What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-07-28 compared with 2022-04-28 · 178 added, 78 removed, 526 unchanged (33% of the section changed)

7 unchanged sentences

Assets of consolidated T.

Rowe Price investment products ($ 1,501.0 million at March 31, 2022 and $ 1,761.5 million at December 31, 2021, related to variable interest entities)

Rowe Price investment products ($ 1,226.0 million at June 30, 2022 and $ 1,761.5 million at December 31, 2021, related to variable interest entities)

1,307.2 1,962.8

7 unchanged sentences

Liabilities of consolidated T.

Rowe Price investment products ($ 44.2 million at March 31, 2022 and $ 36.2 million at December 31, 2021, related to variable interest entities)

Rowe Price investment products ($ 34.4 million at June 30, 2022 and $ 36.2 million at December 31, 2021, related to variable interest entities)

Operating lease liabilities 204.7 249.2

9 unchanged sentences

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

issued 227,283,000 shares at March 31, 2022 and 229,175,000 at December 31, 2021

issued 225,715,000 shares at June 30, 2022 and 229,175,000 at December 31, 2021

Additional capital in excess of par value 654.6 919.8

5 unchanged sentences

Non-controlling interests in consolidated entities 208.8 248.7

Total permanent stockholders’ equity 9,326.6 9,271.4

Total liabilities, redeemable non-controlling interests, and permanent stockholders’ equity $ 12,348.0 $ 12,509.0

Total stockholders’ equity 9,173.0 9,271.4

Total liabilities, redeemable non-controlling interests, and stockholders’ equity $ 11,768.7 $ 12,509.0

The accompanying notes are an integral part of these statements.

1 unchanged sentence

(in millions, except per-share amounts)

Three months ended

Three months ended Six months ended

6/30/2022 6/30/2021 6/30/2022 6/30/2021

31 unchanged sentences

(in millions)

Three months ended

Three months ended Six months ended

6/30/2022 6/30/2021 6/30/2022 6/30/2021

10 unchanged sentences

Equity method investments

( 3.1 ) ( .3 ) ( 2.6 ) ( 1.1 )

Other comprehensive income (loss) before income taxes ( 35.0 ) 5.8 ( 51.6 ) ( 16.5 )

8 unchanged sentences

(in millions)

Three months ended

Six months ended

6/30/2022 6/30/2021

27 unchanged sentences

Rowe Price ( 556.2 ) ( 505.1 )

Net contributions from non-controlling interests in consolidated entities 6.0 —

Net distributions to non-controlling interests in consolidated entities ( 6.5 ) —

Net subscriptions (redemptions) received from redeemable non-controlling interest holders ( 65.7 ) 299.1

2 unchanged sentences

Rowe Price investment products

( 7.3 ) ( .5 )

Net change in cash and cash equivalents during period 563.0 1,314.5

2 unchanged sentences

1,624.2 2,256.5

Cash and cash equivalents at end of period, including $ 87.1 million at March 31, 2022, and $ 83.7 million at March 31, 2021, held by consolidated T.

Cash and cash equivalents at end of period, including $ 71.2 million at June 30, 2022, and $ 56.1 million at June 30, 2021, held by consolidated T.

Rowe Price investment products

8 unchanged sentences

Rowe Price Group, Inc.

Non-controlling interests in consolidated entities Total permanent stockholders’ equity Redeemable non-controlling interests

Balances at December 31, 2021 229,175 $ 45.8 $ 919.8 $ 8,083.6 $ ( 26.5 ) $ 9,022.7 $ 248.7 $ 9,271.4 $ 982.3

Non-controlling interests in consolidated entities Total stockholders’ equity Redeemable non-controlling interests

Balances at March 31, 2022 227,283 $ 45.5 $ 668.2 $ 8,372.2 $ ( 31.5 ) $ 9,054.4 $ 272.2 $ 9,326.6 $ 790.4

Net income (loss) — — — 339.6 — 339.6 ( 50.9 ) 288.7 ( 51.8 )

7 unchanged sentences

Common shares repurchased ( 1,660 ) ( .4 ) ( 76.4 ) ( 122.6 ) — ( 199.4 ) — ( 199.4 ) —

Net contributions from non-controlling interests in consolidated entities — — — — — — 6.0 6.0 —

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 12.5 ) ( 12.5 ) —

Net redemptions from T.

2 unchanged sentences

Rowe Price investment products — — — — — — — — ( 155.2 )

Balances at March 31, 2022 227,283 $ 45.5 $ 668.2 $ 8,372.2 $ ( 31.5 ) $ 9,054.4 $ 272.2 $ 9,326.6 $ 790.4

Balances at June 30, 2022 225,715 $ 45.1 $ 654.6 $ 8,311.9 $ ( 47.4 ) $ 8,964.2 $ 208.8 $ 9,173.0 $ 564.6

Three months ended 6/30/2021

3 unchanged sentences

earnings AOCI (1)

Total permanent

stockholders’

equity Redeemable non-controlling interests

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

Other comprehensive income (loss), net of tax — — — — 1.8 1.8 3.8

Dividends declared ($ 1.08 per share)

— — — ( 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 ) —

Stock-based compensation expense — — 56.6 — — 56.6 —

Restricted stock units issued as dividend equivalents — — .1 ( .5 ) — ( .4 ) —

Common shares repurchased ( 225 ) — ( 41.3 ) — — ( 41.3 ) —

Net subscriptions into T.

Rowe Price investment products — — — — — — 111.4

Net deconsolidations of T.

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

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

(1) Accumulated other comprehensive income

The accompanying notes are an integral part of these statements.

Six months ended 6/30/2022

outstanding Common

stock Additional

par value Retained

earnings AOCI (1)

stockholders’

equity attributable to T.

Rowe Price Group, Inc.

Non-controlling interests in consolidated entities Total stockholders’ equity Redeemable non-controlling interests

Balances at December 31, 2021 229,175 $ 45.8 $ 919.8 $ 8,083.6 $ ( 26.5 ) $ 9,022.7 $ 248.7 $ 9,271.4 $ 982.3

8 unchanged sentences

Common shares repurchased ( 3,767 ) ( .8 ) ( 396.2 ) ( 122.6 ) — ( 519.6 ) — ( 519.6 ) —

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 6.5 ) ( 6.5 ) —

Net redemptions from T.

Rowe Price investment products — — — — — — — — ( 68.8 )

Net deconsolidations of T.

Rowe Price investment products — — — — — — — — ( 218.1 )

Balances at June 30, 2022 225,715 $ 45.1 $ 654.6 $ 8,311.9 $ ( 47.4 ) $ 8,964.2 $ 208.8 $ 9,173.0 $ — $ 564.6

Six months ended 6/30/2021

outstanding Common

stock Additional

par value Retained

earnings AOCI (1)

Total 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

Net income — — — 1,565.1 — 1,565.1 42.4

Other comprehensive income (loss), net of tax — — — — ( 5.7 ) ( 5.7 ) ( 8.0 )

Dividends declared ($ 2.16 per share)

— — — ( 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 ) —

Stock-based compensation expense — — 113.9 — — 113.9 —

Restricted stock units issued as dividend equivalents — — .2 ( .5 ) — ( .3 ) —

Common shares repurchased ( 1,855 ) ( .4 ) ( 120.3 ) ( 188.2 ) — ( 308.9 ) —

Net subscriptions into T.

2 unchanged sentences

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

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

(1) Accumulated other comprehensive income

19 unchanged sentences

We acquired 100 % of the equity interests of Oak Hill Advisors, L.P., 100 % of the equity interests in entities that make co-investments in certain affiliated private investment funds (the "co-investment entities") and a majority of the equity interests in entities that have interests in general partners of affiliated private investment funds and are entitled to a disproportionate allocation of income (the "carried interest entities").

As of March 31, 2022, OHA had $ 57 billion of capital under management (which includes net assets value, portfolio value and/or unfunded capital).

We have reflected the financial position, operating results and cash flows of OHA in these financial statements.

As of June 30, 2022, OHA had $ 57 billion of capital under management (which includes net asset value, portfolio value and/or unfunded capital).

BASIS OF PRESENTATION.

25 unchanged sentences

$ 1,496.7 $ 119.4 $ 23.2 $ ( 126.3 ) $ 1,513.0 $ 1,787.2 $ 112.1 $ 30.0 $ 1,929.3

Six months ended 6/30/2022 Six months ended 6/30/2021

Administrative, distribution, and servicing fees

(in millions) Investment advisory fees

Administrative fees

Distribution and servicing fees

Capital allocation-based income Net revenues

Investment advisory fees

Administrative fees

Distribution and servicing fees

mutual funds $ 1,852.7 $ 178.6 $ 49.5 $ — $ 2,080.8 $ 2,147.7 $ 160.5 $ 59.1 $ 2,367.3

Subadvised funds, separate accounts, collective investment trusts, and other investment products 1,306.1 7.5 — ( 81.9 ) 1,231.7 1,327.3 — — 1,327.3

Other clients (1)

— 63.5 — — 63.5 — 61.5 — 61.5

$ 3,158.8 $ 249.6 $ 49.5 $ ( 81.9 ) $ 3,376.0 $ 3,475.0 $ 222.0 $ 59.1 $ 3,756.1

(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 aggregate $ 1,536.4 million and $ 1,482.3 million for the three months ended March 31, 2022 and 2021, respectively.

Accounts receivable from these products aggregate to $ 584.5 million at March 31, 2022 and $ 577.9 million at December 31, 2021.

Total net revenues earned from our related parties aggregate $ 1,221.1 million and $ 1,571.9 million for the three months ended June 30, 2022 and 2021, respectively.

For the six months ended June 30, 2022 and 2021, net revenues from related parties aggregate $ 2,757.5 million and $ 3,054.2 million, respectively.

Accounts receivable from these products aggregate to $ 513.2 million at June 30, 2022 and $ 577.9 million at December 31, 2021.

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

Three months ended

Three months ended Six months ended

(in millions) 6/30/2022 6/30/2021 6/30/2022 6/30/2021

8 unchanged sentences

Alternatives 68.3 — 133.2 —

620.5 689.7 1,306.1 1,327.3

Total $ 1,496.7 $ 1,787.2 $ 3,158.8 $ 3,475.0

1 unchanged sentence

Average during

Three months ended As of

Three months ended Six months ended As of

(in billions) 6/30/2022 6/30/2021 6/30/2022 6/30/2021 6/30/2022 12/31/2021

12 unchanged sentences

investment advisory clients outside the U.S.

account for 9.7 % and 9.9 % of our assets under management at March 31, 2022 and December 31, 2021, respectively.

account for 9.4 %, 9.7 %, and 9.9 % of our assets under management at June 30, 2022, March 31, 2022, and December 31, 2021, respectively.

NOTE 3 – INVESTMENTS.

10 unchanged sentences

Equity method investments

Rowe Price investment products - seed capital 134.0 141.7

Rowe Price investment products

Discretionary investments 203.0 —

Seed capital 133.5 141.7

Investments in affiliated private investment funds - carried interest 507.2 609.8

10 unchanged sentences

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

During the three months ended March 31, 2022, net losses on investments included $ 99.9 million of net unrealized losses related to investments held at fair value that were still held at March 31, 2022.

For the same period of 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.

During the three months ended March 31, 2022 and 2021, certain T.

During the three- and six- months ended June 30, 2022, net losses on investments included $ 131.2 million and $ 225.5 million, respectively, of net unrealized losses related to investments held at fair value that were still held at June 30, 2022.

For the same period of 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, 2021.

During the six months ended June 30, 2022 and 2021, 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, 2022 and March 31, 2021, certain T.

Additionally, during the six months ended June 30, 2022 and June 30, 2021, certain T.

Rowe Price investment products 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) 6/30/2022 6/30/2021 6/30/2022 6/30/2021

Net increase (decrease) in assets of consolidated T.

Net decrease in assets of consolidated T.

Rowe Price investment products $ ( 216.3 ) $ ( 389.2 ) $ ( 313.8 ) $ ( 1,317.3 )

Net increase (decrease) in liabilities of consolidated T.

Net decrease in liabilities of consolidated T.

Rowe Price investment products $ ( 6.4 ) $ ( 8.9 ) $ ( 15.0 ) $ ( 24.2 )

Net increase (decrease) in redeemable non-controlling interests $ ( 63.0 ) $ ( 739.9 )

Net decrease in redeemable non-controlling interests $ ( 155.0 ) $ ( 274.7 ) $ ( 218.1 ) $ ( 1,014.6 )

Gains recognized upon deconsolidation $ 5.2 $ — $ 2.6

3 unchanged sentences

There is debt associated with our long-term investments in affiliated collateralized loan obligations (“CLOs”).

As of March 31, 2022 and December 31, 2021, the debt is valued at $ 108.7 million and $ 113.5 million, and is reported in accounts payable and accrued expenses in our unaudited condensed consolidated balance sheets.

The debt includes outstanding repurchase agreements of € 66.7 million (equivalent to $ 73.8 million at March 31, 2022 and $ 75.9 million at December 31, 2021 at the respective EUR spot rates) and collateralized by the CLO investments.

The debt also includes outstanding note facilities of € 32.4 million (equivalent to $ 34.9 million at March 31, 2022 and $ 36.9 million at December 31, 2021 at the respective EUR spot rates) and are collateralized by first priority security interests in the assets of the consolidated OHA entity that is party to the notes.

The debt bears interest at rates based on EURIBOR plus the initial margin, which equals all-in rates ranging from 1.70 % to 1.95 % as of March 31, 2022.

As of June 30, 2022 and December 31, 2021, the debt is carried at $ 102.3 million and $ 113.5 million, and is reported in accounts payable and accrued expenses in our unaudited condensed consolidated balance sheets.

The debt includes outstanding repurchase agreements of € 66.7 million (equivalent to $ 69.9 million at June 30, 2022 and $ 75.9 million at December 31, 2021 at the respective EUR spot rates) and collateralized by the CLO investments.

The debt also includes outstanding note facilities of € 35.6 million (equivalent to $ 32.4 million at June 30, 2022 and $ 36.9 million at December 31, 2021 at the respective EUR spot rates) and are collateralized by first priority security interests in the assets of the consolidated OHA entity that is party to the notes.

The debt bears interest at rates based on EURIBOR plus the initial margin, which equals all-in rates ranging from 1.70 % to 1.95 % as of June 30, 2022.

The debt matures on various dates through 2032 or if the investments are paid back in full or cancelled.

VARIABLE INTEREST ENTITIES.

Our investments at March 31, 2022 and December 31, 2021 include interests in variable interest entities that we do not consolidate as we are not deemed the primary beneficiary.

Our investments at June 30, 2022 and December 31, 2021 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

$ 993.3 $ 1,182.6

The unfunded capital commitments totaling $ 110.4 million at March 31, 2022 and $ 94.2 million at December 31, 2021 relate primarily to the affiliated private investment funds and the investment partnerships in which we have an existing investment.

The unfunded capital commitments totaling $ 101.6 million at June 30, 2022 and $ 94.2 million at December 31, 2021 relate primarily to the affiliated private investment funds and 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.

19 unchanged sentences

These levels are not necessarily an indication of the risk or liquidity associated with our investments.

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

The following table summarizes our investments and liabilities 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.

13 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 $ 103.6 million at March 31, 2022, and $ 108.1 million at December 31, 2021.

The carrying value of these investments as disclosed in Note 3 were $ 99.8 million at June 30, 2022, and $ 108.1 million at December 31, 2021.

As part of the purchase consideration for our acquisition of OHA in December 2021, there was contingent consideration in the amount of up to $ 900.0 million, payable in cash, that may be due as part of an earnout payment starting in 2025 and ending in 2027 upon satisfying or exceeding certain defined revenue targets.

2 unchanged sentences

Rowe Price and was excluded from the purchase consideration and deemed compensatory.

The fair value of the earnout is remeasured each reporting period and recognized over the related service period.

For the three months ended March 31, 2022, $ 5.1 million was recorded as part of compensation expense in our unaudited condensed consolidated statements of income for the portion of the earnout deemed compensatory.

The fair value of the earnout deemed compensatory is remeasured each reporting period and recognized over the related service period.

For the three- and six- months ended June 30, 2022, $ 3.7 million and $ 8.8 million, respectively, was recorded as part of compensation expense in our unaudited condensed consolidated statements of income for the portion of the earnout deemed compensatory.

The change in the contingent consideration liability measured at fair value for which we used Level 3 inputs to determine fair value is as follows:

Contingent Consideration Liability

(in millions) Three Months Ended 3/31/2022

Balance, 12/31/2021 $ 306.3

(in millions) Three Months Ended 6/30/2022 Six Months Ended 6/30/2022

Balance at beginning of period $ 211.5 $ 306.3

Measurement period adjustment — ( 49.3 )

Unrealized (gains) losses, included in earnings ( 50.3 ) ( 95.8 )

Balance, 3/31/2022 $ 211.5

Balance, June 30, 2022 $ 161.2 $ 161.2

The fair value of the contingent consideration is measured using the Monte Carlo simulation methodology of valuation.

The most significant assumptions used relate to the discount periods and rates and from changes pertaining to the achievement of the defined financial targets.

The most significant assumptions used relate to the discount rates and from changes pertaining to the achievement of the defined financial targets.

The unrealized (gains) losses during the quarter are reflected in general, administrative and other expenses in our unaudited condensed consolidated statements of income.

3 unchanged sentences

This arrangement will be remeasured at fair value at each reporting date and recognized over the related service period.

As of March 31, 2022, $ 2.0 million was recognized as part of compensation expense in our unaudited condensed consolidated statements of income.

For the three- and six- months ended June 30, 2022, $ 2.7 million and $ 4.7 million was recognized as part of compensation expense in our unaudited condensed consolidated statements of income.

NOTE 5 – CONSOLIDATED T.

23 unchanged sentences

$ 72.5 $ 1,191.6 $ 1,264.1 $ 186.0 $ 1,725.3 $ 1,911.3

(1) Cash and cash equivalents includes $ 6.6 million at March 31, 2022, and $ 6.5 million at December 31, 2021, of T.

(1) Cash and cash equivalents includes $ 2.8 million at June 30, 2022, and $ 6.5 million at December 31, 2021, of T.

Rowe Price money market mutual funds.

(2) Investments include $ 39.3 million at March 31, 2022, and $ 42.5 million at December 31, 2021 of other T.

(2) Investments include $ 9.4 million at June 30, 2022, and $ 42.5 million at December 31, 2021 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, 2022 and 2021, 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, 2022 and 2021, are reflected in our unaudited condensed consolidated statements of income as follows:

Three months ended

9 unchanged sentences

$ ( 8.2 ) $ ( 98.3 ) $ ( 106.5 ) $ 7.2 $ 45.5 $ 52.7

Six months ended

6/30/2022 6/30/2021

(in millions) Voting

interest entities Variable interest entities Total Voting

interest entities Variable interest entities Total

Operating expenses reflected in net operating income $ ( .3 ) $ ( 4.1 ) $ ( 4.4 ) $ ( .3 ) $ ( 6.0 ) $ ( 6.3 )

Net investment income (loss) reflected in non-operating income ( 14.7 ) ( 191.3 ) ( 206.0 ) 13.4 79.3 92.7

Impact on income before taxes $ ( 15.0 ) $ ( 195.4 ) $ ( 210.4 ) $ 13.1 $ 73.3 $ 86.4

Net income (loss) attributable to T.

Rowe Price Group $ ( 10.3 ) $ ( 94.8 ) $ ( 105.1 ) $ 8.3 $ 35.7 $ 44.0

Net income (loss) attributable to redeemable non-controlling interests ( 4.7 ) ( 100.6 ) ( 105.3 ) 4.8 37.6 42.4

$ ( 15.0 ) $ ( 195.4 ) $ ( 210.4 ) $ 13.1 $ 73.3 $ 86.4

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 $ 0.9 million and $ 1.3 million for the three months ended March 31, 2022 and 2021, 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 as well as realized and

unrealized gains and losses on the underlying securities held by the consolidated T.

In preparing our unaudited condensed consolidated financial statements, we eliminated operating expenses of $ .6 million and $ 1.1 million for the three months ended June 30, 2022 and 2021, respectively, against the investment advisory and administrative fees earned from these products.

Operating expenses eliminated for the six months ended June 30, 2022 and 2021, were $ 1.5 million and $ 2.4 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, 2022 and 2021.

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, 2022 and 2021.

Six months ended

6/30/2022 6/30/2021

16 unchanged sentences

$ 3.0 $ 68.2 $ 71.2 $ .9 $ 55.2 $ 56.1

The net cash provided by financing activities during the three months ended March 31, 2022 and 2021 includes $ 35.1 million and $ 34.1 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, 2022 and 2021 includes $ 26.9 million and $ 80.2 million, respectively, of net subscriptions we made into the consolidated T.

Rowe Price investment products, net of dividends received.

27 unchanged sentences

Total $ 3,511.5 $ 3,606.6

Amortization expense for the definite-lived investment advisory agreements intangible assets was $ 27.2 million and $ 54.3 million for the three- and six- months ended June 30, 2022, respectively.

Estimated amortization expense for the definite-lived investment advisory agreements intangible assets for the remainder of 2022 is $ 54.3 million, $ 108.1 million for 2023, $ 105.6 million for 2024, $ 105.0 million for 2025, and $ 87.7 million for 2026.

Amortization expense for the definite-lived investment advisory agreements intangible assets was $ 27.1 million for the three months ended March 31, 2022.

Goodwill activity during the three months ended March 31, 2022 was as follows:

(in millions) 2022

Balance, 12/31/2021 $ 2,693.2

Goodwill activity during the three- and six- months ended June 30, 2022 was as follows:

(in millions) Three Months Ended 6/30/2022 Six Months Ended 6/30/2022

Balance at beginning of period $ 2,643.9 $ 2,693.2

Measurement period adjustment 8.5 ( 40.8 )

Balance, 3/31/2022 $ 2,643.9

We evaluate the carrying amount of goodwill for possible impairment on an annual basis in the third quarter using a fair value approach or if triggering events occur that require us to evaluate for impairment earlier.

Balance, June 30, 2022 $ 2,652.4 $ 2,652.4

We evaluate the carrying amount of goodwill for possible impairment on an annual basis in the fourth quarter using a fair value approach or if triggering events occur that require us to evaluate for impairment earlier.

NOTE 7 – STOCKHOLDERS’ EQUITY.

Accounts payable and accrued expenses includes liabilities of $ 9.2 million at June 30, 2022 for common stock repurchases that settled during the first week of July 2022.

NOTE 8 – 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, 2022.

The following table summarizes the status of, and changes in, our stock options during the six months ended June 30, 2022.

Options Weighted-

1 unchanged sentence

Exercised ( 288,737 ) $ 65.26

Outstanding at March 31, 2022 2,631,807 $ 73.55

Exercisable at March 31, 2022 2,631,807 $ 73.55

Outstanding at June 30, 2022 2,557,842 $ 73.73

Exercisable at June 30, 2022 2,557,842 $ 73.73

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, 2022.

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, 2022.

Weighted-average

4 unchanged sentences

Forfeited — ( 136,628 ) $ 142.06

Nonvested at March 31, 2022 5,720 5,587,135 $ 147.50

Nonvested at March 31, 2022, includes performance-based restricted stock units of 294,518 .

Nonvested at June 30, 2022 10,099 5,529,179 $ 147.43

Nonvested at June 30, 2022, includes performance-based restricted stock units of 294,518 .

These nonvested performance-based restricted stock units include 81,123 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, 2022.

The following table presents the compensation expense to be recognized over the remaining vesting periods of the stock-based awards outstanding at June 30, 2022.

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 2022 $ 64.0

Third quarter 2022 $ 63.0

7 unchanged sentences

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) 6/30/2022 6/30/2021 6/30/2022 6/30/2021

7 unchanged sentences

NOTE 10 – 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, 2022 and 2021 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, 2022 and 2021 are presented in the table below.

Three months ended 6/30/2022 Three months ended 6/30/2021

14 unchanged sentences

Balances at end of period $ ( 39.9 ) $ ( 7.5 ) $ ( 47.4 ) $ ( 43.8 ) $ 15.1 $ ( 28.7 )

The other comprehensive income (loss) in the table above excludes losses of $ 9.9 million and income of $ 11.8 million of other comprehensive income related to redeemable non-controlling interests held in our consolidated products for the three months ended March 31, 2022 and 2021, respectively.

The other comprehensive income (loss) in the table above excludes losses of $ 15.6 million and income of $ 3.8 million of other comprehensive income related to redeemable non-controlling interests held in our consolidated products for the three months ended June 30, 2022 and 2021, respectively.

The changes in each component of accumulated other comprehensive loss, including reclassification adjustments for the six months ended June 30, 2022 and 2021, are presented in the table below.

Six months ended 6/30/2022 Six months ended 6/30/2021

(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 $ ( 36.7 ) $ 10.2 $ ( 26.5 ) $ ( 43.6 ) $ 20.6 $ ( 23.0 )

Other comprehensive income (loss) before reclassifications and income taxes ( 2.6 ) ( 16.6 ) ( 19.2 ) ( 1.1 ) ( 4.8 ) ( 5.9 )

Reclassification adjustments recognized in non-operating income — ( 6.9 ) ( 6.9 ) — ( 2.6 ) ( 2.6 )

( 2.6 ) ( 23.5 ) ( 26.1 ) ( 1.1 ) ( 7.4 ) ( 8.5 )

Net deferred tax benefits (income taxes) ( .6 ) 5.8 5.2 .9 1.9 2.8

Other comprehensive income (loss) ( 3.2 ) ( 17.7 ) ( 20.9 ) ( .2 ) ( 5.5 ) ( 5.7 )

Balances at end of period $ ( 39.9 ) $ ( 7.5 ) $ ( 47.4 ) $ ( 43.8 ) $ 15.1 $ ( 28.7 )

The other comprehensive income (loss) in the table above excludes losses of $ 25.5 million for the 2022 period and income of $ 8.0 million for the 2021 period of other comprehensive income (loss) related to redeemable non-controlling interests held in our consolidated products.

NOTE 11 – COMMITMENTS AND CONTINGENCIES.

6 unchanged sentences

Rowe Price U.S.

Retirement Program were named as defendants in a lawsuit filed in the United States District Court for the District of Maryland.

Retirement Program were named as defendants in a lawsuit filed in the United States Distri ct Court for the District of Maryland (the “Court”).

The lawsuit alleges breaches of ERISA’s fiduciary duty and prohibited transaction provisions on behalf of a class of all participants and beneficiaries of the T.

1 unchanged sentence

The matter has been certified as a class action.

The parties reached a settlement agreement, and, on January 18, 2022, the Court provided preliminary approval of the proposed settlement and set a fairness hearing for May 24, 2022.

The proposed settlement would not be material to T.

Subsequently, the parties reached a settlement agreement, and on July 6, 2022, the Court issued an order approving the settlement and dismissed the case with prejudice.

The settlement is not material to T.

Rowe Price Group, Inc.

7 unchanged sentences

Rowe Price Group, Inc.

and subsidiaries (the “Company") as of March 31, 2022, the related condensed consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the three-month periods ended March 31, 2022 and 2021, and the related notes (collectively, the consolidated interim financial information).

and subsidiaries (the “Company") as of June 30, 2022, the related condensed consolidated statements of income, comprehensive income, stockholders’ equity for the three-month and six-month periods ended June 30, 2022 and 2021, the related condensed consolidated statements of cash flows for the six-month periods ended June 30, 2022 and 2021, 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 28, 2022

July 28, 2022

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