What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-10-27 compared with 2022-07-28 · 97 added, 107 removed, 597 unchanged (25% of the section changed)

7 unchanged sentences

Assets of consolidated T.

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)

Rowe Price investment products ($ 1,234.8 million at September 30, 2022 and $ 1,761.5 million at December 31, 2021, related to variable interest entities)

1,284.3 1,962.8

7 unchanged sentences

Liabilities of consolidated T.

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

Rowe Price investment products ($ 41.6 million at September 30, 2022 and $ 36.2 million at December 31, 2021, related to variable interest entities)

Operating lease liabilities 320.0 249.2

9 unchanged sentences

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

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

issued 223,920,000 shares at September 30, 2022 and 229,175,000 at December 31, 2021

Additional capital in excess of par value 499.3 919.8

10 unchanged sentences

(in millions, except per-share amounts)

Three months ended Six months ended

Three months ended Nine months ended

9/30/2022 9/30/2021 9/30/2022 9/30/2021

31 unchanged sentences

(in millions)

Three months ended Six months ended

Three months ended Nine months ended

9/30/2022 9/30/2021 9/30/2022 9/30/2021

11 unchanged sentences

.7 3.5 ( 1.9 ) 2.4

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

Net deferred tax (expense) benefits 3.4 ( .2 ) 5.2 2.8

Total other comprehensive income (loss) ( 31.6 ) 5.6 ( 46.4 ) ( 13.7 )

Other comprehensive loss before income taxes ( 31.1 ) ( 13.7 ) ( 82.7 ) ( 30.2 )

Net deferred tax benefits 2.9 .8 8.1 3.6

Total other comprehensive loss ( 28.2 ) ( 12.9 ) ( 74.6 ) ( 26.6 )

Total comprehensive income 329.6 744.5 1,085.4 2,338.3

5 unchanged sentences

(in millions)

Six months ended

Nine months ended

9/30/2022 9/30/2021

32 unchanged sentences

Rowe Price investment products

( 7.3 ) ( .5 )

Net change in cash and cash equivalents during period 820.2 1,253.6

2 unchanged sentences

1,624.2 2,256.5

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.

Cash and cash equivalents at end of period, including $ 78.1 million at September 30, 2022, and $ 91.6 million at September 30, 2021, held by consolidated T.

Rowe Price investment products

9 unchanged sentences

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

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

Net income (loss) — — — 384.4 — 384.4 .1 384.5 ( 26.6 )

Other comprehensive income (loss), net of tax — — — — ( 15.9 ) ( 15.9 ) — ( 15.9 ) ( 15.6 )

Other comprehensive loss, net of tax — — — — ( 9.1 ) ( 9.1 ) — ( 9.1 ) ( 19.1 )

Dividends declared ($ 1.20 per share)

3 unchanged sentences

Stock-based compensation expense — — 62.8 — — 62.8 — 62.8 —

Restricted stock units issued as dividend equivalents 9 — .1 ( .1 ) — — — — —

Common shares repurchased ( 1,941 ) ( .3 ) ( 224.2 ) — — ( 224.5 ) — ( 224.5 ) —

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 1.9 ) ( 1.9 ) —

Net redemptions from T.

Net subscriptions from T.

Rowe Price investment products — — — — — — — — 19.2

Net deconsolidations of T.

Net consolidations of T.

Rowe Price investment products — — — — — — — — 42.7

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

Balances at September 30, 2022 223,920 $ 44.8 $ 499.3 $ 8,419.9 $ ( 56.5 ) $ 8,907.5 $ 207.0 $ 9,114.5 $ 580.8

Three months ended 9/30/2021

5 unchanged sentences

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

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

Net income (loss) — — — 777.2 — 777.2 ( 19.8 )

Other comprehensive loss, net of tax — — — — ( .7 ) ( .7 ) ( 12.2 )

Dividends declared ($ 1.08 per share)

— — — ( 250.7 ) — ( 250.7 ) —

Special cash dividend declared ($ 3.00 per share)

— — — ( 699.5 ) — ( 699.5 ) —

Shares issued upon option exercises 321 — 9.0 — — 9.0 —

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

Net shares issued upon vesting of restricted stock units 5 — ( .5 ) — — ( .5 ) —

2 unchanged sentences

Common shares repurchased ( 1,034 ) ( .2 ) ( 80.3 ) ( 137.2 ) — ( 217.7 ) —

Net subscriptions into T.

Net redemptions from T.

Rowe Price investment products — — — — — — ( 292.8 )

Net deconsolidations of T.

Net consolidations of T.

Rowe Price investment products — — — — — — 531.0

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

Balances at September 30, 2021 226,217 $ 45.2 $ 654.6 $ 7,591.7 $ ( 29.4 ) $ 8,262.1 $ 1,086.6

(1) Accumulated other comprehensive income

The accompanying notes are an integral part of these statements.

Six months ended 6/30/2022

Nine months ended 9/30/2022

outstanding Common

7 unchanged sentences

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

Net income — — — 907.5 — 907.5 ( 33.4 ) 874.1 ( 105.3 )

Other comprehensive income (loss), net of tax — — — — ( 20.9 ) ( 20.9 ) — ( 20.9 ) ( 25.5 )

Net income (loss) — — — 1,291.9 — 1,291.9 ( 33.3 ) 1,258.6 ( 131.9 )

Other comprehensive loss, net of tax — — — — ( 30.0 ) ( 30.0 ) — ( 30.0 ) ( 44.6 )

Dividends declared ($ 3.60 per share)

10 unchanged sentences

Rowe Price investment products — — — — — — — — ( 175.4 )

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

Six months ended 6/30/2021

Balances at September 30, 2022 223,920 $ 44.8 $ 499.3 $ 8,419.9 $ ( 56.5 ) $ 8,907.5 $ 207.0 $ 9,114.5 $ — $ 580.8

Nine months ended 9/30/2021

outstanding Common

5 unchanged sentences

Net income — — — 2,342.3 — 2,342.3 22.6

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

Other comprehensive loss, net of tax — — — — ( 6.4 ) ( 6.4 ) ( 20.2 )

Dividends declared ($ 3.24 per share)

12 unchanged sentences

Rowe Price investment products — — — — — — ( 483.6 )

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

Balances at September 30, 2021 226,217 $ 45.2 $ 654.6 $ 7,591.7 $ ( 29.4 ) $ 8,262.1 $ 1,086.6

(1) Accumulated other comprehensive income

3 unchanged sentences

Rowe Price Group, Inc.

derives its consolidated revenues and net income primarily from investment advisory services that its subsidiaries provide to individual and institutional investors in the T.

Rowe Price”, “us”, or “we”) derives its consolidated revenues and net income primarily from investment advisory services that its subsidiaries provide to individual and institutional investors in the T.

Rowe Price U.S.

3 unchanged sentences

The other affiliated products include:

open-ended investment products offered to investors outside the U.S., products offered through variable annuity life insurance plans in the U.S., affiliated private investment funds or private accounts, and collateralized loan obligations.

We also provide certain investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services;

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

As of September 30, 2022, OHA had $ 56 billion of capital under management (which includes net asset value, portfolio value and/or unfunded capital).

BASIS OF PRESENTATION.

4 unchanged sentences

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 2021 Annual Report.

INFLATION REDUCTION LEGISLATION.

On August 16, 2022, the U.S.

enacted the Inflation Reduction Act of 2022 ("IRA").

The IRA establishes new tax provisions and various incentives and tax credits.

Among other things, the IRA created a 15% minimum tax on adjusted book income effective for taxable years beginning after December 31, 2022 as well as an excise tax of 1% on stock repurchases, net of stock issuances, for publicly traded companies effective for net stock repurchases made after December 31, 2022.

We are currently assessing what impact, if any, the IRA’s provisions will have on our financial position and results of operations, but we do not believe the impact will be material.

NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

19 unchanged sentences

$ 1,442.0 $ 123.1 $ 22.0 $ 1.1 $ 1,588.2 $ 1,813.4 $ 109.8 $ 30.9 $ 1,954.1

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

Nine months ended 9/30/2022 Nine months ended 9/30/2021

Administrative, distribution, and servicing fees

13 unchanged sentences

(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 $ 1,221.1 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.

Total net revenues earned from our related parties aggregate $ 1,311.2 million and $ 1,599.5 million for the three months ended September 30, 2022 and 2021, respectively.

For the nine months ended September 30, 2022 and 2021, net revenues from related parties aggregate $ 4,069.7 million and $ 4,653.7 million, respectively.

Accounts receivable from these products aggregate to $ 490.2 million at September 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 Six months ended

Three months ended Nine months ended

(in millions) 9/30/2022 9/30/2021 9/30/2022 9/30/2021

12 unchanged sentences

Average during

Three months ended Six months ended As of

Three months ended Nine months ended As of

(in billions) 9/30/2022 9/30/2021 9/30/2022 9/30/2021 9/30/2022 12/31/2021

12 unchanged sentences

investment advisory clients outside the U.S.

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.

account for 9.0 %, 9.4 %, and 9.9 % of our assets under management at September 30, 2022, June 30, 2022, and December 31, 2021, respectively.

NOTE 3 – INVESTMENTS.

19 unchanged sentences

Investments in affiliated collateralized loan obligations 100.2 119.1

Certificates of deposit 1.0 —

Treasury note 1.0 1.0

4 unchanged sentences

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

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.

During the three- and nine- months ended September 30, 2022, net losses on investments included $ 35.3 million and $ 258.7 million, respectively, of net unrealized losses related to investments held at fair value that were still held at September 30, 2022.

During the three months ended September 30, 2021, net losses on investments included $ 4.6 million of net unrealized losses related to investments held at fair value that were still held at September 30, 2021.

During the nine months ended September 30, 2021, net gains on investments included $ 83.7 million of net unrealized gains related to investments held at fair value that were still held at September 30, 2021.

During the nine months ended September 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 six months ended June 30, 2022 and June 30, 2021, certain T.

Additionally, during the nine months ended September 30, 2022 and September 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 Six months ended

Three months ended Nine months ended

(in millions) 9/30/2022 9/30/2021 9/30/2022 9/30/2021

Net decrease in assets of consolidated T.

Net increase (decrease) in assets of consolidated T.

Rowe Price investment products $ 24.2 $ 589.7 $ ( 289.6 ) $ ( 727.6 )

Net decrease in liabilities of consolidated T.

Net increase (decrease) in liabilities of consolidated T.

Rowe Price investment products $ — $ 7.1 $ ( 15.0 ) $ ( 17.1 )

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

Net increase (decrease) in redeemable non-controlling interests $ 42.9 $ 531.0 $ ( 175.2 ) $ ( 483.6 )

Gains recognized upon deconsolidation $ — $ — $ 6.8 $ 2.6

3 unchanged sentences

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

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.

As of September 30, 2022 and December 31, 2021, the debt is carried at $ 94.6 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 € 66.8 million (equivalent to $ 65.4 million at September 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 $ 29.2 million at September 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 1.75 % to 2.00 % as of September 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 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 investments at September 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

$ 978.6 $ 1,182.6

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.

The unfunded capital commitments totaling $ 87.9 million at September 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.

35 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 $ 99.8 million at June 30, 2022, and $ 108.1 million at December 31, 2021.

The carrying value of these investments as disclosed in Note 3 were $ 91.0 million at September 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.

3 unchanged sentences

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.

For the three- and nine- months ended September 30, 2022, $ 2.9 million

and $ 11.7 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 6/30/2022 Six Months Ended 6/30/2022

(in millions) Three months ended 9/30/2022 Nine months ended 9/30/2022

Balance at beginning of period $ 161.2 $ 306.3

1 unchanged sentence

Unrealized (gains) losses, included in earnings ( 29.9 ) ( 125.7 )

Balance, June 30, 2022 $ 161.2 $ 161.2

Balance, September 30, 2022

$ 131.3 $ 131.3

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

5 unchanged sentences

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

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.

For the three- and nine- months ended September 30, 2022, $ 2.4 million and $ 7.1 million was recognized as part of compensation expense in our unaudited condensed consolidated statements of income.

NOTE 5 – CONSOLIDATED T.

23 unchanged sentences

$ 43.6 $ 1,193.2 $ 1,236.8 $ 186.0 $ 1,725.3 $ 1,911.3

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

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

Rowe Price money market mutual funds.

(2) Investments include $ 9.4 million at June 30, 2022, and $ 42.5 million at December 31, 2021 of other T.

(2) Investments include $ 8.6 million at September 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- and six- months ended June 30, 2022 and 2021, are reflected in our unaudited condensed consolidated statements of income as follows:

Rowe Price investment products for the three- and nine-months ended September 30, 2022 and 2021, are reflected in our unaudited condensed consolidated statements of income as follows:

Three months ended

9 unchanged sentences

$ ( 1.8 ) $ ( 41.8 ) $ ( 43.6 ) $ .6 $ ( 20.5 ) $ ( 19.9 )

Six months ended

Nine months ended

9/30/2022 9/30/2021

10 unchanged sentences

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 $ .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.

In preparing our unaudited condensed consolidated financial statements, we eliminated operating expenses of $ .5 million and $ 1.6 million for the three months ended September 30, 2022 and 2021, respectively, against the investment advisory and administrative fees earned from these products.

Operating expenses eliminated for the nine months ended September 30, 2022 and 2021, were $ 2.0 million and $ 4.0 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 six months ended June 30, 2022 and 2021.

Six 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 nine months ended September 30, 2022 and 2021.

Nine months ended

9/30/2022 9/30/2021

16 unchanged sentences

$ .2 $ 77.9 $ 78.1 $ 6.2 $ 85.4 $ 91.6

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.

The net cash provided by financing activities during the nine months ended September 30, 2022 and 2021 includes $ 22.3 million and $ 35.3 million, respectively, of net subscriptions we made into the consolidated T.

Rowe Price investment products, net of dividends received.

27 unchanged sentences

Total $ 3,484.4 $ 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.

Amortization expense for the definite-lived investment advisory agreements intangible assets was $ 27.1 million and $ 81.4 million for the three- and nine- months ended September 30, 2022, respectively.

Estimated amortization expense for the definite-lived investment advisory agreements intangible assets for the remainder of 2022 is $ 27.1 million, $ 108.1 million for 2023, $ 105.6 million for 2024, $ 105.0 million for 2025, and $ 87.7 million for 2026.

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

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

(in millions) Three months ended 9/30/2022 Nine months ended 9/30/2022

Balance at beginning of period $ 2,652.4 $ 2,693.2

Measurement period adjustment — ( 40.8 )

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

Balance, September 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.

Accounts payable and accrued expenses includes liabilities of $ 16.1 million at September 30, 2022 for common stock repurchases that settled during the first week of October 2022.

NOTE 8 – STOCK-BASED COMPENSATION.

STOCK OPTIONS.

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

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

Options Weighted-

1 unchanged sentence

Exercised ( 463,232 ) $ 65.14

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

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

Outstanding at September 30, 2022 2,383,347 $ 74.37

Exercisable at September 30, 2022 2,383,347 $ 74.37

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 six months ended June 30, 2022.

The following table summarizes the status of, and changes in, our nonvested restricted shares and restricted stock units during the nine months ended September 30, 2022.

Weighted-average

4 unchanged sentences

Forfeited — ( 149,318 ) $ 143.31

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 .

Nonvested at September 30, 2022 10,099 5,521,916 $ 147.33

Nonvested at September 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 June 30, 2022.

The following table presents the compensation expense to be recognized over the remaining vesting periods of the stock-based awards outstanding at September 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)

Third quarter 2022 $ 63.0

Fourth quarter 2022 $ 54.4

6 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 Six months ended

Three months ended Nine months ended

(in millions) 9/30/2022 9/30/2021 9/30/2022 9/30/2021

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 June 30, 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 September 30, 2022 and 2021 are presented in the table below.

Three months ended 9/30/2022 Three months ended 9/30/2021

6 unchanged sentences

.7 ( 12.7 ) ( 12.0 ) 3.5 ( 5.0 ) ( 1.5 )

Reclassification adjustments recognized in non-operating income

— ( 5.3 ) ( 5.3 ) — — —

( 3.1 ) ( 16.3 ) ( 19.4 ) ( .3 ) 2.3 2.0

Net deferred tax benefits (income taxes)

3 unchanged sentences

Balances at end of period $ ( 39.3 ) $ ( 17.2 ) $ ( 56.5 ) $ ( 40.7 ) $ 11.3 $ ( 29.4 )

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

The other comprehensive income (loss) in the table above excludes losses of $ 19.1 million and $ 12.2 million of other comprehensive income related to redeemable non-controlling interests held in our consolidated products for the three months ended September 30, 2022 and 2021, respectively.

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

Nine months ended 9/30/2022 Nine months ended 9/30/2021

(in millions) Equity method investments Consolidated T.

13 unchanged sentences

CONTINGENCIES.

On February 14, 2017, T.

Rowe Price Group, Inc., T.

Rowe Price Associates, Inc., T.

Rowe Price Trust Company, current and former members of the management committee, and trustees of the T.

Rowe Price U.S.

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.

Rowe Price 401(k) Plan from February 14, 2011, to the time of judgment.

The matter has been certified as a class action.

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.

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

Various claims against us arise in the ordinary course of business, including employment-related claims.

In the opinion of management, after consultation with counsel, the likelihood of an adverse determination in one or more of these pending ordinary course of business claims that would have a material adverse effect on our financial position or results of operations is remote.

5 unchanged sentences

Rowe Price Group, Inc.

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).

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

July 28, 2022

October 27, 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