What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-07-28 compared with 2023-05-02 · 158 added, 81 removed, 482 unchanged (33% of the section changed)

6 unchanged sentences

Investments 2,718.4 2,539.2

Assets of consolidated sponsored investment products ($ 1,588.8 million at March 31, 2023 and $ 1,375.6 million at December 31, 2022, related to variable interest entities)

Assets of consolidated sponsored investment products ($ 1,707.3 million at June 30, 2023 and $ 1,375.6 million at December 31, 2022, related to variable interest entities)

1,946.1 1,603.4

6 unchanged sentences

Accounts payable and accrued expenses $ 381.3 $ 406.7

Liabilities of consolidated sponsored investment products ($ 66.0 million at March 31, 2023 and $ 39.1 million at December 31, 2022, related to variable interest entities)

Liabilities of consolidated sponsored investment products ($ 47.2 million at June 30, 2023 and $ 39.1 million at December 31, 2022, related to variable interest entities)

Operating lease liabilities 323.4 329.6

9 unchanged sentences

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

issued 224,527,000 shares at March 31, 2023 and 224,310,000 at December 31, 2022

issued 224,281,000 shares at June 30, 2023 and 224,310,000 at December 31, 2022

Additional capital in excess of par value 520.6 437.9

10 unchanged sentences

(in millions, except per-share amounts)

Three months ended

Three months ended Six months ended

6/30/2023 6/30/2022 6/30/2023 6/30/2022

33 unchanged sentences

(in millions)

Three months ended

Three months ended Six months ended

6/30/2023 6/30/2022 6/30/2023 6/30/2022

8 unchanged sentences

Rowe Price investment products - variable interest entities

9.5 ( 31.9 ) 18.6 ( 49.0 )

Equity method investments

1.1 ( 3.1 ) — ( 2.6 )

Other comprehensive income (loss) before income taxes 10.6 ( 35.0 ) 18.6 ( 51.6 )

8 unchanged sentences

(in millions)

Three months ended

Six months ended

6/30/2023 6/30/2022

17 unchanged sentences

Other investing activity ( 32.2 ) 0.4

Net cash provided by (used in) investing activities ( 57.5 ) 3.8

Net cash used in investing activities ( 135.9 ) ( 25.7 )

Cash flows from financing activities

3 unchanged sentences

Rowe Price ( 562.4 ) ( 556.2 )

Net contributions to non-controlling interests in consolidated entities .2 6.0

Net distributions to non-controlling interests in consolidated entities ( 2.7 ) ( 6.5 )

Net subscriptions (redemptions) from redeemable non-controlling interest holders 283.4 ( 65.7 )

5 unchanged sentences

1,874.7 1,624.2

Cash and cash equivalents at end of period, including $ 92.1 million at March 31, 2023, and $ 87.1 million at March 31, 2022, held by consolidated sponsored investment products

Cash and cash equivalents at end of period, including $ 76.5 million at June 30, 2023, and $ 71.2 million at June 30, 2022, held by consolidated sponsored investment products

$ 2,326.2 $ 2,187.2

8 unchanged sentences

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

Balances at December 31, 2022 224,310 $ 44.9 $ 437.9 $ 8,409.7 $ ( 53.0 ) $ 8,839.5 $ 190.7 $ 9,030.2 $ 656.7

Balances at March 31, 2023 224,527 $ 44.9 $ 501.8 $ 8,550.4 $ ( 51.7 ) $ 9,045.4 $ 194.4 $ 9,239.8 $ 834.1

Net income — — — 476.4 — 476.4 10.6 487.0 4.8

3 unchanged sentences

Shares issued upon option exercises 69 — 4.6 — — 4.6 — 4.6 —

Restricted shares issued, net of shares withheld for taxes 54 — — — — — — — —

Net shares issued upon vesting of restricted stock units 26 — ( 0.4 ) — — ( 0.4 ) — ( 0.4 ) —

2 unchanged sentences

Common shares repurchased ( 395 ) ( 0.1 ) ( 42.3 ) — — ( 42.4 ) — ( 42.4 ) —

Net contributions to non-controlling interests in consolidated entities — — — — — — .2 .2 —

Net subscriptions from T.

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 2.9 ) ( 2.9 ) —

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 134.9

Balances at March 31, 2023 224,527 $ 44.9 $ 501.8 $ 8,550.4 $ ( 51.7 ) $ 9,045.4 $ 194.4 $ 9,239.8 $ 834.1

Net consolidations of T.

Rowe Price investment products — — — — — — — — 5.9

Balances at June 30, 2023 224,281 $ 44.8 $ 520.6 $ 8,746.2 $ ( 47.8 ) $ 9,263.8 $ 202.1 $ 9,465.9 $ 985.2

Three months ended 6/30/2022

7 unchanged sentences

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

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 ) ( 0.4 ) ( 76.4 ) ( 122.6 ) — ( 199.4 ) — ( 199.4 ) —

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

Net distributions from 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

(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 6/30/2023

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, 2022 224,310 $ 44.9 $ 437.9 $ 8,409.7 $ ( 53.0 ) $ 8,839.5 $ 190.7 $ 9,030.2 $ 656.7

Net income — — — 897.9 — 897.9 14.1 912.0 25.0

Other comprehensive income (loss), net of tax — — — — 5.2 5.2 — 5.2 11.6

Dividends declared ($ 2.44 per share)

— — — ( 561.2 ) — ( 561.2 ) — ( 561.2 ) —

Shares issued upon option exercises 259 — 14.9 — — 14.9 — 14.9 —

Restricted shares issued, net of shares withheld for taxes 54 — — — — — — — —

Net shares issued upon vesting of restricted stock units 78 — ( 2.8 ) — — ( 2.8 ) — ( 2.8 ) —

Stock-based compensation expense — — 115.5 — — 115.5 — 115.5 —

Restricted stock units issued as dividend equivalents — — 0.2 ( 0.2 ) — — — — —

Common shares repurchased ( 420 ) ( 0.1 ) ( 45.1 ) — — ( 45.2 ) — ( 45.2 ) —

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 2.7 ) ( 2.7 ) —

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 286.0

Net consolidations of T.

Rowe Price investment products — — — — — — — — 5.9

Balances at June 30, 2023 224,281 $ 44.8 $ 520.6 $ 8,746.2 $ ( 47.8 ) $ 9,263.8 $ 202.1 $ 9,465.9 $ 985.2

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

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 )

Dividends declared ($ 2.40 per share)

— — — ( 556.4 ) — ( 556.4 ) — ( 556.4 ) —

Shares issued upon option exercises 237 0.1 11.4 — — 11.5 — 11.5 —

Net shares issued upon vesting of restricted stock units 61 — ( 3.5 ) — — ( 3.5 ) — ( 3.5 ) —

Stock-based compensation expense — — 122.9 — — 122.9 — 122.9 —

Restricted stock units issued as dividend equivalents 9 — 0.2 ( 0.2 ) — — — — —

Common shares repurchased ( 3,767 ) ( 0.8 ) ( 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

(1) Accumulated other comprehensive income .

The accompanying notes are an integral part of these statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11 unchanged sentences

and non-discretionary advisory services through model delivery.

Additionally, we also derive revenue from our interests in general partners of certain affiliated private investment funds that are entitled to a disproportionate allocation of income through capital allocation-based arrangements.

Additionally, we derive revenue from our interests in general partners of certain affiliated private investment funds that are entitled to a disproportionate allocation of income through capital allocation-based arrangements also known as carried interest.

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.

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 2022 Annual Report.

The unaudited interim financial information contained in these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in our 2022 Annual Report.

NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

14 unchanged sentences

Accordingly, fluctuations in financial markets and in the composition of assets under management affect our revenues.

Net revenues earned for the three months ended March 31, 2023 and 2022, are included in the table below along with details of investment advisory revenues earned from clients by their underlying asset class.

Net revenues earned for the three and six months ended June 30, 2023 and 2022, are included in the table below along with details of investment advisory revenues earned from clients by their underlying asset class.

We have also included average assets under management by asset class, on which we earn the investment advisory revenues.

Three months ended

Three months ended Six months ended

(in millions) 6/30/2023 6/30/2022 6/30/2023 6/30/2022

15 unchanged sentences

Total net revenues earned from our sponsored products, primarily our sponsored U.S.

mutual funds and collective investment trusts, aggregate $ 1,268.0 million and $ 1,536.4 million for the three months ended March 31, 2023 and 2022, respectively.

Accounts receivable from our sponsored products aggregate to $ 498.5 million at March 31, 2023 and $ 492.4 million at December 31, 2022.

mutual funds and collective investment trusts, aggregate $ 1,324.4 million and $ 1,221.1 million for the three months ended June 30, 2023 and 2022, respectively.

For the six months ended June 30, 2023 and 2022, total net revenues earned from our sponsored products aggregate $ 2,592.4 million and $ 2,757.5 million, respectively.

Accounts receivable from our sponsored products aggregate to $ 493.0 million at June 30, 2023 and $ 492.4 million at December 31, 2022.

Investors that we serve are primarily domiciled in the U.S.;

investment advisory clients outside the U.S.

account for 8.9 % and 9.1 % of our assets under management at March 31, 2023 and December 31, 2022, respectively.

account for 8.9 %, 8.9 %, and 9.1 % of our assets under management at June 30, 2023, March 31, 2023, and December 31, 2022, respectively.

NOTE 3 – INVESTMENTS.

25 unchanged sentences

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

During the three months ended March 31, 2023, net gains on investments included $ 46.7 million of net unrealized gains related to investments held at fair value that were still held at March 31, 2023.

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.

During the three months ended March 31, 2023 and 2022, certain sponsored investment products in which we provided initial seed capital at the time of formation were deconsolidated, as we no longer had a controlling interest.

During the three- and six- months ended June 30, 2023, net gains on investments included $ 28.3 million and $ 75.0 million, respectively, of net unrealized gains related to investments held at fair value that were still held at June 30, 2023.

For the same periods of 2022, net losses on investments included $ 131.2 million and $ 225.5 million of net unrealized losses related to investments held at fair value that were still held at June 30, 2022.

During the six months ended June 30, 2023 and 2022, certain sponsored investment products in which we provided initial seed capital at the time of formation were deconsolidated, as we no longer had a controlling interest.

Depending on our ownership interest, we are now reporting our residual interests in these sponsored investment products as either an equity method investment or an investment held at fair value.

Additionally, during the three months ended March 31, 2022, certain sponsored investment products were consolidated, as we regained a controlling interest.

Additionally, during the six months ended June 30, 2023 and 2022, certain sponsored 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) 6/30/2023 6/30/2022 6/30/2023 6/30/2022

1 unchanged sentence

Net decrease in liabilities of consolidated sponsored investment products $ ( 33.0 ) $ ( 6.4 ) $ ( 33.1 ) $ ( 15.0 )

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

Net increase (decrease) in redeemable non-controlling interests $ 5.9 $ ( 155.0 ) $ 5.9 $ ( 218.1 )

Gains recognized upon deconsolidation $ — $ 5.2 $ — $ 6.8

The gains recognized upon deconsolidation were the result of reclassifying currency translation adjustments accumulated on certain sponsored investment products with non-USD functional currencies from accumulated other comprehensive income to non-operating income.

INVESTMENTS IN AFFILIATED COLLATERALIZED LOAN OBLIGATIONS.

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

As of March 31, 2023 and December 31, 2022, the debt is carried at $ 101.7 million and $ 103.0 million, and is reported in accounts payable and accrued expenses in our unaudited condensed consolidated balance sheets.

The debt includes outstanding repurchase agreements of € 65.8 million (equivalent to $ 71.3 million at March 31, 2023 and $ 71.3 million at December 31, 2022 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 $ 30.4 million at March 31, 2023 and $ 31.7 million at December 31, 2022 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.

These note facilities bear interest at rates based on EURIBOR plus the initial margin, which equals all-in rates ranging from 1.15 % to 11.26 % as of March 31, 2023.

As of June 30, 2023 and December 31, 2022, the debt is carried at $ 100.0 million and $ 103.0 million, respectively, and is reported in accounts payable and accrued expenses in our unaudited condensed consolidated balance sheets.

The debt includes outstanding repurchase agreements of € 65.7 million (equivalent to $ 71.7 million at June 30, 2023 and $ 71.3 million at December 31, 2022 at the respective EUR spot rates) that are collateralized by the CLO investments.

The debt also includes outstanding note facilities of € 35.6 million (equivalent to $ 28.3 million at June 30, 2023 and $ 31.7 million at December 31, 2022 at the respective EUR spot rates) that are collateralized by first priority security interests in the assets of a consolidated subsidiary that is party to the notes.

These note facilities bear interest at rates based on EURIBOR plus the initial margin, which equals all-in rates ranging from 1.15 % to 12.07 % as of June 30, 2023.

The debt matures on various dates through 2035 or if the investments are paid back in full or cancelled, whichever is sooner.

VARIABLE INTEREST ENTITIES.

Our investments at March 31, 2023 and December 31, 2022 include interests in variable interest entities that we do not consolidate as we are not deemed the primary beneficiary.

Our investments at June 30, 2023 and December 31, 2022 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

$ 1,084.7 $ 938.4

The unfunded capital commitments, totaling $ 86.5 million at March 31, 2023 and $ 84.7 million at December 31, 2022, relate primarily to the affiliated private investment funds and the investment partnerships in which we have an existing investment.

The unfunded capital commitments, totaling $ 125.9 million at June 30, 2023 and $ 84.7 million at December 31, 2022, 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.

34 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 $ 80.1 million at March 31, 2023, and $ 86.4 million at December 31, 2022.

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 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.

The carrying value of these investments as disclosed in Note 3 were $ 75.7 million at June 30, 2023, and $ 86.4 million at December 31, 2022.

Contingent Consideration

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 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.

These defined revenue targets will be evaluated on a cumulative basis beginning at the end of 2024, with the ability to extend two additional years if the defined revenue targets are not achieved.

2 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 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 amount recorded as compensation expense for the three months ended March 31, 2023 was immaterial.

The amount recorded as compensation expense for the three- and six- months ended June 30, 2023 was immaterial.

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

Three months ended

Three months ended Six months ended

(in millions) 6/30/2023 6/30/2022 6/30/2023 6/30/2022

9 unchanged sentences

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

For the three months ended March 31, 2023 and 2022, the amounts recognized as part of compensation expense in our unaudited condensed consolidated statements of income were immaterial.

For the three- and six- months ended June 30, 2023, the amounts recognized as part of compensation expense in our unaudited condensed consolidated statements of income were immaterial.

NOTE 5 – CONSOLIDATED SPONSORED INVESTMENT PRODUCTS.

21 unchanged sentences

$ 214.3 $ 1,660.1 $ 1,874.4 $ 177.8 $ 1,336.5 $ 1,514.3

(1) Cash and cash equivalents includes $ .9 million at March 31, 2023, and $ 2.6 million at December 31, 2022, of investments in T.

(1) Cash and cash equivalents includes $ 1.4 million at June 30, 2023, and $ 2.6 million at December 31, 2022, of investments in T.

Rowe Price money market mutual funds.

(2) Investments include $ 7.1 million at March 31, 2023, and $ 7.6 million at December 31, 2022 of sponsored investment products.

(2) Investments include $ 6.3 million at June 30, 2023, and $ 7.6 million at December 31, 2022 of other sponsored investment products.

Although we can redeem our interest in these consolidated sponsored investment products at any time, we cannot directly access or sell the assets held by these products to obtain cash for general operations.

2 unchanged sentences

We, however, are required to recognize the valuation changes associated with all underlying investments held by these products in our unaudited condensed consolidated statements of income and disclose the portion attributable to third party investors as net income attributable to redeemable non-controlling interests.

The operating results of the consolidated sponsored investment products for the three months ended March 31, 2023 and 2022, are reflected in our unaudited condensed consolidated statements of income as follows:

The operating results of the consolidated sponsored investment products for the three- and six- months ended June 30, 2023 and 2022, are reflected in our unaudited condensed consolidated statements of income as follows:

Three months ended

4 unchanged sentences

Operating expenses reflected in net operating income $ ( 0.8 ) $ ( 2.6 ) $ ( 3.4 ) $ ( 0.1 ) $ ( 1.8 ) $ ( 1.9 )

Net investment income (loss) reflected in non-operating income 6.9 38.9 45.8 ( 6.6 ) ( 94.8 ) ( 101.4 )

Net investment income (loss) reflected in non-operating income (loss) 5.8 18.2 24.0 ( 8.1 ) ( 96.5 ) ( 104.6 )

Impact on income before taxes $ 5.0 $ 15.6 $ 20.6 $ ( 8.2 ) $ ( 98.3 ) $ ( 106.5 )

3 unchanged sentences

$ 5.0 $ 15.6 $ 20.6 $ ( 8.2 ) $ ( 98.3 ) $ ( 106.5 )

Six months ended

6/30/2023 6/30/2022

(in millions) Voting

interest entities Variable interest entities Total Voting

interest entities Variable interest entities Total

Operating expenses reflected in net operating income $ ( 2.5 ) $ ( 4.9 ) $ ( 7.4 ) $ ( 0.3 ) $ ( 4.1 ) $ ( 4.4 )

Net investment income (loss) reflected in non-operating income (loss) 12.7 57.1 69.8 ( 14.7 ) ( 191.3 ) ( 206.0 )

Impact on income before taxes $ 10.2 $ 52.2 $ 62.4 $ ( 15.0 ) $ ( 195.4 ) $ ( 210.4 )

Net income (loss) attributable to T.

Rowe Price Group $ 8.1 $ 29.3 $ 37.4 $ ( 10.3 ) $ ( 94.8 ) $ ( 105.1 )

Net income (loss) attributable to redeemable non-controlling interests 2.1 22.9 25.0 ( 4.7 ) ( 100.6 ) ( 105.3 )

$ 10.2 $ 52.2 $ 62.4 $ ( 15.0 ) $ ( 195.4 ) $ ( 210.4 )

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 $ 0.6 million and $ 0.9 million for the three months ended March 31, 2023 and 2022, respectively, against the investment advisory and administrative fees earned from these products.

In preparing our unaudited condensed consolidated financial statements, we eliminated operating expenses of $ 0.3 million and $ 0.6 million for the three months ended June 30, 2023 and 2022, respectively, against the investment advisory and administrative fees earned from these products.

Operating expenses eliminated for the six months ended June 30, 2023 and 2022, were $ 0.9 million and $ 1.5 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 sponsored 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, 2023 and 2022.

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, 2023 and 2022.

Six months ended

6/30/2023 6/30/2022

7 unchanged sentences

Net cash provided by (used in) financing activities 78.2 246.8 325.0 5.4 ( 98.0 ) ( 92.6 )

Effect of exchange rate changes on cash and cash equivalents of consolidated

Rowe Price investment products

— 1.5 1.5 — ( 2.7 ) ( 2.7 )

Effect of exchange rate changes on cash and cash equivalents of consolidated sponsored investment products — 0.9 0.9 — ( 7.3 ) ( 7.3 )

Net change in cash and cash equivalents during period

4 unchanged sentences

$ 1.6 $ 74.9 $ 76.5 $ 3.0 $ 68.2 $ 71.2

The net cash provided by financing activities during the three months ended March 31, 2023 and 2022 includes $ 4.4 million and $ 35.1 million, respectively, of net redemptions we received from the consolidated sponsored investment products, including dividends.

The net cash provided by financing activities during the six months ended June 30, 2023 and 2022 includes $ 41.6 million and $ 26.9 million, respectively, of net redemptions we received from the consolidated sponsored investment products, including dividends.

These cash flows were eliminated in consolidation.

16 unchanged sentences

Liabilities $ ( 4.0 ) $ ( 17.3 ) $ — $ ( 0.9 ) $ ( 19.1 ) $ —

The fair value of Level 3 investments held by consolidated sponsored investment products is derived from inputs that are unobservable and which reflect the company's own determinations about the assumptions that market participants would use in pricing the investments, including assumptions about risk.

These inputs are developed based on the company's own data, which is adjusted if information indicates that market participants would use different assumptions.

There were no transfers into or out of Level 3 of the fair value hierarchy for the three months ended March 31, 2023.

The following table provides information about the significant Level 3 inputs:

Fair value measurements as of March 31, 2023

(in millions) Fair value Valuation techniques Unobservable inputs Ranges

Other investments $ 75.8 Market Yield (Comparables) Yield 9.5 % - 12.2 %

Fair value measurements as of December 31, 2022

(in millions) Fair value Valuation techniques Unobservable inputs Ranges

Other investments $ 71.8 Market Yield (Comparables) Yield 9.8 % - 12.4 %

During the three months ended June 30, 2023, certain sponsored investment products in which we provided initial seed capital at the time of formation were deconsolidated, as we no longer had a controlling interest.

The residual interest is now reported as an equity method investment, and as such, the underlying investment holdings in these products previously classified as level 3 were removed from the fair value measurements table at June 30, 2023 above.

NOTE 6 - GOODWILL AND INTANGIBLE ASSETS.

6 unchanged sentences

Total $ 3,220.2 $ 3,272.6

Amortization expense for the definite-lived investment advisory agreements intangible assets was $ 26.0 million and $ 27.1 million for the three months ended March 31, 2023 and 2022, respectively.

Amortization expense for the definite-lived investment advisory agreements intangible assets was $ 26.4 million and $ 52.4 million for the three- and six- months ended June 30, 2023, respectively.

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

Estimated amortization expense for the definite-lived investment advisory agreements intangible assets for the remainder of 2023 is $ 52.4 million, $ 92.2 million for 2024, $ 90.8 million for 2025, $ 73.7 million for 2026, and $ 49.5 million for 2027.

We evaluate the carrying amount of goodwill in our unaudited condensed consolidated balance sheets for possible impairment on an annual basis in the fourth quarter of each year or if triggering events occur that require us to evaluate for impairment earlier.

We did no t record any impairment charges for goodwill for the three months ended March 31, 2023.

We did no t record any impairment charges for goodwill in either the three or six months ended June 30, 2023.

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, 2023.

The following table summarizes the status of, and changes in, our stock options during the six months ended June 30, 2023.

Options Weighted-

2 unchanged sentences

Exercised ( 335,616 ) $ 71.17

Outstanding at March 31, 2023 1,966,493 $ 74.83

Exercisable at March 31, 2023 1,966,493 $ 74.83

Outstanding at June 30, 2023 1,882,890 $ 74.87

Exercisable at June 30, 2023 1,882,890 $ 74.87

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, 2023.

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, 2023.

Weighted-average

5 unchanged sentences

Forfeited — ( 68,297 ) $ 140.51

Nonvested at March 31, 2023 8,715 5,820,434 $ 142.75

Nonvested at March 31, 2023, includes performance-based restricted stock units of 320,326 .

Nonvested at June 30, 2023 54,262 5,786,240 $ 142.43

Nonvested at June 30, 2023, includes performance-based restricted stock units of 320,326 .

These nonvested performance-based restricted stock units include 105,106 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, 2023.

The following table presents the compensation expense to be recognized over the remaining vesting periods of the stock-based awards outstanding at June 30, 2023.

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 2023 $ 59.0

Third quarter 2023 $ 58.7

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) 6/30/2023 6/30/2022 6/30/2023 6/30/2022

7 unchanged sentences

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

The changes in currency translation adjustments included in accumulated other comprehensive loss for the three months ended March 31, 2023 and 2022 are presented in the table below.

The changes in currency translation adjustments included in accumulated other comprehensive loss for the three months ended June 30, 2023 and 2022 are presented in the table below.

Three months ended 6/30/2023 Three months ended 6/30/2022

14 unchanged sentences

Balances at end of period $ ( 50.5 ) $ 2.7 $ ( 47.8 ) $ ( 39.9 ) $ ( 7.5 ) $ ( 47.4 )

The other comprehensive income (loss) in the table above excludes gains (losses) of $ 6.1 million and $( 9.9 ) million of other comprehensive income related to redeemable non-controlling interests held in our consolidated products for the three months ended March 31, 2023 and 2022, respectively.

The other comprehensive income (loss) in the table above excludes net gains of $ 5.5 million in the 2023 period and net losses of $ 15.6 million in the 2022 period of other comprehensive income (loss) related to redeemable non-controlling interests held in our consolidated products.

The changes in each component of accumulated other comprehensive loss, including reclassification adjustments for the six months ended June 30, 2023 and 2022, are presented in the table below.

Six months ended 6/30/2023 Six months ended 6/30/2022

(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 $ ( 50.5 ) $ ( 2.5 ) $ ( 53.0 ) $ ( 36.7 ) $ 10.2 $ ( 26.5 )

Other comprehensive income (loss) before reclassifications and income taxes — 6.9 6.9 ( 2.6 ) ( 16.6 ) ( 19.2 )

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

— 6.9 6.9 ( 2.6 ) ( 23.5 ) ( 26.1 )

Net deferred tax benefits (income taxes) — ( 1.7 ) ( 1.7 ) ( 0.6 ) 5.8 5.2

Other comprehensive income (loss) — 5.2 5.2 ( 3.2 ) ( 17.7 ) ( 20.9 )

Balances at end of period $ ( 50.5 ) $ 2.7 $ ( 47.8 ) $ ( 39.9 ) $ ( 7.5 ) $ ( 47.4 )

The other comprehensive income (loss) in the table above excludes net gains of $ 11.6 million for 2023 period and net losses of $ 25.5 million for the 2022 period of other comprehensive income (loss) related to redeemable non-controlling interests held in our consolidated products.

NOTE 10 – COMMITMENTS AND CONTINGENCIES.

1 unchanged sentence

CONTINGENCIES.

On October 27, 2022, two individuals filed a class action lawsuit in the United States District Court for the Southern District of California against T.

Rowe Price Retirement Plan Services, Inc.

The complaint alleged that use of certain biometric voiceprints to validate the identity of callers as participants in retirement plans serviced by RPS violated the California Invasion of Privacy Act (“CIPA”) because RPS did not obtain their express written consent.

On February 27, 2023, the plaintiffs moved to dismiss their complaint without prejudice and the court granted the motion.

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, 2023, the related condensed consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the three-month periods ended March 31, 2023 and 2022, and the related notes (collectively, the consolidated interim financial information).

and subsidiaries (the Company) as of June 30, 2023, the related condensed consolidated statements of income, comprehensive income, and stockholders’ equity for the three-month and six-month periods ended June 30, 2023 and 2022, the related condensed consolidated statements of cash flows for the six-month periods ended June 30, 2023 and 2022, 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, 2023

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