What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-04-26 compared with 2023-10-27 · 99 added, 205 removed, 450 unchanged (40% of the section changed)

6 unchanged sentences

Investments 2,588.7 2,554.7

Assets of consolidated sponsored investment products ($ 1,105.2 million at September 30, 2023 and $ 1,375.6 million at December 31, 2022, related to variable interest entities)

Assets of consolidated sponsored investment products ($ 1,229.2 million at March 31, 2024 and $ 1,204.4 million at December 31, 2023, related to variable interest entities)

2,117.2 1,959.3

6 unchanged sentences

Accounts payable and accrued expenses $ 366.4 $ 409.5

Liabilities of consolidated sponsored investment products ($ 35.8 million at September 30, 2023 and $ 39.1 million at December 31, 2022, related to variable interest entities)

Liabilities of consolidated sponsored investment products ($ 27.7 million at March 31, 2024 and $ 35.2 million at December 31, 2023, related to variable interest entities)

Operating lease liabilities 302.1 308.5

9 unchanged sentences

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

issued 223,540,000 shares at September 30, 2023 and 224,310,000 at December 31, 2022

issued 223,494,000 shares at March 31, 2024 and 223,938,000 at December 31, 2023

Additional capital in excess of par value 424.2 431.7

10 unchanged sentences

(in millions, except per-share amounts)

Three months ended Nine months ended

Three months ended

3/31/2024 3/31/2023

16 unchanged sentences

Net gains (losses) on investments 121.5 93.9

Net gains (losses) on consolidated investment products ( 24.4 ) ( 41.7 ) 45.4 ( 247.7 )

Other losses ( 3.5 ) 0.4 ( 14.7 ) ( 12.2 )

Net gains (losses) on consolidated sponsored investment products 72.3 45.4

Other gains (losses), including foreign currency gains (losses) ( 4.9 ) ( 3.9 )

Total non-operating income (loss) 188.9 135.4

13 unchanged sentences

(in millions)

Three months ended Nine months ended

Three months ended

3/31/2024 3/31/2023

4 unchanged sentences

Rowe Price investment products - variable interest entities ( 5.6 ) 9.1

Reclassification (gains) losses recognized in non-operating income upon deconsolidation of certain T.

Rowe Price investment products ( 0.7 ) — ( 0.7 ) ( 6.9 )

Total currency translation adjustments of consolidated T.

Rowe Price investment products - variable interest entities

( 11.5 ) ( 31.8 ) 7.0 ( 80.8 )

Equity method investments

8.4 0.7 8.4 ( 1.9 )

Other comprehensive income (loss) before income taxes ( 4.5 ) 8.0

8 unchanged sentences

(in millions)

Nine months ended

Three months ended

3/31/2024 3/31/2023

6 unchanged sentences

Stock-based compensation expense

Net (gains) losses recognized on investments ( 300.4 ) 384.5

Net gains recognized on investments ( 147.0 ) ( 102.3 )

Net redemptions in sponsored investment products used to economically hedge supplemental savings plan liability 15.1 18.4

8 unchanged sentences

Other investing activity 2.8 ( 0.6 )

Net cash provided by (used in) investing activities 38.1 ( 69.5 )

Net cash used in investing activities ( 8.6 ) ( 57.5 )

Cash flows from financing activities

3 unchanged sentences

Rowe Price ( 286.5 ) ( 282.2 )

Net distributions to non-controlling interests in consolidated entities ( 3.2 ) ( 8.4 )

Net subscriptions (redemptions) from redeemable non-controlling interest holders 343.7 ( 61.8 )

Net contributions to non-controlling interests in consolidated entities 0.2 0.2

Net subscriptions from redeemable non-controlling interest holders 87.4 138.0

Net cash used in financing activities ( 267.8 ) ( 144.2 )

4 unchanged sentences

2,143.8 1,874.7

Cash and cash equivalents at end of period, including $ 91.6 million at September 30, 2023, and $ 78.1 million at September 30, 2022, held by consolidated sponsored investment products

Cash and cash equivalents at end of period, including $ 87.4 million at March 31, 2024, and $ 92.1 million at March 31, 2023, held by consolidated sponsored investment products

$ 2,503.9 $ 2,186.2

8 unchanged sentences

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

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

Net income — — — 453.2 — 453.2 19.9 473.1 ( 14.0 )

Other comprehensive income, net of tax — — — — 1.6 1.6 — 1.6 ( 3.9 )

Dividends declared ($ 1.22 per share)

— — — ( 279.9 ) — ( 279.9 ) — ( 279.9 ) —

Shares issued upon option exercises 227 0.1 13.5 — — 13.6 — 13.6 —

Restricted shares issued, net of shares withheld for taxes 3 — — — — — — — —

Net shares issued upon vesting of restricted stock units 7 — ( 0.4 ) — — ( 0.4 ) — ( 0.4 ) —

Stock-based compensation expense — — 54.2 — — 54.2 — 54.2 —

Restricted stock units issued as dividend equivalents — — 0.1 ( 0.1 ) — — — — —

Common shares repurchased ( 978 ) ( 0.2 ) ( 106.0 ) — — ( 106.2 ) — ( 106.2 ) —

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 0.5 ) ( 0.5 ) —

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 59.0

Net deconsolidations of T.

Rowe Price investment products — — — — — — — — ( 466.1 )

Balances at September 30, 2023

223,540 $ 44.7 $ 482.0 $ 8,919.4 $ ( 46.2 ) $ 9,399.9 $ 221.5 $ 9,621.4 $ 560.2

Three months ended 9/30/2022

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 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 0.1 384.5 ( 26.6 )

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

Dividends declared ($ 1.20 per share)

— — — ( 276.4 ) — ( 276.4 ) — ( 276.4 ) —

Shares issued upon option exercises 135 — 6.4 — — 6.4 — 6.4 —

Net shares issued upon vesting of restricted stock units 11 — ( 0.3 ) — — ( 0.3 ) — ( 0.3 ) —

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

Common shares repurchased ( 1,941 ) ( 0.3 ) ( 224.2 ) — — ( 224.5 ) — ( 224.5 ) —

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

Net subscriptions into T.

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

Net consolidations of T.

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

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

(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)

Nine months ended 9/30/2023

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, 2023

223,938 $ 44.8 $ 431.7 $ 9,076.1 $ ( 47.5 ) $ 9,505.1 $ 192.0 $ 9,697.1 $ 594.1

Net income — — — 1,351.1 — 1,351.1 34.0 1,385.1 11.0

Other comprehensive income, net of tax — — — — 6.8 6.8 — 6.8 7.7

Net income (loss) — — — 573.8 — 573.8 13.2 587.0 19.6

Other comprehensive income (loss), net of tax — — — — ( 2.1 ) ( 2.1 ) — ( 2.1 ) ( 1.6 )

Dividends declared ($ 1.24 per share)

1 unchanged sentence

Shares issued upon option exercises 246 — 15.4 — — 15.4 — 15.4 —

Restricted shares issued, net of shares withheld for taxes 57 — — — — — — — —

Net shares issued upon vesting of restricted stock units 27 — ( 1.4 ) — — ( 1.4 ) — ( 1.4 ) —

2 unchanged sentences

Common shares repurchased ( 717 ) ( 0.1 ) ( 80.0 ) — — ( 80.1 ) — ( 80.1 ) —

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 3.2 ) ( 3.2 ) —

Net contributions to non-controlling interests in consolidated entities — — — — — — 0.2 0.2 —

Net subscriptions into T.

2 unchanged sentences

Rowe Price investment products — — — — — — — — ( 28.1 )

Balances at September 30, 2023

Balances at March 31, 2024

223,494 $ 44.7 $ 424.2 $ 9,364.8 $ ( 49.6 ) $ 9,784.1 $ 205.4 $ 9,989.5 $ 676.7

Nine months ended 9/30/2022

Three months ended 3/31/2023

outstanding Common

8 unchanged sentences

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

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

Net income (loss) — — — 421.5 — 421.5 3.5 425.0 20.2

Other comprehensive income (loss), net of tax — — — — 1.3 1.3 — 1.3 6.1

6 unchanged sentences

Common shares repurchased ( 25 ) — ( 2.7 ) — — ( 2.7 ) — ( 2.7 ) —

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 8.4 ) ( 8.4 ) —

Net redemptions from T.

Rowe Price investment products — — — — — — — — ( 49.6 )

Net deconsolidations of T.

Net contributions to non-controlling interests in consolidated entities — — — — — — 0.2 0.2 —

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 151.1

Balances at September 30, 2022

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

4 unchanged sentences

Rowe Price Group, Inc.

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.

mutual funds (“U.S.

mutual funds”), subadvised funds, separately managed accounts, collective investment trusts, and other sponsored products.

The other sponsored 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, and collateralized loan obligations.

derives its consolidated revenues and net income primarily from investment advisory services that its subsidiaries provide to individual and institutional investors that invest in a broad range of investment solutions across equity, fixed income, multi-asset, and alternative capabilities.

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

2 unchanged sentences

and non-discretionary advisory services through model delivery.

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.

The investment solutions are provided in a number of vehicles, including the T.

Rowe Price U.S.

mutual funds ("U.S.

mutual funds"), subadvised funds, separately managed accounts, collective investment trusts, and other T.

Rowe Price products.

Rowe Price products include:

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 condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in our 2022 Annual Report.

The unaudited financial information contained in these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in our 2023 Annual Report.

NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

We have considered all newly issued accounting guidance that is applicable to our operations and the preparation of our unaudited condensed consolidated statements, including those we have not yet adopted.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-07 - Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures .

As required by the guidance, we will adopt the annual disclosures of significant segment expenses that are regularly provided to the chief operating decision maker in our 2024 year-end reporting.

Interim segment reporting will become effective under the amendment on January 1, 2025.

In December 2023, the FASB issued Accounting Standards Update No.

2023-09 - Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

This amendment is effective for the firm on January 1, 2025.

We are currently evaluating the impact of adopting this standard and have not yet determined our transition approach.

We have considered all other newly issued accounting guidance that is applicable to our operations and the preparation of our unaudited condensed consolidated statements, including those we have not yet adopted.

We do not believe that any such guidance has or will have a material effect on our financial position or results of operations.

NOTE 2 – INFORMATION ABOUT RECEIVABLES, REVENUES, AND SERVICES.

Our revenues are derived primarily from investment advisory services provided to individual and institutional investors through the use of U.S.

mutual funds, subadvised funds, separately managed accounts, collective investment trusts, and other sponsored products.

The other sponsored products include:

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

participant recordkeeping and transfer agent services for defined contribution retirement plans;

trust services;

and non-discretionary advisory services through model delivery.

We manage a broad mix of equity, fixed income, multi-asset, and alternative classes and solutions that meet the varied needs and objectives of individual and institutional investors.

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

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

Net revenues earned for the three- and nine-month periods ended September 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.

Net revenues earned in the first quarter of 2024 and 2023, are included in the table below along with details of investment advisory revenues earned from clients by their underlying asset class.

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

Three months ended Nine months ended

Three months ended

(in millions) 3/31/2024 3/31/2023

15 unchanged sentences

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

mutual funds and collective investment trusts, aggregate $ 1,387.5 million and $ 1,311.2 million for the three months ended September 30, 2023 and 2022, respectively.

For the nine months ended September 30, 2023 and 2022, total net revenues earned from our sponsored products aggregate $ 3,979.9 million and $ 4,069.7 million, respectively.

Accounts receivable from our sponsored products aggregate to $ 488.2 million at September 30, 2023 and $ 492.4 million at December 31, 2022.

mutual funds and collective investment trusts, aggregate $ 1,443.6 million and $ 1,268.0 million for the three months ended March 31, 2024 and 2023, respectively.

Accounts receivable from our sponsored products aggregate to $ 582.2 million at March 31, 2024 and $ 533.9 million at December 31, 2023.

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

investment advisory clients outside the U.S.

account for 9.2 %, 8.9 %, and 9.1 % of our assets under management at September 30, 2023, June 30, 2023, and December 31, 2022, respectively.

account for 8.5 % and 8.6 % of our assets under management at March 31, 2024 and December 31, 2023, respectively.

NOTE 3 – INVESTMENTS.

22 unchanged sentences

Total $ 2,588.7 $ 2,554.7

The investment partnerships are carried at fair value using net asset value (“NAV”) per share as a practical expedient.

The investment partnerships held at fair value are valued using net asset value (“NAV”) per share as a practical expedient.

Our interests in these partnerships are generally not redeemable and are subject to significant transferability restrictions.

1 unchanged sentence

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

During the three- and nine-months ended September 30, 2023, net gains on investments included $ 46.1 million of net unrealized losses and $ 28.9 million of net unrealized gains, respectively, related to investments held at fair value that were still held at September 30, 2023.

For the same periods of 2022, net losses on investments included $ 35.3 million and $ 258.7 million of net unrealized losses related to investments held at fair value that were still held at September 30, 2022.

During the nine months ended September 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 nine months ended September 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 Nine months ended

During the three months ended March 31, 2024, net gains on investments included $ 64.5 million of net unrealized gains related to investments held at fair value that were still held at March 31, 2024.

For the same period of 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, 2024 and 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.

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

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

Three months ended

(in millions) 3/31/2024 3/31/2023

2 unchanged sentences

Net increase (decrease) in redeemable non-controlling interests $ ( 28.1 ) $ —

Gains recognized upon deconsolidation $ 0.7 $ — $ 0.7 $ 6.9

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 (loss) to non-operating income (loss).

INVESTMENTS IN AFFILIATED COLLATERALIZED LOAN OBLIGATIONS.

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

This debt is carried at $ 96.1 million at September 30, 2023 and $ 103.0 million at December 31, 2022, 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 $ 69.5 million at September 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 € 25.2 million (equivalent to $ 26.6 million at September 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 12.52 % as of September 30, 2023.

This debt is carried at $ 84.3 million at March 31, 2024 and $ 89.4 million at December 31, 2023, and is reported in accounts payable and accrued expenses in our unaudited condensed consolidated balance sheets.

The debt includes outstanding repurchase agreements of € 64.2 million (equivalent to $ 69.3 million at March 31, 2024 and $ 72.3 million at December 31, 2023 at the respective EUR spot rates) that are collateralized by the CLO investments.

The debt also includes outstanding note facilities of € 13.9 million (equivalent to $ 15.0 million at March 31, 2024 and $ 17.1 million at December 31, 2023, 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 12.84 % as of March 31, 2024.

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 September 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 investments at March 31, 2024 and December 31, 2023 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

$ 1,078.0 $ 1,105.5

The unfunded capital commitments, totaling $ 123.9 million at September 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.

The unfunded capital commitments, totaling $ 92.0 million at March 31, 2024 and $ 94.1 million at December 31, 2023, 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.

INVESTMENTS IN AFFILIATED FUNDS.

Certain of the the investments in affiliated funds represent interests in general partners of affiliated private investment funds and are entitled to a disproportionate allocation of income or carried interest.

These entities are considered variable interest entities and are consolidated as T.

INVESTMENTS IN AFFILIATED FUNDS - CARRIED INTEREST.

Certain of the investments in affiliated funds represent interests in general partners of affiliated private investment funds that are entitled to a disproportionate allocation of income or carried interest.

The entities holding such interests are considered variable interest entities and are consolidated as T.

Rowe Price was determined to be the primary beneficiary.

30 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 $ 74.9 million at September 30, 2023, and $ 86.4 million at December 31, 2022.

The carrying value of these investments as disclosed in Note 3 were $ 67.1 million at March 31, 2024, and $ 69.0 million at December 31, 2023.

Contingent Consideration

5 unchanged sentences

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

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

The amount recorded as compensation expense for the three months ended March 31, 2024 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

Nine months ended

(in millions) 3/31/2024 3/31/2023

Balance at beginning of period $ 13.4 $ 95.8

Measurement period adjustment — — — ( 49.3 )

Unrealized gains, included in earnings — ( 49.6 )

2 unchanged sentences

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

In addition, simultaneously with the OHA acquisition, a Value Creation Agreement was entered into whereby certain employees of OHA will receive incentive payments in the aggregate equal to 10 % of the appreciated value of the OHA business, subject to an annualized preferred return to T.

OHA business, subject to an annualized preferred return to T.

Rowe Price, on the fifth anniversary of the acquisition date.

1 unchanged sentence

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

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

For the three months ended March 31, 2024 and 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

$ 844.6 $ 1,201.5 $ 2,046.1 $ 735.9 $ 1,169.2 $ 1,905.1

(1) Cash and cash equivalents includes $ 14.5 million at September 30, 2023, and $ 2.6 million at December 31, 2022, of investments in T.

(1) Cash and cash equivalents includes $ 22.5 million at March 31, 2024, and $ 16.2 million at December 31, 2023, of investments in T.

Rowe Price money market mutual funds.

(2) Investments include $ 6.2 million at September 30, 2023, and $ 7.6 million at December 31, 2022 of other sponsored investment products.

(2) Investments include $ 6.4 million at March 31, 2024, and $ 6.2 million at December 31, 2023 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- and nine- months ended September 30, 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 months ended March 31, 2024 and 2023, are reflected in our unaudited condensed consolidated statements of income as follows:

Three months ended

1 unchanged sentence

(in millions) Voting

interest entities

Variable interest entities

interest entities

Variable interest entities

Operating expenses reflected in net operating income $ ( 0.5 ) $ ( 0.9 ) $ ( 1.4 ) $ — $ ( 1.8 ) $ ( 1.8 )

Net investment income (loss) reflected in non-operating income (loss) ( 11.6 ) ( 12.8 ) ( 24.4 ) ( 1.8 ) ( 40.0 ) ( 41.8 )

Impact on income before taxes $ ( 12.1 ) $ ( 13.7 ) $ ( 25.8 ) $ ( 1.8 ) $ ( 41.8 ) $ ( 43.6 )

Net income (loss) attributable to T.

Rowe Price Group $ ( 8.6 ) $ ( 3.2 ) $ ( 11.8 ) $ ( 1.1 ) $ ( 15.9 ) $ ( 17.0 )

Net income (loss) attributable to redeemable non-controlling interests ( 3.5 ) ( 10.5 ) ( 14.0 ) ( 0.7 ) ( 25.9 ) ( 26.6 )

$ ( 12.1 ) $ ( 13.7 ) $ ( 25.8 ) $ ( 1.8 ) $ ( 41.8 ) $ ( 43.6 )

Nine months ended

9/30/2023 9/30/2022

(in millions) Voting

interest entities Variable interest entities Total Voting

8 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 $ 0.7 million and $ 0.5 million for the three months ended September 30, 2023 and 2022, respectively, against the investment advisory and administrative fees earned from these products.

Operating expenses eliminated for the nine months ended September 30, 2023 and 2022, were $ 1.6 million and $ 2.0 million, respectively.

In preparing our unaudited condensed consolidated financial statements, we eliminated operating expenses of $ 1.2 million and $ 0.6 million for the three months ended March 31, 2024 and 2023, 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 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 nine months ended September 30, 2023 and 2022.

Nine 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 three months ended March 31, 2024 and 2023.

Three months ended

3/31/2024 3/31/2023

5 unchanged sentences

Net cash provided by (used in) operating activities $ ( 61.8 ) $ ( 33.9 ) $ ( 95.7 ) $ ( 12.4 ) $ ( 147.2 ) $ ( 159.6 )

Net cash used in investing activities ( 12.3 ) ( 23.3 ) ( 35.6 ) ( 0.1 ) ( 8.6 ) ( 8.7 )

Net cash provided by (used in) investing activities — ( 0.1 ) ( 0.1 ) — ( 2.5 ) ( 2.5 )

Net cash provided by (used in) financing activities 72.7 34.1 106.8 4.4 129.2 133.6

6 unchanged sentences

$ 36.6 $ 50.8 $ 87.4 $ 8.2 $ 83.9 $ 92.1

The net cash provided by financing activities during the nine months ended September 30, 2023 and 2022 includes $ 397.7 million and $ 22.3 million, respectively, of net subscriptions we made into the consolidated sponsored investment products, net of dividends received.

For the three months ended March 31, 2024, the net cash provided by or used in financing activities includes $ 19.4 million of net redemptions we made from the consolidated sponsored investment products and dividends received.

For the three months ended March 31, 2023, the net cash provided by or used in financing activities included $ 4.4 million of net subscriptions we made into the consolidated sponsored investment products, net of dividends received.

These cash flows were eliminated in consolidation.

5 unchanged sentences

Level 3 – unobservable inputs reflecting our own assumptions based on the best information available.

The inputs into the determination of fair value require significant management judgment or estimation.

Investments in this category generally include investments for which there is not an actively-traded market.

These levels are not necessarily an indication of the risk or liquidity associated with these investment holdings.

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(in millions)

Level 3 Level 1

Cash equivalents $ 23.6 $ 12.0 $ 17.2 $ 8.0

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Liabilities $ ( 4.9 ) $ ( 7.5 ) $ ( 5.1 ) $ ( 16.2 )

During the three months ended September 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 September 30, 2023 above.

NOTE 6 - GOODWILL AND INTANGIBLE ASSETS.

6 unchanged sentences

Total $ 3,124.6 $ 3,150.1

Amortization and impairment expense for the definite-lived investment advisory agreements intangible assets was $ 35.0 million and $ 87.4 million for the three- and nine-months ended September 30, 2023, respectively.

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

Estimated amortization expense for the definite-lived investment advisory agreements intangible assets for the remainder of 2023 is $ 26.8 million, $ 89.2 million for 2024, $ 87.8 million for 2025, $ 70.8 million for 2026, and $ 48.7 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 in either the three or nine months ended September 30, 2023.

Amortization and impairment expense for the definite-lived intangible assets was $ 25.5 million and $ 26.0 million for the three months ended March 31, 2024 and 2023, respectively.

Estimated amortization expense for the definite-lived intangible assets for the five succeeding years is a follows:

(in millions)

Remaining 2024

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 or if triggering events occur that require us to evaluate for impairment earlier.

No triggering events arose during the three months ended March 31, 2024.

NOTE 7 – STOCK-BASED COMPENSATION.

STOCK OPTIONS.

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

The following table summarizes the status of, and changes in, our stock options during the three months ended March 31, 2024.

Options Weighted-

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Exercised ( 348,728 ) $ 76.47

Outstanding at September 30, 2023

Expired ( 1,768 ) $ 76.75

Outstanding at March 31, 2024

1,125,608 $ 75.06

Exercisable at September 30, 2023

Exercisable at March 31, 2024

1,125,608 $ 75.06

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 nine months ended September 30, 2023.

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, 2024.

Weighted-average

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Forfeited — ( 30,035 ) $ 127.15

Nonvested at September 30, 2023

Nonvested at March 31, 2024

56,740 6,429,086 $ 127.89

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

Nonvested at March 31, 2024, includes performance-based restricted stock units of 334,548 .

These nonvested performance-based restricted stock units include 108,775 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 September 30, 2023.

The following table presents the compensation expense to be recognized over the remaining vesting periods of the stock-based awards outstanding at March 31, 2024.

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 2024 $ 58.2

Third quarter 2024 57.2

Fourth quarter 2024 50.2

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 Nine months ended

Three months ended

(in millions) 3/31/2024 3/31/2023

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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 September 30, 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 March 31, 2024 and 2023 are presented in the table below.

Three months ended 3/31/2024

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1.1 ( 4.0 ) ( 2.9 ) ( 1.1 ) 3.0 1.9

Reclassification adjustments recognized in non-operating income

— ( 0.7 ) ( 0.7 ) — — —

8.4 ( 7.6 ) 0.8 0.7 ( 12.7 ) ( 12.0 )

Net deferred tax benefits (income taxes)

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Balances at end of period $ ( 50.9 ) $ 1.3 $ ( 49.6 ) $ ( 51.4 ) $ ( 0.3 ) $ ( 51.7 )

The other comprehensive income (loss) in the table above excludes $ 3.9 million and $ 19.1 million of other comprehensive losses related to redeemable non-controlling interests held in our consolidated products for the three months ended September 30, 2023 and 2022.

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

Nine months ended 9/30/2023

Nine months ended 9/30/2022

(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 8.4 — 8.4 ( 1.9 ) ( 29.3 ) ( 31.2 )

Reclassification adjustments recognized in non-operating income — ( 0.7 ) ( 0.7 ) — ( 6.9 ) ( 6.9 )

8.4 ( 0.7 ) 7.7 ( 1.9 ) ( 36.2 ) ( 38.1 )

Net deferred tax benefits (income taxes) ( 1.0 ) 0.1 ( 0.9 ) ( 0.7 ) 8.8 8.1

Other comprehensive income (loss) 7.4 ( 0.6 ) 6.8 ( 2.6 ) ( 27.4 ) ( 30.0 )

Balances at end of period $ ( 43.1 ) $ ( 3.1 ) $ ( 46.2 ) $ ( 39.3 ) $ ( 17.2 ) $ ( 56.5 )

The other comprehensive income (loss) in the table above excludes net gains of $ 7.7 million for 2023 period and net losses of $ 44.6 million for the 2022 period of other comprehensive income (loss) related to redeemable non-controlling interests held in our consolidated products.

The other comprehensive income (loss) in the table above excludes other comprehensive losses of $ 1.6 million for the three months ended March 31, 2024, and other comprehensive income of $ 6.1 million for the three months ended March 31, 2023 related to redeemable non-controlling interests held in our consolidated products.

NOTE 10 – COMMITMENTS AND CONTINGENCIES.

Rowe Price has committed $ 412 million to fund OHA products over the next four years .

Rowe Price has committed $ 397 million to fund OHA products over the next three years .

CONTINGENCIES.

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Rowe Price Group, Inc.

and subsidiaries (the Company) as of September 30, 2023, the related condensed consolidated statements of income, comprehensive income, and stockholders’ equity for the three-month and nine-month periods ended September 30, 2023 and 2022, the related condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2023 and 2022, and the related notes (collectively, the consolidated interim financial information).

and subsidiaries (the Company) as of March 31, 2024, the related condensed consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the three-month periods ended March 31, 2024 and 2023 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

October 27, 2023

April 26, 2024

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