What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-07-29 compared with 2021-04-29 · 177 added, 78 removed, 451 unchanged (36% of the section changed)

7 unchanged sentences

Assets of consolidated T.

Rowe Price investment products ($ 1,782.9 million at March 31, 2021 and $ 2,497.4 million at December 31, 2020, related to variable interest entities)

Rowe Price investment products ($ 1,605.0 million at June 30, 2021 and $ 2,497.4 million at December 31, 2020, related to variable interest entities)

1,667.9 2,695.5

6 unchanged sentences

Liabilities of consolidated T.

Rowe Price investment products ($ 49.0 million at March 31, 2021 and $ 47.7 million at December 31, 2020, related to variable interest entities)

Rowe Price investment products ($ 30.5 million at June 30, 2021 and $ 47.7 million at December 31, 2020, related to variable interest entities)

Operating lease liabilities 138.5 154.1

Accrued compensation and related costs 480.0 133.6

Supplemental savings plan liability 769.9 772.2

Dividends payable 699.8 —

Income taxes payable 102.4 85.0

Supplemental savings plan liability 807.9 772.2

Total liabilities 2,505.8 1,390.3

4 unchanged sentences

Common stock, $ .20 par value—authorized 750,000,000 ;

issued 226,948,000 shares at March 31, 2021 and 227,965,000 at December 31, 2020

issued 226,925,000 shares at June 30, 2021 and 227,965,000 at December 31, 2020

Additional capital in excess of par value 673.7 654.6

6 unchanged sentences

(in millions, except per-share amounts)

Three months ended

Three months ended Six months ended

6/30/2021 6/30/2020 6/30/2021 6/30/2020

6 unchanged sentences

Advertising and promotion 20.4 13.4 39.3 38.3

Product-related costs 41.0 41.6

Product and recordkeeping related costs 43.3 39.6 84.3 81.2

Technology, occupancy, and facility costs 119.3 111.3 236.6 216.7

3 unchanged sentences

Non-operating income (loss)

Net gains (losses) on investments 68.6 ( 154.6 )

Net gains on investments 87.7 170.6 156.3 16.0

Net gains (losses) on consolidated investment products 55.5 242.5 92.7 ( 87.8 )

6 unchanged sentences

Net income attributable to T.

Rowe Price Group $ 749.4 $ 343.1

Rowe Price $ 815.7 $ 603.0 $ 1,565.1 $ 946.1

Earnings per share on common stock of T.

Rowe Price Group

Basic $ 3.50 $ 2.58 $ 6.70 $ 3.99

3 unchanged sentences

(in millions)

Three months ended

Three months ended Six months ended

6/30/2021 6/30/2020 6/30/2021 6/30/2020

11 unchanged sentences

( .3 ) ( 9.4 ) ( 1.1 ) ( 9.5 )

Other comprehensive loss before income taxes ( 22.3 ) ( 25.3 )

Net deferred tax benefits 3.0 2.0

Total other comprehensive loss ( 19.3 ) ( 23.3 )

Other comprehensive income (loss) before income taxes 5.8 6.5 ( 16.5 ) ( 18.8 )

Net deferred tax (expense) benefits ( .2 ) .7 2.8 2.7

Total other comprehensive income (loss) 5.6 7.2 ( 13.7 ) ( 16.1 )

Total comprehensive income 848.3 735.7 1,593.8 879.0

1 unchanged sentence

Total comprehensive income attributable to T.

Rowe Price Group $ 741.9 $ 337.0

Rowe Price $ 817.5 $ 599.9 $ 1,559.4 $ 936.9

The accompanying notes are an integral part of these statements.

1 unchanged sentence

(in millions)

Three months ended

Six months ended

6/30/2021 6/30/2020

5 unchanged sentences

Net (gains) losses recognized on investments ( 140.9 ) 3.4

Net change in T.

Net (investments) redemptions in T.

Rowe Price investment products used to economically hedge supplemental savings plan liability 21.9 ( 10.0 )

13 unchanged sentences

Other investing activity 11.6 6.1

Net cash (used in) provided by investing activities ( 30.8 ) 27.6

Net cash provided by investing activities 5.7 2.4

Cash flows from financing activities

2 unchanged sentences

Dividends paid to common stockholders of T.

Rowe Price Group ( 252.3 ) ( 215.2 )

Rowe Price ( 505.1 ) ( 425.7 )

Net subscriptions received from redeemable non-controlling interest holders 299.1 87.7

2 unchanged sentences

Rowe Price investment products

( .5 ) ( 7.4 )

Net change in cash and cash equivalents during period 1,314.5 324.6

2 unchanged sentences

2,256.5 1,858.3

Cash and cash equivalents at end of period, including $ 83.7 million at March 31, 2021, and $ 117.7 million at March 31, 2020, held by consolidated T.

Cash and cash equivalents at end of period, including $ 56.1 million at June 30, 2021, and $ 124.8 million at June 30, 2020, held by consolidated T.

Rowe Price investment products

7 unchanged sentences

Redeemable non-controlling interests

Balances at December 31, 2020 227,965 $ 45.6 $ 654.6 $ 7,029.8 $ ( 23.0 ) $ 7,707.0 $ 1,561.7

Balances at March 31, 2021 226,948 $ 45.4 $ 654.6 $ 7,338.7 $ ( 30.5 ) $ 8,008.2 $ 1,012.9

Net income — — — 815.7 — 815.7 27.0

2 unchanged sentences

— — — ( 251.8 ) — ( 251.8 ) —

Special cash dividend declared ($ 3.00 per share)

— — — ( 699.5 ) — ( 699.5 ) —

Shares issued upon option exercises 190 — 4.3 — — 4.3 —

Restricted shares issued, net of shares withheld for taxes 4 — — — — — —

Net shares issued upon vesting of restricted stock units 8 — ( .6 ) — — ( .6 ) —

6 unchanged sentences

Rowe Price investment products — — — — — — ( 274.7 )

Balances at March 31, 2021 226,948 $ 45.4 $ 654.6 $ 7,338.7 $ ( 30.5 ) $ 8,008.2 $ 1,012.9

Balances at June 30, 2021 226,925 $ 45.4 $ 673.7 $ 7,202.6 $ ( 28.7 ) $ 7,893.0 $ 880.4

Three months ended 6/30/2020

5 unchanged sentences

equity Redeemable non-controlling interests

Balances at March 31, 2020 227,985 $ 45.6 $ 654.6 $ 5,782.9 $ ( 49.1 ) $ 6,434.0 $ 971.0

Net income — — — 603.0 — 603.0 125.5

Other comprehensive income (loss), net of tax — — — — ( 3.1 ) ( 3.1 ) 10.3

Dividends declared ($ 0.90 per share)

— — — ( 210.3 ) — ( 210.3 ) —

Shares issued upon option exercises 296 .1 15.8 — — 15.9 —

Restricted shares issued, net of shares withheld for taxes 8 — — — — — —

Net shares issued upon vesting of restricted stock units 6 — ( .3 ) — — ( .3 ) —

Stock-based compensation expense — — 53.3 — — 53.3 —

Restricted stock units issued as dividend equivalents — — .1 ( .1 ) — — —

Common shares repurchased ( 1,305 ) ( .3 ) ( 68.9 ) ( 72.6 ) — ( 141.8 ) —

Net subscriptions into T.

Rowe Price investment products — — — — — — 26.1

Net deconsolidations of T.

Rowe Price investment products — — — — — — ( 42.8 )

Balances at June 30, 2020 226,990 $ 45.4 $ 654.6 $ 6,102.9 $ ( 52.2 ) $ 6,750.7 $ 1,090.1

(1) Accumulated other comprehensive income.

The accompanying notes are an integral part of these statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(shares in thousands;

dollars in millions)

Six months ended 6/30/2021

outstanding Common

stock Additional

par value Retained

earnings AOCI (1)

stockholders’

equity Redeemable non-controlling interests

Balances at December 31, 2020 227,965 $ 45.6 $ 654.6 $ 7,029.8 $ ( 23.0 ) $ 7,707.0 $ 1,561.7

3 unchanged sentences

— — — ( 504.1 ) — ( 504.1 ) —

Special cash dividend declared ($ 3.00 per share)

— — — ( 699.5 ) — ( 699.5 ) —

Shares issued upon option exercises 762 .2 29.6 — — 29.8 —

Restricted shares issued, net of shares withheld for taxes 4 — — — — — —

Net shares issued upon vesting of restricted stock units 49 — ( 4.3 ) — — ( 4.3 ) —

6 unchanged sentences

Rowe Price investment products — — — — — — ( 1,014.6 )

Balances at March 31, 2020 227,985 $ 45.6 $ 654.6 $ 5,782.9 $ ( 49.1 ) $ 6,434.0 $ 971.0

Balances at June 30, 2021 226,925 $ 45.4 $ 673.7 $ 7,202.6 $ ( 28.7 ) $ 7,893.0 $ 880.4

Six months ended 6/30/2020

outstanding Common

stock Additional

par value Retained

earnings AOCI (1)

stockholders’

equity Redeemable non-controlling interests

Balances at December 31, 2019 235,214 $ 47.0 $ 654.6 $ 6,443.5 $ ( 43.0 ) $ 7,102.1 $ 1,121.0

Net income — — — 946.1 — 946.1 ( 51.0 )

Other comprehensive income (loss), net of tax — — — — ( 9.2 ) ( 9.2 ) ( 6.9 )

Dividends declared ($ 1.80 per share)

— — — ( 425.1 ) — ( 425.1 ) —

Shares issued upon option exercises 1,364 .3 56.9 — — 57.2 —

Restricted shares issued, net of shares withheld for taxes 8 — — — — — —

Net shares issued upon vesting of restricted stock units 43 — ( 3.3 ) — — ( 3.3 ) —

Forfeiture of restricted awards — — — — — — —

Stock-based compensation expense — — 111.6 — — 111.6 —

Restricted stock units issued as dividend equivalents — — .1 ( .1 ) — — —

Common shares repurchased ( 9,639 ) ( 1.9 ) ( 165.3 ) ( 861.5 ) — ( 1,028.7 ) —

Net subscriptions into T.

Rowe Price investment products — — — — — — 89.9

Net deconsolidations of T.

Rowe Price investment products — — — — — — ( 62.9 )

Balances at June 30, 2020 226,990 $ 45.4 $ 654.6 $ 6,102.9 $ ( 52.2 ) $ 6,750.7 $ 1,090.1

(1) Accumulated other comprehensive income.

12 unchanged sentences

trust services;

and non-discretionary advisory services through model delivery.

and non-discretionary advisory services through model delivery and other multi-asset solutions for providers to implement.

Investment advisory revenues depend largely on the total value and composition of assets under our management.

5 unchanged sentences

Actual results may vary from our estimates.

Certain prior year amounts have been reclassified to conform to the 2021 presentation.

The unaudited interim financial information contained in these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in our 2020 Annual Report.

19 unchanged sentences

$ 1,787.2 $ 112.1 $ 30.0 $ 1,929.3 $ 1,293.8 $ 95.9 $ 25.7 $ 1,415.4

(1) Other clients primarily include individuals, defined contribution plans, college savings plans, and institutions related to model delivery.

Six months ended 6/30/2021 Six months ended 6/30/2020

Administrative, distribution, and servicing fees

(in millions)

Investment advisory fees

Administrative fees

Distribution and servicing fees

Investment advisory fees

Administrative fees

Distribution and servicing fees

mutual funds $ 2,147.7 $ 160.5 $ 59.1 $ 2,367.3 $ 1,699.3 $ 146.6 $ 53.6 $ 1,899.5

Subadvised funds, separate accounts, collective investment trusts, and other investment products 1,327.3 — — 1,327.3 922.3 — — 922.3

Other clients (1)

— 61.5 — 61.5 — 56.2 — 56.2

$ 3,475.0 $ 222.0 $ 59.1 $ 3,756.1 $ 2,621.6 $ 202.8 $ 53.6 $ 2,878.0

(1) Other clients primarily include individuals, defined contribution plans, college savings plans, and institutions related to our non-discretionary advisory services.

Total net revenues earned from our related parties, specifically T.

Rowe Price investment products, aggregate $ 1,482.3 million and $ 1,207.7 million for the three months ended March 31, 2021 and 2020, respectively.

receivable from these products aggregate to $ 540.0 million at March 31, 2021, and $ 523.4 million at December 31, 2020.

In the second quarter of 2020, we changed our fee structure of the target date retirement funds such that our investment advisory fee revenue is now earned at the target date retirement fund level rather than at the underlying mutual fund level.

As a result, we have modified our investment advisory fee and assets under management presentation below to separately breakout the fees earned and assets under management of our multi-asset portfolios.

All prior periods have been recast to conform to this new presentation and to provide comparability.

Rowe Price investment products, aggregate $ 1,571.9 million and $ 1,142.8 million for the three months ended June 30, 2021 and 2020, respectively.

Total net revenues earned from these products during the six months ended June 30, 2021 and 2020 aggregate $ 3,054.2 million and $ 2,350.5 million, respectively.

Accounts receivable from these products aggregate to $ 563.6 million at June 30, 2021, and $ 523.4 million at December 31, 2020.

The following table details the investment advisory fees earned from clients by their underlying asset class.

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(in millions) 6/30/2021 6/30/2020 6/30/2021 6/30/2020

7 unchanged sentences

Multi-asset 202.9 131.2 378.8 265.3

689.7 470.7 1,327.3 922.3

Total $ 1,787.2 $ 1,293.8 $ 3,475.0 $ 2,621.6

The following table summarizes the assets under management on which we earn investment advisory fees.

Average during

Three months ended As of

Average during Average during

Three months ended Six months ended As of

(in billions) 6/30/2021 6/30/2020 6/30/2021 6/30/2020 6/30/2021 12/31/2020

11 unchanged sentences

investment advisory clients outside the U.S.

account for 8.8 % and 9.3 % of our assets under management at March 31, 2021, and December 31, 2020, respectively.

account for 9.0 %, 8.8 % and 9.3 % of our assets under management at June 30, 2021, March 31, 2021 and December 31, 2020, respectively.

NOTE 3 – INVESTMENTS.

20 unchanged sentences

The investment strategies of these partnerships include growth equity, buyout, venture capital, and real estate.

During the three months ended March 31, 2021, net gains on investments included $ 38.8 million of net unrealized gains related to investments held at fair value that were still held at March 31, 2021.

For the same period of 2020, net losses on investments included $ 103.6 million of net unrealized losses related to investments held at fair value that were still held at March 31, 2020.

During the three months ended March 31, 2021 and 2020, certain T.

During the three- and six- months ended June 30, 2021, net gains on investments included $ 49.5 million and $ 88.3 million, respectively, of net unrealized gains related to investments held at fair value that were still held at June 30,

For the same period of 2020, net gains on investments included $ 125.5 million and $ 21.9 million, respectively, of net unrealized gains related to investments held at fair value that were still held at June 30, 2020.

During the six months ended June 30, 2021 and 2020, certain T.

Rowe Price investment products in which we provided initial seed capital at the time of formation were deconsolidated, as we no longer had a controlling interest.

1 unchanged sentence

Rowe Price investment products as either an equity method investment or an investment held at fair value.

Additionally, during the three months ended March 31, 2020, certain T.

Additionally, during the six months ended June 30, 2020, certain T.

Rowe Price investment products that were being accounted for as equity method investments were consolidated, as we regained a controlling interest.

The net impact of these changes on our unaudited condensed consolidated balance sheets and statements of income as of the dates the portfolios were deconsolidated or reconsolidated is detailed below.

Three months ended

Three months ended Six months ended

(in millions) 6/30/2021 6/30/2020 6/30/2021 6/30/2020

8 unchanged sentences

VARIABLE INTEREST ENTITIES.

Our investments at March 31, 2021 and December 31, 2020, include interests in variable interest entities that we do not consolidate as we are not deemed the primary beneficiary.

Our investments at June 30, 2021 and December 31, 2020, include interests in variable interest entities that we do not consolidate as we are not deemed the primary beneficiary.

Our maximum risk of loss related to our involvement with these entities is as follows:

4 unchanged sentences

$ 243.7 $ 170.8

The unfunded capital commitments totaling $ 11.3 million at March 31, 2021 and $ 12.3 million at December 31, 2020 relate primarily to the investment partnerships in which we have an existing investment.

The unfunded capital commitments totaling $ 9.9 million at June 30, 2021 and $ 12.3 million at December 31, 2020 relate primarily to the investment partnerships in which we have an existing investment.

In addition to such amounts, a percentage of prior distributions may be called under certain circumstances.

10 unchanged sentences

The following table summarizes our investments that are recognized in our unaudited condensed consolidated balance sheets using fair value measurements determined based on the differing levels of inputs.

This table excludes investments held by the consolidated T.

This table excludes investments

held by the consolidated T.

Rowe Price investment products which are presented separately on our unaudited condensed consolidated balance sheets and are detailed in Note 5.

9 unchanged sentences

The fair value hierarchy level table above does not include the investment partnerships and other investments for which fair value is estimated using their NAV per share as a practical expedient.

The carrying value of these investments as disclosed in Note 3 were $ 99.7 million at March 31, 2021, and $ 94.0 million at December 31, 2020.

The carrying value of these investments as disclosed in Note 3 were $ 104.0 million at June 30, 2021, and $ 94.0 million at December 31, 2020.

NOTE 5 – CONSOLIDATED T.

20 unchanged sentences

Attributable to T.

Rowe Price Group $ 96.4 $ 783.8 $ 880.2 $ 130.7 $ 945.4 $ 1,076.1

Rowe Price $ 45.0 $ 711.5 $ 756.5 $ 130.7 $ 945.4 $ 1,076.1

Attributable to redeemable non-controlling interests 17.4 863.0 880.4 57.4 1,504.3 1,561.7

$ 62.4 $ 1,574.5 $ 1,636.9 $ 188.1 $ 2,449.7 $ 2,637.8

(1) Cash and cash equivalents includes $ 2.8 million at March 31, 2021, and $ 7.0 million at December 31, 2020, of T.

(1) Cash and cash equivalents includes $ .9 million at June 30, 2021, and $ 7.0 million at December 31, 2020, of T.

Rowe Price money market mutual funds.

(2) Investments include $ 24.4 million at March 31, 2021, and $ 26.9 million at December 31, 2020 of other T.

(2) Investments include $ 31.3 million at June 30, 2021, and $ 26.9 million at December 31, 2020 of other T.

Rowe Price investment products.

6 unchanged sentences

The operating results of the consolidated T.

Rowe Price investment products for the three months ended March 31, 2021 and 2020, are reflected in our unaudited condensed consolidated statements of income as follows:

Rowe Price investment products for the three- and six- months ended June 30, 2021 and 2020, are reflected in our unaudited condensed consolidated statements of income as follows:

Three months ended

6 unchanged sentences

Net income (loss) attributable to T.

Rowe Price Group $ 4.0 $ 14.3 $ 18.3 $ ( 22.6 ) $ ( 134.9 ) $ ( 157.5 )

Rowe Price $ 4.3 $ 21.4 $ 25.7 $ 12.9 $ 100.4 $ 113.3

Net income (loss) attributable to redeemable non-controlling interests 2.9 24.1 27.0 3.2 122.3 125.5

$ 7.2 $ 45.5 $ 52.7 $ 16.1 $ 222.7 $ 238.8

The operating expenses of the consolidated investment products are reflected in other operating expenses.

In preparing our unaudited condensed consolidated financial statements, we eliminated operating expenses of $ 1.3 million and $ 2.5 million for the three months ended March 31, 2021 and 2020, respectively, against the investment advisory and administrative fees earned from these products.

The net investment income (loss) reflected in non-

operating income (loss) includes dividend and interest income and realized and unrealized gains and losses on the underlying securities held by the consolidated T.

Six months ended

6/30/2021 6/30/2020

(in millions) Voting

interest entities Variable interest entities Total Voting

interest entities Variable interest entities Total

Operating expenses reflected in net operating income $ ( .3 ) $ ( 6.0 ) $ ( 6.3 ) $ ( .5 ) $ ( 6.8 ) $ ( 7.3 )

Net investment income (loss) reflected in non-operating income 13.4 79.3 92.7 ( 18.8 ) ( 69.1 ) ( 87.9 )

Impact on income before taxes $ 13.1 $ 73.3 $ 86.4 $ ( 19.3 ) $ ( 75.9 ) $ ( 95.2 )

Net income (loss) attributable to T.

Rowe Price $ 8.3 $ 35.7 $ 44.0 $ ( 9.7 ) $ ( 34.5 ) $ ( 44.2 )

Net income (loss) attributable to redeemable non-controlling interests 4.8 37.6 42.4 ( 9.6 ) ( 41.4 ) ( 51.0 )

$ 13.1 $ 73.3 $ 86.4 $ ( 19.3 ) $ ( 75.9 ) $ ( 95.2 )

The operating expenses of the consolidated investment products are reflected in general, administrative and other expenses.

In preparing our unaudited condensed consolidated financial statements, we eliminated operating expenses of $ 1.1 million and $ 2.1 million for the three months ended June 30, 2021 and 2020, respectively, against the investment advisory and administrative fees earned from these products.

Operating expenses eliminated for the six months ended June 30, 2021 and 2020, were $ 2.4 million and $ 4.6 million, respectively.

The net investment income (loss) reflected in non-operating income (loss) includes dividend and interest income as well as realized and unrealized gains and losses on the underlying securities held by the consolidated T.

Rowe Price investment products.

The table below details the impact of these consolidated investment products on the individual lines of our unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2021 and 2020.

Three months ended

The table below details the impact of these consolidated investment products on the individual lines of our unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020.

Six months ended

6/30/2021 6/30/2020

16 unchanged sentences

$ .9 $ 55.2 $ 56.1 $ 11.4 $ 113.4 $ 124.8

The net cash provided by financing activities during the three months ended March 31, 2021 and 2020 includes $ 34.1 million and $ 42.8 million, respectively, of net subscriptions we made into the consolidated T.

The net cash provided by financing activities during the six months ended June 30, 2021 and 2020 includes $ 80.2 million and $ 26.2 million, respectively, of net subscriptions we made into the consolidated T.

Rowe Price investment products, net of dividends received.

20 unchanged sentences

NOTE 6 – STOCKHOLDERS’ EQUITY.

Accounts payable and accrued expenses includes liabilities of $ 10.9 million at March 31, 2021, and $ 2.5 million at December 31, 2020, for common stock repurchases that settled during the first week of April 2021 and January 2021, respectively.

Accounts payable and accrued expenses includes liabilities of $ 2.5 million at December 31, 2020 for common stock repurchases that settled during the first week of January 2021.

On June 14, 2021, the Board of Directors declared a special cash dividend of $ 3.00 per common share, or $ 699.8 million, that was paid on July 7, 2021 to stockholders of record as of the close of business on June 25, 2021.

NOTE 7 – STOCK-BASED COMPENSATION.

STOCK OPTIONS.

The following table summarizes the status of, and changes in, our stock options during the three months ended March 31, 2021.

The following table summarizes the status of, and changes in, our stock options during the six months ended June 30, 2021.

Options Weighted-

1 unchanged sentence

Exercised ( 997,788 ) $ 69.84

Outstanding at March 31, 2021 3,580,853 $ 72.57

Exercisable at March 31, 2021 3,580,853 $ 72.57

Outstanding at June 30, 2021 3,381,875 $ 72.21

Exercisable at June 30, 2021 3,381,875 $ 72.21

EFFECT OF SPECIAL CASH DIVIDEND.

As a result of the special cash dividend declared by the Board of Directors in June 2021, the anti-dilution provisions of our employee long-term incentive plans and non-employee director plans (collectively, the LTI plans) require an automatic adjustment to neutralize the effect of the special cash dividend.

On the special cash dividend’s ex-dividend date (June 24, 2021), the number of shares authorized and the number of stock options outstanding and their exercise price were adjusted resulting in an increase of 50,607 stock options outstanding on the ex-dividend date, and no incremental compensation expense.

In the table above, the number of options outstanding at December 31, 2020 was updated to reflect this adjustment.

RESTRICTED SHARES AND STOCK UNITS.

The following table summarizes the status of, and changes in, our nonvested restricted shares and restricted stock units during the three months ended March 31, 2021.

The following table summarizes the status of, and changes in, our nonvested restricted shares and restricted stock units during the six months ended June 30, 2021.

Weighted-average

4 unchanged sentences

Forfeited — ( 42,792 ) $ 114.34

Nonvested at March 31, 2021 7,412 6,286,575 $ 116.73

Nonvested at March 31, 2021, includes performance-based restricted stock units of 361,609 .

Nonvested at June 30, 2021 4,336 6,255,422 $ 117.01

Nonvested at June 30, 2021, includes performance-based restricted stock units of 361,609 .

These nonvested performance-based restricted stock units include 198,205 units for which the performance period has lapsed, and the performance threshold has been met.

FUTURE STOCK-BASED COMPENSATION EXPENSE.

The following table presents the compensation expense to be recognized over the remaining vesting periods of the stock-based awards outstanding at March 31, 2021.

The following table presents the compensation expense to be recognized over the remaining vesting periods of the stock-based awards outstanding at June 30, 2021.

Estimated future compensation expense will change to reflect future grants of restricted stock awards and units, future option grants, changes in the probability of performance thresholds being met, and adjustments for actual forfeitures.

(in millions)

Second quarter 2021 $ 56.9

Third quarter 2021 $ 57.1

4 unchanged sentences

The following table presents the reconciliation of net income attributable to T.

Rowe Price Group to net income allocated to our common stockholders and the weighted-average shares that are used in calculating the basic and diluted earnings per share on our common stock.

Rowe Price to net income allocated to our common stockholders and the weighted-average shares that are used in calculating the basic and diluted earnings per share on our common stock.

Weighted-average common shares outstanding assuming dilution reflects the potential dilution, determined using the treasury stock method, that could occur if outstanding stock options were exercised and non-participating stock awards vested.

No outstanding stock options had an anti-dilutive impact on the diluted earnings per common share calculation in the periods presented.

Three months ended

Three months ended Six months ended

(in millions) 6/30/2021 6/30/2020 6/30/2021 6/30/2020

Net income attributable to T.

Rowe Price Group 749.4 $ 343.1

Rowe Price 815.7 $ 603.0 $ 1,565.1 $ 946.1

net income allocated to outstanding restricted stock and stock unit holders 22.2 16.8 42.1 26.2

4 unchanged sentences

NOTE 9 – OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS.

The changes in each component of accumulated other comprehensive loss, including reclassification adjustments for the three months ended March 31, 2021 and 2020 are presented in the table below.

The changes in each component of accumulated other comprehensive loss, including reclassification adjustments for the three months ended June 30, 2021 and 2020 are presented in the table below.

Three months ended 6/30/2021 Three months ended 6/30/2020

6 unchanged sentences

( .3 ) 2.3 2.0 ( 7.3 ) 5.7 ( 1.6 )

Reclassification adjustments recognized in non-operating income

— ( 2.6 ) ( 2.6 ) — ( .1 ) ( .1 )

( .8 ) ( 9.7 ) ( 10.5 ) ( .1 ) ( 8.0 ) ( 8.1 )

Net deferred tax benefits (income taxes)

3 unchanged sentences

Balances at end of period $ ( 43.8 ) $ 15.1 $ ( 28.7 ) $ ( 54.4 ) $ 2.2 $ ( 52.2 )

The other comprehensive income (loss) in the table above excludes $ 11.8 million and $ 17.2 million of other comprehensive loss related to redeemable non-controlling interests held in our consolidated products for the three months ended March 31, 2021 and 2020, respectively.

The other comprehensive income (loss) in the table above excludes $ 3.8 million and $ 10.3 million of other comprehensive income related to redeemable non-controlling interests held in our consolidated products for the three months ended June 30, 2021 and 2020, respectively.

The changes in each component of accumulated other comprehensive loss, including reclassification adjustments for the six months ended June 30, 2021 and 2020, are presented in the table below.

Six months ended 6/30/2021 Six months ended 6/30/2020

(in millions) Equity method investments Consolidated T.

Rowe Price investment products - variable interest entities Total currency translation adjustments Equity method investments

Consolidated T.

Rowe Price investment products - variable interest entities Total currency translation adjustments

Balances at beginning of period $ ( 43.6 ) $ 20.6 $ ( 23.0 ) $ ( 46.9 ) $ 3.9 $ ( 43.0 )

Other comprehensive income (loss) before reclassifications and income taxes ( 1.1 ) ( 4.8 ) ( 5.9 ) ( 7.4 ) ( 2.2 ) ( 9.6 )

Reclassification adjustments recognized in non-operating income — ( 2.6 ) ( 2.6 ) — ( .1 ) ( .1 )

( 1.1 ) ( 7.4 ) ( 8.5 ) ( 7.4 ) ( 2.3 ) ( 9.7 )

Net deferred tax benefits (income taxes) .9 1.9 2.8 ( .1 ) .6 .5

Other comprehensive income (loss) ( .2 ) ( 5.5 ) ( 5.7 ) ( 7.5 ) ( 1.7 ) ( 9.2 )

Balances at end of period $ ( 43.8 ) $ 15.1 $ ( 28.7 ) $ ( 54.4 ) $ 2.2 $ ( 52.2 )

The other comprehensive income (loss) in the table above excludes $ 8.0 million for the 2021 period and $( 6.9 ) million for the 2020 period of other comprehensive income (loss) related to redeemable non-controlling interests held in our consolidated products.

NOTE 10 – COMMITMENTS AND CONTINGENCIES.

8 unchanged sentences

The matter has been certified as a class action.

Rowe Price believes the claims are without merit and is vigorously defending the action.

The parties each filed motions for summary judgment and, with the exception of one claim, the court has denied the parties’ cross motions for summary judgment.

A trial has been scheduled to begin in September 2021.

We cannot predict the eventual outcome, or whether it will have a material negative impact on our financial results, or estimate the possible loss or range of loss that may arise from any negative outcome.

The parties have reached an agreement in principle, which will be presented to the court for approval.

The proposed settlement would not be material to T.

Rowe Price Group, Inc.

In addition to the matter discussed above, various claims against us arise in the ordinary course of business, including employment-related claims.

6 unchanged sentences

Rowe Price Group, Inc.

and subsidiaries (the “Company") as of March 31, 2021, the related condensed consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for the three-month periods ended March 31, 2021 and 2020, and the related notes (collectively, the consolidated interim financial information).

and subsidiaries (the “Company") as of June 30, 2021, the related condensed consolidated statements of income, comprehensive income, and stockholders’ equity for the three-month and six-month periods ended June 30, 2021 and 2020, the related condensed consolidated statements of cash flows for the six-month periods ended June 30, 2021 and 2020, and the related notes (collectively, the consolidated interim financial information).

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S.

12 unchanged sentences

Baltimore, Maryland

April 29, 2021

July 29, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements