciation) 1,960 825 254 255 698 (5) 68 (141) 14 3,928
Ending assets under management $ 32,789 $ 27,902 $ 8,364 $ 21,189 $ 20,249 $ 193 $ 3,291 2,282 314 $ 116,573
Average assets under management $ 32,098 $ 28,190 $ 8,475 $ 21,219 $ 20,231 $ 195 $ 3,174 2,390 $ 249 $ 116,221

~~Table of Contents~~


				By Investment Team																																					By Investment Team
Nine Months Ended		Growth		Global Equity		U.S. Value		International Value		Global Value		Sustainable Emerging Markets		Credit		Developing World		Thematic		Total
September 30, 2019				(unaudited; in millions)
Three Months Ended																						Three Months Ended	Growth		Global Equity		US Value		International Value		Global Value		Sustainable Emerging Markets		Credit		Developing World		Thematic		Total
March 31, 2020																						March 31, 2020			(unaudited; in millions)
Beginning assets under management	Beginning assets under management	$	26,251	$	22,967	$	6,577	$	17,681	$	17,113	$	179	$	2,860	$	1,993	$	603	$	96,224	Beginning assets under management	$	34,793	$	27,860	$	7,402	$	22,000	$	19,707	$	234	$	3,850	$	3,374	$	1,796	$	121,016
Gross client cash inflows	Gross client cash inflows	3,278		2,789		397		3,007		807		26		1,492		1,000		820		13,616		Gross client cash inflows	1,420		1,310		441		1,273		640		282		632		588		493		7,079
Gross client cash outflows	Gross client cash outflows	(4,048)		(4,075)		(1,167)		(2,779)		(2,227)		(11)		(846)		(692)		(113)		(15,958)		Gross client cash outflows	(2,157)		(1,346)		(686)		(1,404)		(840)		(4)		(656)		(310)		(125)		(7,528)
Net client cash flows	Net client cash flows	(770)		(1,286)		(770)		228		(1,420)		15		646		308		707		(2,342)		Net client cash flows	(737)		(36)		(245)		(131)		(200)		278		(24)		278		368		(449)
Market appreciation (depreciation)	Market appreciation (depreciation)	6,873		4,555		1,172		2,485		2,514		17		337		477		180		18,610		Market appreciation (depreciation)	(4,365)		(5,800)		(2,184)		(5,974)		(5,806)		(135)		(514)		(286)		(279)		(25,343)

Ending assets under management	Ending assets under management	$	32,354	$	26,236	$	6,979	$	20,394	$	18,207	$	211	$	3,843	$	2,778	$	1,490	$	112,492	Ending assets under management	$	29,691	$	22,024	$	4,973	$	15,895	$	13,701	$	377	$	3,312	$	3,366	$	1,885	$	95,224
Average assets under management	Average assets under management	$	31,387	$	25,344	$	7,092	$	19,762	$	18,471	$	197	$	3,533	$	2,502	$	1,119	$	109,407	Average assets under management	$	33,702	$	26,218	$	6,337	$	20,054	$	17,963	$	352	$	3,754	$	3,492	$	1,930	$	113,802
September 30, 2018
March 31, 2019																						March 31, 2019
Beginning assets under management	Beginning assets under management	$	30,628	$	29,235	$	8,765	$	21,757	$	19,930	$	282	$	2,554	2,253		$	90	$	115,494	Beginning assets under management	$	26,251	$	22,967	$	6,577	$	17,681	$	17,113	$	179	$	2,860	$	1,993	$	603	$	96,224
Gross client cash inflows	Gross client cash inflows	3,873		2,554		852		2,350		1,955		23		1,205		733		210		13,755		Gross client cash inflows	1,117		715		170		1,389		247		4		552		199		307		4,700
Gross client cash outflows	Gross client cash outflows	(5,638)		(4,326)		(1,591)		(1,949)		(1,679)		(90)		(580)		(376)		(13)		(16,242)		Gross client cash outflows	(1,485)		(1,387)		(395)		(996)		(870)		(2)		(217)		(405)		(53)		(5,810)
Net client cash flows	Net client cash flows	(1,765)		(1,772)		(739)		401		276		(67)		625		357		197		(2,487)		Net client cash flows	(368)		(672)		(225)		393		(623)		2		335		(206)		254		(1,110)
Market appreciation (depreciation)	Market appreciation (depreciation)	3,926		439		338		(968)		42		(22)		112		(328)		27		3,566		Market appreciation (depreciation)	4,949		2,432		818		1,797		1,959		20		188		441		85		12,689

Ending assets under management	Ending assets under management	$	32,789	$	27,902	$	8,364	$	21,190	$	20,248	$	193	$	3,291	2,282		314		$	116,573	Ending assets under management	$	30,832	$	24,727	$	7,170	$	19,871	$	18,449	$	201	$	3,383	$	2,228	$	942	$	107,803
Average assets under management	Average assets under management	$	31,732	$	28,885	$	8,460	$	21,572	$	20,360	$	255	$	2,874	2,456		$	175	$	116,769	Average assets under management	$	29,241	$	24,197	$	7,179	$	19,447	$	18,533	$	195	$	3,160	$	2,151	$	835	$	104,938

The goal of our marketing, distribution and client services efforts is to ~~grow~~establish and maintain a client base that is diversified by investment strategy, investment vehicle and distribution channel. As distribution channels have evolved to have more institutional-like decision making processes and longer-term investment horizons, we have expanded our distribution efforts into those areas.

The table below sets forth our assets under management by distribution channel⁽¹⁾:


		As of September 30, 2019						As of September 30, 2018							As of March 31, 2020					As of March 31, 2019
		$ in millions		% of total		$ in millions		% of total			$ in millions		% of total		$ in millions		% of total
		(unaudited)				(unaudited)					(unaudited)				(unaudited)
Institutional	Institutional	$	74,800	66.5	%	$	75,824	65.1	%	Institutional	$	63,397	66.6	%	$	71,432	66.3		%
Intermediary	Intermediary	32,827		29.2	%	35,817		30.7	%	Intermediary	27,868		29.3	%	31,613		29.3		%
Retail	Retail	4,865		4.3	%	4,932		4.2	%	Retail	3,959		4.1	%	4,758		4.4		%
Ending Assets Under Management	Ending Assets Under Management	$	112,492	100.0	%	$	116,573	100.0	%	Ending Assets Under Management	$	95,224	100.0	%	$	107,803	100.0		%

⁽¹⁾The allocation of assets under management by distribution channel involves the use of estimates and the exercise of judgment.	⁽¹⁾The allocation of assets under management by distribution channel involves the use of estimates and the exercise of judgment.																	⁽¹⁾The allocation of assets under management by distribution channel involves the use of estimates and the exercise of judgment.

Our institutional channel includes assets under management sourced from defined contribution plan clients, which made up approximately 12% of our total assets under management as of ~~September 30, 2019.~~

March 31, 2020.

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The following tables set forth the changes in our assets under management for Artisan Funds, Artisan Global Funds and separate accounts:

Three Months Ended Artisan Funds & Artisan Global Funds Separate Accounts Total
September 30, 2019 (unaudited; in millions)
Beginning assets under management $ 54,095 $ 59,748 $ 113,843
Gross client cash inflows 3,109 1,092 4,201
Gross client cash outflows (3,356) (1,572) (4,928)
Net client cash flows (247) (480) (727)
Market appreciation (depreciation) (404) (220) (624)
Net transfers ⁽¹⁾
(41) 41 —
Ending assets under management $ 53,403 $ 59,089 $ 112,492
Average assets under management $ 53,796 $ 59,231 $ 113,027
September 30, 2018
Beginning assets under management $ 57,409 $ 56,781 $ 114,190
Gross client cash inflows 2,453 1,189 3,642
Gross client cash outflows (3,657) (1,530) (5,187)
Net client cash flows (1,204) (341) (1,545)
Market appreciation (depreciation) 1,711 2,217 3,928
Net transfers ⁽¹⁾
— — —
Ending assets under management $ 57,916 $ 58,657 $ 116,573
Average assets under management $ 58,149 $ 58,072 $ 116,221
⁽¹⁾ Net transfers represent certain amounts that we have identified as having been transferred out of one investment strategy or investment vehicle and into another strategy or vehicle.

Nine Months Ended Artisan Funds & Artisan Global Funds Separate Accounts Total
September 30, 2019 (unaudited; in millions)
Beginning assets under management $ 46,654 $ 49,570 $ 96,224
Gross client cash inflows 9,656 3,960 13,616
Gross client cash outflows (11,205) (4,753) (15,958)
Net client cash flows (1,549) (793) (2,342)
Market appreciation (depreciation) 8,577 10,033 18,610
Net transfers ⁽¹⁾
(279) 279 —
Ending assets under management $ 53,403 $ 59,089 $ 112,492
Average assets under management $ 52,360 $ 57,047 $ 109,407
September 30, 2018
Beginning assets under management $ 57,349 $ 58,145 $ 115,494
Gross client cash inflows 10,076 3,679 13,755
Gross client cash outflows (10,405) (5,837) (16,242)
Net client cash flows (329) (2,158) (2,487)
Market appreciation (depreciation) 1,150 2,416 3,566
Net transfers ⁽¹⁾
(254) 254 —
Ending assets under management $ 57,916 $ 58,657 $ 116,573
Average assets under management $ 58,480 $ 58,289 $ 116,769
⁽¹⁾ Net transfers represent certain amounts that we have identified as having been transferred out of one investment strategy or investment vehicle and into another strategy or vehicle.


Three Months Ended	Artisan Funds & Artisan Global Funds		Separate Accounts		Total
March 31, 2020	(unaudited; in millions)
Beginning assets under management	$	57,288	$	63,728	$	121,016
Gross client cash inflows	4,725		2,354		7,079
Gross client cash outflows	(5,575)		(1,953)		(7,528)
Net client cash flows	(850)		401		(449)
Market appreciation (depreciation)	(11,947)		(13,396)		(25,343)
Net transfers ⁽¹⁾	(65)		65		—
Ending assets under management	$	44,426	$	50,798	$	95,224
Average assets under management	$	53,775	$	60,027	$	113,802
March 31, 2019
Beginning assets under management	$	46,654	$	49,570	$	96,224
Gross client cash inflows	3,466		1,234		4,700
Gross client cash outflows	(4,113)		(1,697)		(5,810)
Net client cash flows	(647)		(463)		(1,110)
Market appreciation (depreciation)	5,944		6,745		12,689
Net transfers ⁽¹⁾	—		—		—
Ending assets under management	$	51,951	$	55,852	$	107,803
Average assets under management	$	50,594	$	54,344	$	104,938

⁽¹⁾ Net transfers represent certain amounts that we have identified as having been transferred out of one investment strategy or investment vehicle and into another strategy or vehicle.

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Results of Operations

Three months ended ~~September 30, 2019,~~March 31, 2020, Compared to Three months ended ~~September 30, 2018~~March 31, 2019


		For the Three Months Ended September 30,						For the Period-to-Period							For the Three Months Ended March 31,					For the Period-to-Period
		2019		2018		$		%			2020		2019		$			%
Statements of operations data:	Statements of operations data:	(unaudited; in millions, except share and per-share data)															Statements of operations data:	(unaudited; in millions, except share and per-share data)
Revenues	Revenues	$	202.9	$	212.8	$	(9.9)	(5)	%	Revenues	$	202.8	$	187.0	$	15.8		8	%
Operating Expenses	Operating Expenses									Operating Expenses
Total compensation and benefits	Total compensation and benefits	99.8		102.7		(2.9)		(3)	%	Total compensation and benefits	104.7		99.3		5.4			5	%

Other operating expenses	Other operating expenses	27.6		28.3		(0.7)		(2)	%	Other operating expenses	27.1		30.0		(2.9)			(10)	%
Total operating expenses	Total operating expenses	127.4		131.0		(3.6)		(3)	%	Total operating expenses	131.8		129.3		2.5			2	%
Total operating income	Total operating income	75.5		81.8		(6.3)		(8)	%	Total operating income	71.0		57.7		13.3			23	%
Non-operating income (expense)	Non-operating income (expense)									Non-operating income (expense)
Interest expense	Interest expense	(2.7)		(2.9)		0.2		7	%	Interest expense	(2.7)		(2.8)		0.1			4	%

Other non-operating income	Other non-operating income	(17.9)		2.0		(19.9)		(995)	%	Other non-operating income	(15.2)		4.3		(19.5)			(453)	%
Total non-operating income (expense)	Total non-operating income (expense)	(20.6)		(0.9)		(19.7)		(2,189)	%	Total non-operating income (expense)	(17.9)		1.5		(19.4)			(1,293)	%
Income before income taxes	Income before income taxes	54.9		80.9		(26.0)		(32)	%	Income before income taxes	53.1		59.2		(6.1)			(10)	%
Provision for income taxes	Provision for income taxes	(7.3)		14.2		(21.5)		(151)	%	Provision for income taxes	9.5		9.4		0.1			1	%
Net income before noncontrolling interests	Net income before noncontrolling interests	62.2		66.7		(4.5)		(7)	%	Net income before noncontrolling interests	43.6		49.8		(6.2)			(12)	%
Less: Noncontrolling interests - Artisan Partners Holdings	Less: Noncontrolling interests - Artisan Partners Holdings	20.5		24.0		(3.5)		(15)	%	Less: Noncontrolling interests - Artisan Partners Holdings	16.1		17.3		(1.2)			(7)	%
Less: Noncontrolling interests - consolidated investment products	Less: Noncontrolling interests - consolidated investment products	0.4		0.2		0.2		100	%	Less: Noncontrolling interests - consolidated investment products	(7.3)		1.0		(8.3)			(830)	%
Net income attributable to Artisan Partners Asset Management Inc.	Net income attributable to Artisan Partners Asset Management Inc.	$	41.3	$	42.5	$	(1.2)	(3)	%	Net income attributable to Artisan Partners Asset Management Inc.	$	34.8	$	31.5	$	3.3		10	%
Share Data	Share Data									Share Data
Basic and diluted earnings per share	Basic and diluted earnings per share	$	0.71	$	0.77					Basic and diluted earnings per share	$	0.53	$	0.47
Basic and diluted weighted average number of common shares outstanding	Basic and diluted weighted average number of common shares outstanding	51,448,938		49,399,553						Basic and diluted weighted average number of common shares outstanding	53,265,479		50,145,684

Revenues

Essentially all of our revenues consist of investment management fees earned from managing clients’ assets. Our investment management fees fluctuate based on a number of factors, including the total value of our assets under management, the composition of assets under management among investment vehicles and our investment strategies, changes in the investment management fee rates on our products, the extent to which we enter into fee arrangements that differ from our standard fee schedules, which can be affected by custom and the competitive landscape in the relevant market, and, for the accounts on which we earn performance-based fees, the investment performance of those accounts.

~~In addition, less than 2%~~Approximately 3% of ~~the $112.5~~our $95.2 billion of assets under management as of ~~September 30, 2019~~March 31, 2020 have performance fee billing arrangements. ~~The~~We expect the majority of ~~AUM with~~our performance ~~fee billing arrangements have a measurement period ending on June 30, which could result in higher performance fee revenue~~fees to be recognized during the June quarter. However, there is a potential for performance fees to be earned and recognized in each quarter throughout the year. Performance fees of $2.9 million were recognized for the three ~~month period ending June 30.~~months ended March 31, 2020, compared to $0.1 million for the three months ended March 31, 2019.

The ~~decrease~~increase in revenues of ~~$9.9~~$15.8 million, or 5%8%, for the three months ended ~~September 30, 2019,~~March 31, 2020, compared to the three months ended ~~September 30, 2018,~~March 31, 2019, was driven primarily by a ~~$3.2~~$8.9 billion, or 3%8%, ~~decrease~~increase in our average assets under management. The weighted average investment management fee was ~~71.3~~71.7 basis points for the three months ended ~~September 30, 2019~~March 31, 2020 compared to ~~72.7~~72.3 basis points for the three months ended ~~September 30, 2018.~~March 31, 2019. The decrease in the weighted average fee was primarily due to an increase in the proportion of total assets managed in separate ~~accounts.~~

accounts and the unfavorable impact of separate accounts with billing methods based on ending AUM. These decreases were partially offset by the favorable impact of higher performance fees recognized in the three months ended March 31, 2020.

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The following table sets forth the weighted average fee ~~revenue~~ and ~~assets under~~investment management fees earned by investment vehicle. The weighted average fee for Artisan Funds and Artisan Global Funds reflects the additional services we provide to these pooled vehicles.


		Separate Accounts									Artisan Funds and Artisan Global Funds										Separate Accounts						Artisan Funds and Artisan Global Funds
For the Three Months Ended September 30,		2019			2018			2019			2018
For the Three Months Ended March 31,														For the Three Months Ended March 31,	2020			2019			2020			2019
		(unaudited; dollars in millions)																						(unaudited; dollars in millions)
Investment management fees	Investment management fees	$	79.0		$	78.3		$	123.9		$	134.5		Investment management fees	$	80.0		$	72.7		$	122.8		$	114.3
Weighted average fee	Weighted average fee	53.0 basis points			53.5 basis points			91.5 basis points			91.8 basis points			Weighted average fee	53.7 bps			54.3 bps			91.8 bps			91.6 bps
Percentage of ending AUM	Percentage of ending AUM	53		%	50		%	47		%	50		%	Percentage of ending AUM	53		%	52		%	47		%	48		%

Separate account assets under management consist of the assets we manage in or through vehicles other than Artisan Funds or Artisan Global Funds, including assets we manage in traditional separate accounts, as well as assets we manage in Artisan-branded collective investment trusts, in funds (both public and private) that we sub-advise, and in our own privately offered funds.

Operating Expenses

Operating expenses ~~decreased $3.6~~increased $2.5 million for the three months ended ~~September 30, 2019~~March 31, 2020 compared to the three months ended ~~September 30, 2018,~~March 31, 2019, primarily as a result of ~~lower~~higher incentive ~~and~~compensation expense, partially offset by lower equity-based compensation expense, ~~offset in part by higher salary~~ and ~~benefits expenses~~an occupancy charge taken during the three months ended March 31, 2019 related to exiting an ~~increase in the number of full-time employees.~~office space.

Compensation and Benefits


		For the Three Months Ended September 30,						Period-to-Period							For the Three Months Ended March 31,				Period-to-Period
		2019		2018		$		%			2020		2019		$		%
		(unaudited; in millions)													(unaudited; in millions)
Salaries, incentive compensation and benefits⁽¹⁾	Salaries, incentive compensation and benefits⁽¹⁾	$	89.9	$	90.0	$	(0.1)	0	%	Salaries, incentive compensation and benefits⁽¹⁾	$	95.5	$	87.7	$	7.8	9	%
Restricted share-based award compensation expense	Restricted share-based award compensation expense	9.9		12.7		$	(2.8)	(22)	%	Restricted share-based award compensation expense	9.2		11.6		(2.4)		(21)	%
Total compensation and benefits	Total compensation and benefits	$	99.8	$	102.7	$	(2.9)	(3)	%	Total compensation and benefits	$	104.7	$	99.3	$	5.4	5	%
⁽¹⁾Excluding restricted share-based award compensation expense	⁽¹⁾Excluding restricted share-based award compensation expense									⁽¹⁾Excluding restricted share-based award compensation expense

The ~~decrease~~increase in salaries, incentive compensation, and benefits was driven primarily by a ~~$3.0~~$5.6 million ~~decrease~~increase in incentive compensation paid to our investment and marketing professionals as a result of the ~~decrease~~increase in ~~revenue, partially offset by compensation expense related to additional full-time employees in 2019.~~revenue.

Restricted share-based award compensation expense decreased ~~$2.8~~$2.4 million, as the awards that became fully amortized during ~~2018~~2019 and ~~2019~~2020 had a higher value than the awards granted in ~~2018~~2019 and ~~2019.~~2020. During the three months ended March 31, 2020, Artisan's 2020 equity award was approved. Total compensation expense associated with the 2020 grant is expected to be approximately $34.2 million. Restricted share-based award compensation expense for all outstanding awards is expected to be ~~$8.7~~approximately $9 million per quarter in ~~the December 2019 quarter. The Company expects to make the next annual equity grant in the first quarter of~~ 2020. ~~The amount of equity granted will vary from year to year and will be influenced by our results.~~

Total salaries, incentive compensation and benefits was ~~49%~~52% and ~~48%~~53% of our revenues for the three months ended ~~September 30,~~March 31, 2020, and 2019, ~~and 2018,~~ respectively.

Other operating expenses

Other operating expenses decreased ~~$0.7~~$2.9 million for the three months ended ~~September 30, 2019~~March 31, 2020 compared to the three months ended ~~September 30, 2018~~March 31, 2019 primarily due to a ~~decrease in third-party distribution expense as a result of a decrease in AUM subject~~$2.0 million occupancy charge taken during the three months ended March 31, 2019 related to ~~those fees.~~

exiting an office space.

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Non-Operating Income (Expense)

Non-operating income (expense) consisted of the following:

For the Three Months Ended September 30, Period-to-Period
2019 2018 $ %
(unaudited; in millions)
Interest expense $ (2.7) $ (2.9) $ 0.2 (7) %
Net investment gain (loss) of consolidated investment products 0.7 0.3 $ 0.4 133 %
Net gain (loss) on the tax receivable agreements (19.6) 0.3 $ (19.9) (6,633) %
Other investment gain (loss) 1.0 1.4 $ (0.4) (29) %
Total non-operating income (expense) $ (20.6) $ (0.9) $ (19.7) 2,189 %

Non-operating income (expense) for the three months ended September 30, 2019 includes a $19.6 million loss relating to a change in estimate of the payment obligation under the tax receivable agreements, compared to a $0.3 million gain for the three months ended September 30, 2018. The effect of changes in that estimate after the date of an exchange or sale is included in net income. The change in estimate in 2019 was due to the remeasurement of deferred tax assets relating to an increase in estimated state income tax expense.


	For the Three Months Ended March 31,						Period-to-Period
	2020		2019		$		%
	(unaudited; in millions)
Interest expense	$	(2.7)	$	(2.8)	$	0.1	(4)	%
Net investment gain (loss) of consolidated investment products	(12.9)		2.3		(15.2)		(661)	%

Other investment gain (loss)	(2.3)		2.0		(4.3)		(215)	%
Total non-operating income (expense)	$	(17.9)	$	1.5	$	(19.4)	(1,293)	%

Provision for Income Taxes

The provision for income taxes primarily represents APAM’s U.S. federal, state and local income taxes on its allocable portion of Holdings’ income, as well as foreign income taxes payable by Holdings’ subsidiaries. APAM’s effective income tax rate for the three months ended ~~September 30,~~March 31, 2020 and 2019 was 17.8% and ~~2018 was (13.4)% and 17.5%~~15.9%, respectively. Several factors contribute to the effective tax rate, including a rate benefit attributable to the fact that approximately ~~31%~~26% and ~~33%~~31% of Holdings’ full year projected taxable earnings were not subject to corporate-level taxes for the three months ended September 30, 2019 and 2018, respectively. Thus, income before income taxes includes amounts that are attributable to noncontrolling interests and not taxable to APAM and its subsidiaries, which reduces the effective tax rate. As APAM’s equity ownership in Holdings increases, the effective tax rate will likewise increase as more income will be subject to corporate-level taxes. The effective tax rate was impacted in both periods due to dividends paid on unvested restricted share-based awards, net of higher tax expense related to the vesting of restricted share-based awards.

During the three months ended September 30, 2019, the tax rate used to measure APAM’s deferred tax assets increased, which resulted in an increase to our deferred tax assets of $23.0 million with a corresponding decrease to the provision for income taxes. The tax rate used to measure deferred taxes is comprised of enacted tax rates as well as the impact of recording unrecognized tax benefits.

~~Earnings Per Share~~

Weighted average basic and diluted shares of Class A common stock outstanding were higher for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, as a result of stock offerings, unit exchanges, and equity award grants. See Note 12, “Earnings Per Share” in the Notes to the Unaudited Consolidated Financial Statements for further discussion of earnings per share.

~~Table of Contents~~

~~Nine months ended September 30, 2019, Compared to Nine months ended September 30, 2018~~

For the Nine Months Ended September 30, Period-to-Period
2019 2018 $ %
Statements of operations data: (unaudited; in millions, except share and per share data)
Revenues $ 590.6 $ 637.1 $ (46.5) (7) %
Operating Expenses
Total compensation and benefits 300.6 314.7 (14.1) (4) %
Other operating expenses 85.9 81.7 4.2 5 %
Total operating expenses 386.5 396.4 (9.9) (2) %
Total operating income 204.1 240.7 (36.6) (15) %
Non-operating income (expense)
Interest expense (8.3) (8.5) 0.2 2 %
Other non-operating income (10.2) 12.3 (22.5) (183) %
Total non-operating income (expense) (18.5) 3.8 (22.3) (587) %
Income before income taxes 185.6 244.5 (58.9) (24) %
Provision for income taxes 13.6 38.5 (24.9) (65) %
Net income before noncontrolling interests 172.0 206.0 (34.0) (17) %
Less: Noncontrolling interests - Artisan Partners Holdings 57.6 73.3 (15.7) (21) %
Less: Noncontrolling interests - consolidated investment products 2.4 6.9 (4.5) (65) %
Net income attributable to Artisan Partners Asset Management Inc. $ 112.0 $ 125.8 $ (13.8) (11) %
Share Data
Basic and diluted earnings per share $ 1.87 $ 2.27
Basic and diluted weighted average number of common shares outstanding 50,950,618 48,607,837

~~Revenues~~

The decrease in revenues of $46.5 million, or 7%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, was driven primarily by a $7.4 billion, or 6%, decrease in our average assets under management. The weighted average investment management fee was 72.2 basis points for the nine months ended September 30, 2019 compared to 73.0 basis points for the nine months ended September 30, 2018. The decrease in the weighted average fee was primarily due to an increase in the proportion of total assets managed in separate accounts, partially offset by the positive impact of higher performance fees recognized in the current year. Performance fee revenue was $4.6 million and $2.4 million for the nine months ended September 30, 2019 and 2018, respectively.

The following table sets forth the weighted average fee, revenue and assets under management by investment vehicle. The weighted average fee for Artisan Funds and Artisan Global Funds reflects the additional services we provide to these pooled vehicles.

Separate Accounts Artisan Funds and Artisan Global Funds
For the Nine Months Ended September 30, 2019 2018 2019 2018
(unaudited; dollars in millions)
Investment management fees $ 232.3 $ 234.8 $ 358.3 $ 402.3
Weighted average fee 54.5 basis points 53.9 basis points 91.5 basis points 92.0 basis points
Percentage of ending AUM 53 % 50 % 47 % 50 %

~~Table of Contents~~

~~Operating Expenses~~

Operating expenses decreased $9.9 million for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, primarily as a result of lower incentive and equity-based compensation expense. These decreases were partially offset by increases in occupancy expense related to investment team relocations and higher salary and benefits expenses related to an increase in the number of full-time employees.

~~Compensation and Benefits~~

For the Nine Months Ended September 30, Period-to-Period
2019 2018 $ %
(unaudited; in millions)
Salaries, incentive compensation and benefits ⁽¹⁾
$ 267.2 $ 273.0 $ (5.8) (2) %
Restricted share-based award compensation expense 33.4 41.7 (8.3) (20) %
Total compensation and benefits $ 300.6 $ 314.7 $ (14.1) (4) %
⁽¹⁾Excluding share-based compensation

The decrease in salaries, incentive compensation, and benefits was driven primarily by a $13.4 million decrease in incentive compensation paid to our investment and marketing professionals as a result of the decrease in revenue, partially offset by compensation expense related to additional full-time employees in 2019.

~~Restricted share-based award compensation expense decreased $8.3 million as the awards that became fully amortized during 2018~~March 31, 2020 and 2019, ~~had a higher value than the awards granted in 2018 and 2019.~~

~~Total salaries, incentive compensation and benefits was 51% and 49% of our revenues for the nine months ended September 30, 2019, and 2018, respectively.~~

~~Other operating expenses~~

Other operating expenses increased $4.2 million for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 primarily due to a $4.5 million increase in occupancy expense. The increased expense includes rent and depreciation expense for new office spaces as well as $2.1 million of accelerated rent and depreciation expense related to an exited location. Communication and technology expenses also increased $2.3 million as a result of increased IT consulting expense and additional software subscriptions. The increases were partially offset by a $3.2 million decrease in third-party distribution expense as a result of a decrease in AUM subject to those fees.

~~Non-Operating Income (Expense)~~

~~Non-operating income (expense) consisted of the following:~~

For the Nine Months Ended September 30, Period-to-Period
2019 2018 $ %
(unaudited; in millions)
Interest expense $ (8.3) $ (8.5) $ 0.2 (2) %
Net investment gain (loss) of consolidated investment products 5.1 9.5 $ (4.4) (46) %
Net gain (loss) on the tax receivable agreements (19.6) 0.3 $ (19.9) (6,633) %
Other investment gain (loss) 4.3 2.5 $ 1.8 72 %
Total non-operating income (expense) $ (18.5) $ 3.8 $ (22.3) (587) %

Non-operating income (expense) for the nine months ended September 30, 2019 includes a $19.6 million loss relating to a change in estimate of the payment obligation under the tax receivable agreements, compared to a $0.3 million gain for the nine months ended September 30, 2018. The effect of changes in that estimate after the date of an exchange or sale is included in net income. The change in estimate in 2019 was due to the remeasurement of deferred tax assets relating to an increase in estimated state income tax expense.

~~Table of Contents~~

~~Provision for Income Taxes~~

The provision for income taxes primarily represents APAM’s U.S. federal, state and local income taxes on its allocable portion of Holdings’ income, as well as foreign income taxes payable by Holdings’ subsidiaries. APAM’s effective income tax rate for the nine months ended September 30, 2019 and 2018 was 7.3% ~~and~~ 15.7%, respectively. Several factors contribute to the effective tax rate, including a rate benefit attributable to the fact that approximately 31% and 33% of Holdings’ full year projected taxable earnings were not subject to corporate-level taxes for the nine months ended September 30, 2019 and 2018, respectively. Thus, income before income taxes includes amounts that are attributable to noncontrolling interests and not taxable to APAM and its subsidiaries, which reduces the effective tax rate. As APAM’s equity ownership in Holdings increases, the effective tax rate will likewise increase as more income will be subject to corporate-level taxes. The effective tax rate was favorably impacted in both periods due to tax deductible dividends paid on unvested restricted share-based ~~awards, net of higher tax expense related to the vesting of restricted share-based~~ awards.

During the nine months ended September 30, 2019, the tax rate used to measure APAM’s deferred tax assets increased which resulted in an increase to our deferred tax assets of $23.0 million with a corresponding decrease to the provision for income taxes. The tax rate used to measure deferred taxes is comprised of enacted tax rates as well as the impact of recording unrecognized tax benefits.

Earnings Per Share

Weighted average basic and diluted shares of Class A common stock outstanding were higher for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, compared to the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, as a result of stock offerings, unit exchanges, and equity award grants. See Note 12, “Earnings Per Share” in the Notes to the Unaudited Consolidated Financial Statements for further discussion of earnings per share.

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Supplemental Non-GAAP Financial Information

Our management uses non-GAAP measures (referred to as “adjusted” measures) of net income to evaluate the profitability and efficiency of the underlying operations of our business and as a factor when considering net income available for distributions and dividends. These adjusted measures remove the impact of (1) net gain (loss) on the tax receivable agreements (if any), and (2) net investment gain (loss) of investment ~~products, and (3) the remeasurement of deferred taxes.~~products. These adjustments also remove the non-operational complexities of our structure by adding back noncontrolling interests and assuming all income of Artisan Partners Holdings is allocated to APAM. Management believes these non-GAAP measures provide more meaningful information to analyze our profitability and efficiency between periods and over time. We have included these non-GAAP measures to provide investors with the same financial metrics used by management to manage the company.

Non-GAAP measures should be considered in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP. Our non-GAAP measures may differ from similar measures used by other companies, even if similar terms are used to identify such measures. Our non-GAAP measures are as follows:

•Adjusted net income represents net income excluding the impact of (1) net gain (loss) on the tax receivable agreements (if any), and (2) net investment gain (loss) of investment ~~products, and (3) the remeasurement of deferred taxes.~~products. Adjusted net income also reflects income taxes assuming the vesting of all unvested Class A share-based awards and as if all outstanding limited partnership units of Artisan Partners Holdings had been exchanged for Class A common stock of APAM on a one-for-one basis. Assuming full vesting and exchange, all income of Artisan Partners Holdings is treated as if it were allocated to APAM, and the adjusted provision for income taxes represents an estimate of income tax expense at an effective rate reflecting ~~assumed~~APAM's current federal, state, and local income ~~taxes.~~statutory tax rates. The adjusted ~~effective~~ tax rate was ~~24.1%~~24.5% and 23.5% for the ~~2019~~2020 and ~~2018~~2019 periods presented, respectively. The year-to-date impact of the change in the 2019 adjusted tax rate during the September 2019 quarter from 23.5% to 24.1% is reflected in adjusted net income for the three months ended September 30, 2019 (which results in an adjusted effective tax rate of 25.1% for the quarter). The Company currently expects the 2020 adjusted effective tax rate to be in the range of 24.5% to 25.0%.

•Adjusted net income per adjusted share is calculated by dividing adjusted net income by adjusted shares. The number of adjusted shares is derived by assuming the vesting of all unvested Class A share-based awards and the exchange of all outstanding limited partnership units of Artisan Partners Holdings for Class A common stock of APAM on a one-for-one basis.

•Adjusted EBITDA represents adjusted net income before interest expense, income taxes, depreciation and amortization expense.

Net gain (loss) on the tax receivable agreements represents the income (expense) associated with the change in estimate of amounts payable under the tax receivable agreements entered into in connection with APAM’s initial public offering and related reorganization.

Net investment gain (loss) of investment products represents the non-operating income (loss) related to the Company’s seed investments, in both consolidated investment products and unconsolidated investment products. Excluding these non-operating market gains or losses on seed investments provides greater transparency to evaluate the profitability and efficiency of the underlying operations of the business.

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The following table sets forth, for the periods indicated, a reconciliation from GAAP financial measures to non-GAAP measures:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018		2019		2018			2020		2019
		(unaudited; in millions, except per share data)														(unaudited; in millions, except per share data)
Reconciliation of non-GAAP financial measures:	Reconciliation of non-GAAP financial measures:									Reconciliation of non-GAAP financial measures:
Net income attributable to Artisan Partners Asset Management Inc. (GAAP)	Net income attributable to Artisan Partners Asset Management Inc. (GAAP)	$	41.3	$	42.5	$	112.0	$	125.8	Net income attributable to Artisan Partners Asset Management Inc. (GAAP)	$	34.8	$	31.5
Add back: Net income attributable to noncontrolling interests - Artisan Partners Holdings	Add back: Net income attributable to noncontrolling interests - Artisan Partners Holdings	20.5		24.0		57.6		73.3		Add back: Net income attributable to noncontrolling interests - Artisan Partners Holdings	16.1		17.3
Add back: Provision for income taxes	Add back: Provision for income taxes	(7.3)		14.2		13.6		38.5		Add back: Provision for income taxes	9.5		9.4

Add back: Net (gain) loss on the tax receivable agreements		19.6		(0.3)		19.6		(0.3)

Add back: Net investment (gain) loss of investment products attributable to APAM	Add back: Net investment (gain) loss of investment products attributable to APAM	(0.9)		(1.0)		(5.8)		(3.8)		Add back: Net investment (gain) loss of investment products attributable to APAM	8.1		(2.9)
Less: Adjusted provision for income taxes	Less: Adjusted provision for income taxes	18.4		18.6		47.5		54.8		Less: Adjusted provision for income taxes	16.8		13.0
Adjusted net income (Non-GAAP)	Adjusted net income (Non-GAAP)	$	54.8	$	60.8	$	149.5	$	178.7	Adjusted net income (Non-GAAP)	$	51.7	$	42.3

Average shares outstanding	Average shares outstanding									Average shares outstanding
Class A common shares	Class A common shares	51.4		49.4		51.0		48.6		Class A common shares	53.3		50.1
Assumed vesting or exchange of:	Assumed vesting or exchange of:									Assumed vesting or exchange of:
Unvested Class A restricted share-based awards	Unvested Class A restricted share-based awards	5.1		4.8		5.0		4.9		Unvested Class A restricted share-based awards	5.1		4.9

Artisan Partners Holdings units outstanding (noncontrolling interests)	Artisan Partners Holdings units outstanding (noncontrolling interests)	21.6		23.0		21.9		23.5		Artisan Partners Holdings units outstanding (noncontrolling interests)	20.1		22.6
Adjusted shares	Adjusted shares	78.1		77.2		77.9		77.0		Adjusted shares	78.5		77.6

Basic and diluted earnings per share (GAAP)	Basic and diluted earnings per share (GAAP)	$	0.71	$	0.77	$	1.87	$	2.27	Basic and diluted earnings per share (GAAP)	$	0.53	$	0.47
Adjusted net income per adjusted share (Non-GAAP)	Adjusted net income per adjusted share (Non-GAAP)	$	0.70	$	0.79	$	1.92	$	2.32	Adjusted net income per adjusted share (Non-GAAP)	$	0.66	$	0.55

Net income attributable to Artisan Partners Asset Management Inc. (GAAP)	Net income attributable to Artisan Partners Asset Management Inc. (GAAP)	$	41.3	$	42.5	$	112.0	$	125.8	Net income attributable to Artisan Partners Asset Management Inc. (GAAP)	$	34.8	$	31.5
Add back: Net income attributable to noncontrolling interests - Artisan Partners Holdings	Add back: Net income attributable to noncontrolling interests - Artisan Partners Holdings	20.5		24.0		57.6		73.3		Add back: Net income attributable to noncontrolling interests - Artisan Partners Holdings	16.1		17.3

Add back: Net (gain) loss on the tax receivable agreements		19.6		(0.3)		19.6		(0.3)

Add back: Net investment (gain) loss of investment products attributable to APAM	Add back: Net investment (gain) loss of investment products attributable to APAM	(0.9)		(1.0)		(5.8)		(3.8)		Add back: Net investment (gain) loss of investment products attributable to APAM	8.1		(2.9)
Add back: Interest expense	Add back: Interest expense	2.7		2.9		8.3		8.5		Add back: Interest expense	2.7		2.8
Add back: Provision for income taxes	Add back: Provision for income taxes	(7.3)		14.2		13.6		38.5		Add back: Provision for income taxes	9.5		9.4
Add back: Depreciation and amortization	Add back: Depreciation and amortization	1.6		1.8		5.2		4.3		Add back: Depreciation and amortization	1.6		2.1
Adjusted EBITDA (Non-GAAP)	Adjusted EBITDA (Non-GAAP)	$	77.5	$	84.1	$	210.5	$	246.3	Adjusted EBITDA (Non-GAAP)	$	72.8	$	60.2

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Liquidity and Capital Resources

Our working capital needs, including accrued incentive compensation payments, have been and are expected to be met primarily through cash generated by our operations. The assets and liabilities of consolidated investment products attributable to third-party investors do not impact our liquidity and capital resources. We have no right to the benefits from, nor do we bear the risks associated with, the assets and liabilities of consolidated investment products, beyond our direct equity investment and any investment management fees and incentive allocations earned. Accordingly, assets and liabilities of consolidated investment products attributable to third party investors are excluded from the amounts and discussions below. The following table shows our liquidity position as of ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018:~~2019:


		September 30, 2019		December 31, 2018			March 31, 2020		December 31, 2019
		(unaudited; in millions)							(unaudited; in millions)
Cash and cash equivalents	Cash and cash equivalents	$	169.6	$	160.5	Cash and cash equivalents	$	170.7	$	134.6
Accounts receivable	Accounts receivable	$	91.3	$	67.7	Accounts receivable	$	96.7	$	81.9
Seed investments⁽¹⁾	Seed investments⁽¹⁾	$	54.0	$	48.3	Seed investments⁽¹⁾	$	31.6	$	57.8
Undrawn commitment on revolving credit facility	Undrawn commitment on revolving credit facility	$	100.0	$	100.0	Undrawn commitment on revolving credit facility	$	100.0	$	100.0
⁽¹⁾Seed investments includes equity investments in unconsolidated sponsored investment entities, as well as Artisan’s direct equity investments in consolidated investment products.
⁽¹⁾Seed investments include Artisan's direct equity investments in consolidated and unconsolidated Artisan-sponsored investment products.						⁽¹⁾Seed investments include Artisan's direct equity investments in consolidated and unconsolidated Artisan-sponsored investment products.

We manage our cash balances in order to fund our day-to-day operations. Accounts receivable primarily represent investment management fees that have been earned, but not yet received from our clients. We perform a review of our receivables on a monthly basis to assess collectability. As of ~~September 30, 2019,~~March 31, 2020, none of our receivables were considered uncollectable.

~~In August 2012, we issued $200.0~~We utilize capital to make seed investments in Artisan-sponsored investment products to support the development of new strategies. As of March 31, 2020, the balance of all seed investments, including investments in consolidated investment products, was $31.6 million. The seed investments are generally redeemable at our discretion.

The March 31, 2020 accounts receivable balance includes $13.7 million of proceeds from the redemption of seed investments that were not received by Artisan until the second quarter of 2020.

We have $200 million in unsecured notes outstanding and ~~entered into~~ a ~~$100.0~~$100 million ~~five-year~~ revolving credit ~~facility.~~facility with a five-year term ending August 2022. The notes ~~were~~are comprised of three series, Series A,C, Series B,D, and Series C,E, each with a balloon payment at maturity.

~~In August 2017, we issued $60 million of Series D notes and used the proceeds to repay the $60 million Series A notes that matured on August 16, 2017. We also amended and extended the~~ The $100 ~~million revolving credit facility for an additional five-year period. The $100.0~~ million revolving credit facility was unused as of and for the ~~nine~~three months ended ~~September 30, 2019.~~

~~On August 16, 2019, we issued $50 million of 4.53%Series E senior notes and used the proceeds to repay the $50 million of 5.32% Series B senior notes that matured on August 16, 2019.~~March 31, 2020.

The fixed interest rate on each series of unsecured notes is subject to a 100 basis point increase in the event Holdings receives a below-investment grade rating and any such increase will continue to apply until an investment grade rating is received.

These borrowings contain various covenants. Our failure to comply with any of the covenants could result in an event of default under the agreements, giving our lenders the ability to accelerate repayment of our obligations. We were in compliance with all debt covenants as of ~~September 30, 2019.~~March 31, 2020.

Distributions and Dividends

Artisan Partners Holdings’ distributions, including distributions to APAM for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ were as follows:


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018		2019		2018			2020		2019
		(unaudited, in millions)														(unaudited, in millions)
Holdings Partnership Distributions to Limited Partners	Holdings Partnership Distributions to Limited Partners	$	21.9	$	22.6	$	70.2	$	78.4	Holdings Partnership Distributions to Limited Partners	$	17.1	$	22.6
Holdings Partnership Distributions to APAM	Holdings Partnership Distributions to APAM	$	53.4	$	49.9	$	166.3	$	162.8	Holdings Partnership Distributions to APAM	45.1		53.4
Total Holdings Partnership Distributions	Total Holdings Partnership Distributions	$	75.3	$	72.5	$	236.5	$	241.2	Total Holdings Partnership Distributions	$	62.2	$	76.0

On ~~October 29, 2019,~~April 28, 2020, we, acting as the general partner of Artisan Partners Holdings, declared a distribution of ~~$25.5~~$34.7 million, payable by Artisan Partners Holdings to holders of its partnership units, including us.

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APAM declared and paid the following dividends per share during the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:


Type of Dividend	Type of Dividend	Class of Stock	For the Three Months Ended September 30,						For the Nine Months Ended September 30,					Type of Dividend	Class of Stock		For the Three Months Ended March 31,
			2019		2018		2019		2018				2020		2019
Quarterly	Quarterly	Class A Common	$	0.60	$	0.60	$	1.71	$	1.80	Quarterly	Class A Common	$	0.68	$	0.56
Special Annual	Special Annual	Class A Common	$	—	$	—	$	1.03	$	0.79	Special Annual	Class A Common	$	0.60	$	1.03

Our board of directors declared, effective ~~October 29, 2019,~~April 28, 2020, a variable quarterly dividend of ~~$0.65~~$0.61 per share ~~of Class A common stock~~ with respect to the ~~September 2019~~first quarter of 2020, payable on ~~November~~May 29, ~~2019~~2020 to shareholders of record as of the close of business on ~~November~~May 15, ~~2019.~~2020. The variable quarterly dividend of ~~$0.65~~$0.61 per share represents approximately 80% of the cash generated in the ~~September 2019~~first quarter of 2020 and a pro-rata portion of ~~2018~~2020 tax savings related to our tax receivable agreements.

Subject to board approval each quarter, we currently expect to pay a quarterly dividend of approximately 80% of the cash the Company generates each quarter. After the end of the year, our board will consider paying a special dividend. Although we expect to pay dividends according to our dividend policy, we may not pay dividends according to our policy or at all.

Tax Receivable Agreements (“TRAs”)

In addition to funding our normal operations, we will be required to fund amounts payable under the TRAs that we entered into in connection with the IPO, which resulted in the recognition of a ~~$373.7~~$406.2 million liability as of ~~September 30, 2019.~~March 31, 2020. The liability generally represents 85% of the tax benefits APAM expects to realize as a result of the merger of an entity into APAM as part of the IPO Reorganization, our purchase of partnership units from limited partners of Holdings and the exchange of partnership units (for shares of Class A common stock or other consideration). The estimated liability assumes no material changes in the relevant tax law and that APAM earns sufficient taxable income to realize all tax benefits subject to the TRAs. An increase or decrease in future tax rates will increase or decrease, respectively, the expected tax benefits APAM would realize and the amounts payable under the TRAs. Changes in the estimate of expected tax benefits APAM would realize and the amounts payable under the TRAs as a result of change in tax rates have been and will be recorded in net income.

The liability will increase upon future purchases or exchanges of limited partnership units with the increase representing amounts payable under the TRAs equal to 85% of the estimated future tax benefits, if any, resulting from such purchases or exchanges. We intend to fund the payment of amounts due under the TRAs out of the reduced tax payments that APAM realizes in respect of the tax attributes to which the TRAs relate.

The actual increase in tax basis, as well as the amount and timing of any payments under these agreements, will vary depending upon a number of factors, including the timing of sales or exchanges by the holders of limited partnership units, the price of the Class A common stock at the time of such sales or exchanges, whether such sales or exchanges are taxable, the amount and timing of the taxable income APAM generates in the future and the tax rate then applicable and the portion of APAM’s payments under the TRAs constituting imputed interest or depreciable basis or amortizable basis. In certain cases, payments under the TRAs may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the TRAs. In such cases, we intend to fund those payments with cash on hand, although we may have to borrow funds depending on the amount and timing of the payments. ~~During the nine months ended September 30, 2019, we made payments of $25 million related to the TRAs.~~ We ~~do not intend to make any additional TRA payments in 2019. In 2020, we~~ expect to make payments of approximately $27 million in 2020 related to the ~~TRAs.~~

TRAs, $20.3 million of which we paid on April 15, 2020.

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Cash Flows


		For the Nine Months Ended September 30,							For the Three Months Ended March 31,
		2019		2018			2020		2019
		(unaudited; in millions)							(unaudited; in millions)
Cash, cash equivalents and restricted cash as of January 1	Cash, cash equivalents and restricted cash as of January 1	$	175.5	$	159.8	Cash, cash equivalents and restricted cash as of January 1	$	144.3	$	175.5
Net cash provided by operating activities	Net cash provided by operating activities	261.6		328.2		Net cash provided by operating activities	120.4		93.9
Net cash used in investing activities		(16.7)		(9.1)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	3.6		(4.8)
Net cash used in financing activities	Net cash used in financing activities	(246.5)		(211.5)		Net cash used in financing activities	(90.3)		(109.6)
Net impact of deconsolidation of consolidated investment products		—		(39.8)
Cash, cash equivalents and restricted cash as of September 30		$	173.9	$	227.6

Cash, cash equivalents and restricted cash as of March 31						Cash, cash equivalents and restricted cash as of March 31	$	178.0	$	155.0

Net cash provided by operating activities ~~decreased $66.6~~increased $26.5 million for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 compared to the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, primarily due to ~~a decrease~~an increase in operating income resulting from ~~lower~~higher AUM and revenues as well as timing differences in working capital accounts. For the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 compared to the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, our operating income, excluding share-based related compensation expense, ~~decreased $44.8~~increased $10.8 million. Working capital ~~negatively~~positively impacted operating cash flows by ~~$30.3~~$10.8 million primarily due to ~~an increase in accounts receivable and~~ the timing of ~~executive bonus~~customer accounts receivable payments.

Investing activities consist primarily of acquiring and selling property and equipment, leasehold improvements and the purchase and sale of investment securities. Net cash ~~used in~~provided by investment activities increased ~~$7.6~~$8.4 million for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 compared to the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, primarily due to a ~~$7.8~~$4.4 million increase in net proceeds from the sale of investment securities and a $4.0 million decrease in the acquisition of property and equipment and leasehold ~~improvements related to the relocation of several investment teams.~~improvements.

Financing activities consist primarily of partnership distributions to noncontrolling interests, dividend payments to holders of our Class A common stock, proceeds from the issuance of Class A common stock in follow-on offerings, payments to purchase Holdings partnership units, and payments of amounts owed under the tax receivable agreements. Net cash used by financing activities ~~increased $35.0~~decreased $19.3 million for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 compared to the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, primarily due to a ~~$38.6~~$13.9 million decrease ~~in contributions from noncontrolling interests in our consolidated investment products, and a $16.1 million increase~~ in dividends paid to holders of our Class A common stock, ~~partially offset by an $11.1 million decrease in payments of amounts owed under the TRAs and~~ a ~~$8.3~~$5.5 million decrease in distributions to limited ~~partners.~~partners, and a $2.6 million increase in contributions from noncontrolling interests in our consolidated investment products, partially offset by a $2.7 million increase in taxes paid related to employee net share settlement.

Certain Contractual Obligations

As of ~~September 30, 2019,~~March 31, 2020, there have been no material changes to our contractual obligations outside the ordinary course of business from those listed in the “Certain Contractual Obligations” table and related notes to the table in our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, filed with the SEC on February ~~20, 2019,~~18, 2020, except for the changes in the TRA liability during the year.

As described above, Holdings issued $50 million of 4.53% Series E senior notes on August 16, 2019, and used the proceeds to repay the $50 million of 5.32% Series B senior notes that matured on August 16, 2019.

As previously discussed in this report, the TRA liability increased from ~~$369.4~~$375.3 million at December 31, ~~2018~~2019 to ~~$373.7~~$406.2 million at ~~September 30, 2019.~~March 31, 2020. Amounts payable under the TRAs will increase upon exchanges of Holdings units for our Class A common stock or sales of Holdings units to us, with the increase representing 85% of the estimated future tax benefits, if any, resulting from such exchanges or sales and decrease when payments are made. The actual amount and timing of payments associated with our existing payable under the TRAs or future exchanges or sales, and associated tax benefits, will vary depending upon a number of factors as described under “Liquidity and Capital Resources.” As a result, the timing of payments by period is currently unknown. ~~During the nine months ended September 30, 2019, we made payments of $25.0 million related to the TRAs.~~ We ~~do not intend to make any additional TRA payments in 2019. In 2020, we~~ expect to make payments of approximately $27 million in 2020 related to the ~~TRAs.~~TRAs, $20.3 million of which we paid on April 15, 2020.

Off-Balance Sheet Arrangements

As of ~~September 30, 2019,~~March 31, 2020, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity or capital resources.

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Critical Accounting Policies and Estimates

There have been no updates to our critical accounting policies from those disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, ~~2018.~~2019.

New or Revised Accounting Standards

See Part I, Item 1, Unaudited Consolidated Financial Statements - Note 2, “Summary of Significant Accounting Policies.”

Item 3. Qualitative and Quantitative Disclosures Regarding Market Risk

There have been no material changes in our Quantitative and Qualitative Disclosures Regarding Market Risk from those previously reported in our Form 10-K for the year ended December 31, ~~2018.~~2019.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow for timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at ~~September 30, 2019.~~March 31, 2020. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~September 30, 2019,~~March 31, 2020, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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Part II — Other Information

Item 1. Legal Proceedings

In the normal course of business, we may be subject to various legal and administrative proceedings. Currently, there are no legal or administrative proceedings that management believes may have a material effect on our consolidated financial position, cash flows or results of operations.

Item 1A. Risk Factors

The outbreak of COVID-19, and the reaction thereto, has negatively affected the global economy and financial markets and has disrupted our normal business operations.

The COVID-19 pandemic, together with resulting voluntary and government-imposed actions, has disrupted the global economy, increased market volatility, and resulted in significant declines in the valuation of investment securities.

Our assets under management declined from $125.4 billion on February 19, 2020 to $95.2 billion on March 31, 2020. We expect the decline in our AUM to result in a corresponding decline in our revenues. Market declines and volatility may also cause clients to choose to redeem their investments in our strategies (upon short or no notice), as well as increase the likelihood and consequences of trading, valuation, or other operational errors.

We believe we are operating well under these circumstances. We are benefiting from the flexible and highly mobile operating environment we have built over 25 years. However, we do not know what, if any, longer-term impact the current circumstances (and/or the extension of them) will have on our business and results. We have never operated our entire business remotely. Most of our associates have never operated remotely for extended periods of time. And many of our associates typically travel extensively to conduct investment research; interact with clients, prospects and intermediaries; and/or manage our global business.

In addition, despite the precautions we have taken to protect the safety and well-being of our associates, no assurance can be given that our associates will not contract COVID-19. The loss of any of our key professionals (including portfolio managers and other senior leaders at our firm) for an extended period may prevent us from sustaining the historically strong investment performance we have achieved; adversely affect our ability to retain existing and attract new clients; and/or negatively impact our ability to operate our business and execute our long-term strategy.

For a discussion of ~~our~~related and other potential risks and uncertainties, see the information under the heading “Risk Factors” in our latest annual report on Form 10-K, which is accessible on the SEC’s website at www.sec.gov.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

As described in Note 8, “Stockholders’ Equity”, to the Unaudited Consolidated Financial Statements included in Part I of this report, upon termination of employment with Artisan, an employee-partner’s Class B common units are exchanged for Class E common units and the corresponding shares of APAM Class B common stock are canceled. APAM issues the former employee-partner a number of shares of APAM Class C common stock equal to the former employee-partner’s number of Class E common units. Class E common units are exchangeable for Class A common stock subject to the same restrictions and limitations on exchange applicable to the other common units of Holdings. There were no such issuances during the three months ended ~~September 30, 2019.~~March 31, 2020.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits

Exhibit No.

Description

~~10.1~~

Form

~~Note~~ ~~Purchase Agreement, dated as of June~~ ~~6, 2019, among Artisan Partners~~ ~~Holdings LP and the purchasers listed therein (Incorporated by~~ ~~reference to the Company's Current~~ ~~Report on Form 8-K, filed with the SEC on June 6, 2019).~~File No.

Exhibit

Filing Date

Filed or Furnished Herewith

31.1

Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following Extensible Business Reporting Language (XBRL) documents are collectively included herewith as Exhibit 101: (i) the Unaudited Condensed Consolidated Statements of Financial Condition as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018;~~2019; (ii) the Unaudited Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018;~~2019; (iii) the Unaudited Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018;~~2019; (iv) the Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the three ~~and~~ ~~nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018;~~2019; (v) the Unaudited Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (vi) the Notes to Unaudited Consolidated Financial Statements as of and for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

~~Table of Contents~~

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.

Artisan Partners Asset Management Inc.

Dated: ~~October 30, 2019~~April 29, 2020

By:


/s/ Eric R. Colson
Eric R. Colson President, Chief Executive Officer and Chairman of the Board (principal executive officer)

/s/ Charles J. Daley, Jr.
Charles J. Daley, Jr. Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)

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Nine months ended September 30, 2019
	Class A Common stock		Class B Common stock		Class C Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Non-controlling interests - Artisan Partners Holdings		Total stockholders’ equity		Redeemable non-controlling interest
Balance at January 1, 2019	$	541	$	86	$	142	$	97,553	$	38,617	$	(1,895)	$	5,443	$	140,487	34,349
Net income	—		—		—		—		111,983		—		57,660		169,643		2,360
Other comprehensive income - foreign currency translation	—		—		—		—		—		(488)		(174)		(662)		—
Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax	—		—		—		(2,455)		—		(46)		2,501		—		—
Amortization of equity-based compensation	—		—		—		24,968		—		—		9,431		34,399		—
Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		2,338		—		—		—		2,338		—
Issuance of Class A common stock, net of issuance costs	—		—		—		(19)		—		—		—		(19)		—
Forfeitures and employee/partner terminations	—		—		—		—		—		—		—		—		—
Issuance of restricted stock awards	10		—		—		(10)		—		—		—		—		—
Employee net share settlement	(1)		—		—		(1,470)		—		—		(607)		(2,078)		—
Exchange of subsidiary equity	13		(8)		(5)		—		—		—		—		—		—

Capital Contributions, net	—		—		—		—		—		—		—		—		2,324
Distributions	—		—		—		—		—		—		(70,152)		(70,152)		—
Dividends	—		—		—		(37,353)		(113,848)		—		(109)		(151,310)		—
Balance at September 30, 2019	$	563	$	78	$	137	$	83,552	$	36,752	$	(2,429)	$	3,993	$	122,646	$	39,033


Nine months ended September 30, 2018
	Class A Common stock		Class B Common stock		Class C Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Non-controlling interests - Artisan Partners Holdings		Total stockholders’ equity		Redeemable non-controlling interest
Balance at January 1, 2018	$	505	$	119	$	132	$	147,910	$	(37,870)	$	(873)	$	(1,858)	$	108,065	62,581
Net income	—		—		—		—		125,798		—		73,380		199,178		6,848
Other comprehensive income - foreign currency translation	—		—		—		—		—		(447)		(171)		(618)		—
Other comprehensive income - available for sale investments, net of tax	—		—		—		—		358		(260)		—		98		—
Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax	—		—		—		(3,758)		—		(44)		3,802		—		—
Amortization of equity-based compensation	—		—		—		29,701		—		—		12,625		42,326		—
Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		4,199		—		—		—		4,199		—
Issuance of Class A common stock, net of issuance costs	6		—		—		21,284		—		—		—		21,290		—
Forfeitures and employee/partner terminations	5		(20)		15		—		—		—		—		—		—
Issuance of restricted stock awards	15		—		—		(15)		—		—		—		—		—
Employee net share settlement	(2)		—		—		(1,742)		—		—		(820)		(2,564)		—
Exchange of subsidiary equity	11		(6)		(5)		—		—		—		—		—		—
Purchase of equity and subsidiary equity	—		(6)		—		(21,472)		—		—		—		(21,478)		—
Capital Contributions, net	—		—		—		—		—		—		—		—		40,883
Impact of deconsolidation of CIPs	—		—		—		—		—		—		—		—		(79,631)
Distributions	—		—		—		—		—		—		(78,418)		(78,418)		—
Dividends	—		—		—		(85,498)		(49,608)		—		(84)		(135,190)		—
Balance at September 30, 2018	$	540	$	87	$	142	$	90,609	$	38,678	$	(1,624)	$	8,456	$	136,888	$	30,681


	As of September 30, 2019
2019 (excluding the nine months ended September 30, 2019)	$	3,955
2020	16,167
2021	16,294
2022	14,802
2023	13,245
Thereafter	60,495
Total undiscounted lease payments	$	124,958
Adjustment to discount to present value	(22,112)
Total operating lease liabilities	$	102,846


	As of December 31, 2018
2019	$	14,123
2020	15,340
2021	15,215
2022	13,748
2023	12,378
Thereafter	57,185
Total undiscounted lease payments	$	127,989