What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-01 compared with 2024-07-26 · 116 added, 96 removed, 557 unchanged (28% of the section changed)

6 unchanged sentences

Investments 2,966.0 2,554.7

Assets of consolidated sponsored investment products ($ 1,211.9 million at June 30, 2024 and $ 1,204.4 million at December 31, 2023, related to variable interest entities)

Assets of consolidated sponsored investment products ($ 1,419.4 million at September 30, 2024 and $ 1,204.4 million at December 31, 2023, related to variable interest entities)

1,857.2 1,959.3

6 unchanged sentences

Accounts payable and accrued expenses $ 359.1 $ 409.5

Liabilities of consolidated sponsored investment products ($ 28.7 million at June 30, 2024 and $ 35.2 million at December 31, 2023, related to variable interest entities)

Liabilities of consolidated sponsored investment products ($ 38.0 million at September 30, 2024 and $ 35.2 million at December 31, 2023, related to variable interest entities)

Operating lease liabilities 288.4 308.5

9 unchanged sentences

Common stock, $ 0.20 par value—authorized 750,000,000 ;

issued 222,612,000 shares at June 30, 2024 and 223,938,000 at December 31, 2023

issued 222,143,000 shares at September 30, 2024 and 223,938,000 at December 31, 2023

Additional capital in excess of par value 359.1 431.7

10 unchanged sentences

(in millions, except per-share amounts)

Three months ended Six months ended

Three months ended Nine months ended

9/30/2024 9/30/2023 9/30/2024 9/30/2023

25 unchanged sentences

Net income attributable to T.

Rowe Price Group $ 483.4 $ 476.4 $ 1,057.2 $ 897.9

Rowe Price Group, Inc.

$ 603.0 $ 453.2 $ 1,660.2 $ 1,351.1

Earnings per share on common stock of T.

Rowe Price Group

Rowe Price Group, Inc.

Basic $ 2.64 $ 1.98 $ 7.25 $ 5.88

3 unchanged sentences

(in millions)

Three months ended Six months ended

Three months ended Nine months ended

9/30/2024 9/30/2023 9/30/2024 9/30/2023

4 unchanged sentences

Rowe Price investment products - variable interest entities 16.9 ( 10.8 ) 13.1 7.7

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

Rowe Price investment products 0.6 ( 0.7 ) 0.6 ( 0.7 )

Total currency translation adjustments of consolidated T.

Rowe Price investment products - variable interest entities

17.5 ( 11.5 ) 13.7 7.0

Equity method investments

0.1 8.4 0.6 8.4

Total currency translation adjustments 17.6 ( 3.1 ) 14.3 15.4

Other comprehensive income (loss) before income taxes 17.6 ( 3.1 ) 14.3 15.4

4 unchanged sentences

Total comprehensive income attributable to T.

Rowe Price Group $ 483.8 $ 480.1 $ 1,055.5 $ 902.9

Rowe Price Group, Inc.

$ 612.7 $ 454.8 $ 1,668.2 $ 1,357.9

The accompanying notes are an integral part of these statements.

1 unchanged sentence

(in millions)

Six months ended

Nine months ended

9/30/2024 9/30/2023

17 unchanged sentences

Other investing activity ( 42.6 ) ( 35.2 )

Net cash used in investing activities ( 93.4 ) ( 135.9 )

Net cash (used in) provided by investing activities ( 155.0 ) 38.1

Cash flows from financing activities

2 unchanged sentences

Dividends paid to common stockholders of T.

Rowe Price ( 569.7 ) ( 562.4 )

Rowe Price Group, Inc.

( 851.0 ) ( 842.0 )

Net contributions (distributions) to non-controlling interests in consolidated entities 2.6 ( 3.2 )

6 unchanged sentences

2,143.8 1,874.7

Cash and cash equivalents at end of period, including $ 73.9 million at June 30, 2024, and $ 76.5 million at June 30, 2023, held by consolidated sponsored investment products

Cash and cash equivalents at end of period, including $ 55.1 million at September 30, 2024, and $ 91.6 million at September 30, 2023, held by consolidated sponsored investment products

$ 3,228.6 $ 2,670.3

8 unchanged sentences

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

Balances at March 31, 2024

Balances at June 30, 2024

222,612 $ 44.5 $ 368.8 $ 9,564.6 $ ( 49.2 ) $ 9,928.7 $ 205.3 $ 10,134.0 $ 689.0

4 unchanged sentences

Shares issued upon option exercises 187 — 12.1 — — 12.1 — 12.1 —

Restricted shares issued, net of shares withheld for taxes 7 — ( 0.3 ) — — ( 0.3 ) — ( 0.3 ) —

Net shares issued upon vesting of restricted stock units 8 — ( 0.2 ) — — ( 0.2 ) — ( 0.2 ) —

7 unchanged sentences

Rowe Price investment products — — — — — — — — ( 160.6 )

Balances at June 30, 2024

Balances at September 30, 2024

222,143 $ 44.4 $ 359.1 $ 9,885.3 $ ( 39.5 ) $ 10,249.3 $ 203.4 $ 10,452.7 $ 763.4

8 unchanged sentences

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

Balances at March 31, 2023

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

12 unchanged sentences

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

Net consolidations of T.

Net deconsolidations of T.

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

Balances at June 30, 2023

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

4 unchanged sentences

dollars in millions)

Six months ended 6/30/2024

Nine months ended 9/30/2024

outstanding Common

23 unchanged sentences

Rowe Price investment products — — — — — — — — ( 256.8 )

Balances at June 30, 2024

Balances at September 30, 2024

222,143 $ 44.4 $ 359.1 $ 9,885.3 $ ( 39.5 ) $ 10,249.3 $ 203.4 $ 10,452.7 $ 763.4

Six months ended 6/30/2023

Nine months ended 9/30/2023

outstanding Common

21 unchanged sentences

Rowe Price investment products — — — — — — — — 345.0

Net consolidations of T.

Net deconsolidations of T.

Rowe Price investment products — — — — — — — — ( 460.2 )

Balances at June 30, 2023

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

15 unchanged sentences

Rowe Price 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.

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

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

13 unchanged sentences

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.

This amendment is effective for the firm on January 1, 2025 using prospective adoption method.

We do not expect the additional disclosure requirements under the ASU to have material impact on our consolidated financial statements.

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.

1 unchanged sentence

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

Net revenues earned in the three- and six-month periods ended June 30, 2024 and 2023, 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 three- and nine-month periods ended September 30, 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 Six months ended

Three months ended Nine months ended

(in millions) 9/30/2024 9/30/2023 9/30/2024 9/30/2023

15 unchanged sentences

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

mutual funds and collective investment trusts, aggregate $ 1,429.4 million and $ 1,324.4 million for the three months ended June 30, 2024 and 2023, respectively.

Total net revenues earned during the six months ended June 30, 2024 and 2023 aggregate $ 2,873.0 million and $ 2,592.4 million, respectively.

Accounts receivable from our sponsored products aggregate to $ 577.3 million at June 30, 2024 and $ 533.9 million at December 31, 2023.

mutual funds and collective investment trusts, aggregate $ 1,486.5 million and $ 1,387.5 million for the three months ended September 30, 2024 and 2023, respectively.

Total net revenues earned during the nine months ended September 30, 2024 and 2023 aggregate $ 4,359.5 million and $ 3,979.9 million, respectively.

Accounts receivable from our sponsored products aggregate to $ 613.3 million at September 30, 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 8.6 % at June 30, 2024, 8.5 % at March 31, 2024, and 8.6 % at December 31, 2023 of our assets under management.

account for 8.6 % at September 30, 2024, June 30, 2024, and December 31, 2023 of our assets under management.

NOTE 3 – INVESTMENTS.

The carrying values of our investments that are not part of the consolidated sponsored investment products are as follows:

The carrying values of our investments that are not consolidated sponsored investment products are as follows:

(in millions) 9/30/2024 12/31/2023

24 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, 2024, net gains on investments included $ 20.0 million and $ 85.0 million, respectively, of net unrealized gains related to investments carried at fair value that were still held at June 30, 2024.

For the same periods of 2023, net gains on investments included $ 28.3 million and $ 75.0 million, respectively, of net unrealized gains related to investments carried at fair value that were still held at June 30, 2023.

During the six months ended June 30, 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.

During the three- and nine-months ended September 30, 2024, net gains on investments included $ 44.3 million and $ 129.3 million, respectively, of net unrealized gains related to investments carried at fair value that were still held at September 30, 2024.

For the same periods of 2023, net gains on investments included $ 46.1 million of net unrealized losses and and $ 28.9 million of net unrealized gains, respectively, related to investments carried at fair value that were still held at September 30, 2023.

During the nine months ended September 30, 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 Six months ended

Three months ended Nine months ended

(in millions) 9/30/2024 9/30/2023 9/30/2024 9/30/2023

2 unchanged sentences

Net increase (decrease) in redeemable non-controlling interests $ ( 160.6 ) $ ( 466.1 ) $ ( 256.8 ) $ ( 460.2 )

Gains recognized upon deconsolidation $ ( 0.6 ) $ 0.7 $ ( 0.6 ) $ 0.7

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 $ 77.2 million at June 30, 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 € 61.1 million (equivalent to $ 65.5 million at June 30, 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 € 10.9 million (equivalent to $ 11.7 million at June 30, 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 12.77 % as of June 30, 2024.

This debt is carried at $ 75.8 million at September 30, 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 € 59.4 million (equivalent to $ 66.3 million at September 30, 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 € 8.5 million (equivalent to $ 9.5 million at September 30, 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 12.60 % as of September 30, 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 June 30, 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 investments at September 30, 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

$ 1,088.6 $ 1,105.5

The unfunded capital commitments, totaling $ 81.4 million at June 30, 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.

The unfunded capital commitments, totaling $ 117.3 million at September 30, 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 - CARRIED INTEREST.

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

31 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 $ 66.4 million at June 30, 2024, and $ 69.0 million at December 31, 2023.

The carrying value of these investments as disclosed in Note 3 were $ 63.4 million at September 30, 2024, and $ 69.0 million at December 31, 2023.

The Level 3 investments’ fair value is derived from inputs that are unobservable and that reflect our own determinations about the assumptions that market participants would use in pricing the investments, including assumptions about risk.

These inputs are developed based on our data, which is adjusted if information indicates that market participants would use different assumptions.

For the three months ended June 30, 2024, the change in Level 3 fair values are solely attributable to the purchases of new investments and there were no transfers into or out of Level 3.

For the nine months ended September 30, 2024, the change in Level 3 fair values were solely attributable to the purchases of new investments and there were no transfers into or out of Level 3.

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

Fair value measurements as of June 30, 2024

Fair value measurements as of September 30, 2024

(in millions) Fair value Valuation techniques Unobservable inputs Interest rate input

1 unchanged sentence

Contingent Consideration

As part of the purchase consideration for our acquisition of OHA in December 2021, there was contingent

As part of the purchase consideration for our acquisition of OHA in December 2021, there is 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.

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.

About 22 % of the earnout is conditioned upon continued service with T.

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

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 six- months ended June 30, 2024 and 2023 was immaterial.

Rowe Price Group, Inc.

and was excluded from the purchase consideration and deemed compensatory.

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

As of September 30, 2024, the fair value of the contingent consideration, including the portion deemed compensatory, was zero .

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:

Three months ended

Six months ended

Nine months ended

(in millions) 9/30/2024 9/30/2023 9/30/2024 9/30/2023

2 unchanged sentences

Balance at end of period $ — $ 23.0 $ — $ 23.0

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

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

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.

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

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

This arrangement is treated as a post-combination compensation expense.

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, 2024 and 2023, the amounts recognized as part of compensation expense in our unaudited condensed consolidated statements of income were immaterial.

This arrangement will be remeasured at fair value at each reporting date and recognized as part of compensation expense over the related service period.

For the three- and nine-months ended September 30, 2024 and 2023, the amounts recognized were immaterial.

NOTE 5 – CONSOLIDATED SPONSORED INVESTMENT PRODUCTS.

18 unchanged sentences

Attributable to T.

Rowe Price Group $ 461.4 $ 714.1 $ 1,175.5 $ 589.9 $ 721.1 $ 1,311.0

Rowe Price Group, Inc.

$ 319.3 $ 716.7 $ 1,036.0 $ 589.9 $ 721.1 $ 1,311.0

Attributable to redeemable non-controlling interests 98.7 664.7 763.4 146.0 448.1 594.1

$ 418.0 $ 1,381.4 $ 1,799.4 $ 735.9 $ 1,169.2 $ 1,905.1

(1) Cash and cash equivalents includes $ 17.8 million at June 30, 2024, and $ 16.2 million at December 31, 2023, of investments in T.

(1) Cash and cash equivalents includes $ 5.2 million at September 30, 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 June 30, 2024, and $ 6.2 million at December 31, 2023 of other sponsored investment products.

(2) Investments include $ 6.5 million at September 30, 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.

Additionally, the assets of these investment products are not available to our general creditors.

Since third party investors in these investment products have no recourse to our credit, our overall risk related to the net assets of consolidated sponsored investment products is limited to valuation changes associated with our

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 six- months ended June 30, 2024 and 2023, 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 nine-months ended September 30, 2024 and 2023, are reflected in our unaudited condensed consolidated statements of income as follows:

Three months ended

9 unchanged sentences

Net income (loss) attributable to T.

Rowe Price Group $ ( 3.0 ) $ 7.0 $ 4.0 $ 4.4 $ 11.4 $ 15.8

Rowe Price Group, Inc.

$ 19.2 $ 26.9 $ 46.1 $ ( 8.6 ) $ ( 3.2 ) $ ( 11.8 )

Net income (loss) attributable to redeemable non-controlling interests 7.6 29.8 37.4 ( 3.5 ) ( 10.5 ) ( 14.0 )

$ 26.8 $ 56.7 $ 83.5 $ ( 12.1 ) $ ( 13.7 ) $ ( 25.8 )

Six months ended

Nine months ended

9/30/2024 9/30/2023

6 unchanged sentences

Net income (loss) attributable to T.

Rowe Price Group $ 22.8 $ 31.6 $ 54.4 $ 8.1 $ 29.3 $ 37.4

Rowe Price Group, Inc.

$ 42.0 $ 58.5 $ 100.5 $ ( 0.5 ) $ 26.1 $ 25.6

Net income (loss) attributable to redeemable non-controlling interests 13.0 45.9 58.9 ( 1.4 ) 12.4 11.0

1 unchanged sentence

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 $ 0.5 million and $ 0.3 million for the three months ended June 30, 2024 and 2023, respectively, against the investment advisory and administrative fees earned from these products.

Operating expenses eliminated for the six months ended June 30, 2024 and 2023, were $ 1.7 million and $ 0.9 million, respectively.

In preparing our unaudited condensed consolidated financial statements, we eliminated operating expenses of $ 1.3 million and $ 0.7 million for the three months ended September 30, 2024 and 2023, respectively, against the investment advisory and administrative fees earned from these products.

Operating expenses eliminated for the nine months ended September 30, 2024 and 2023, were $ 3.0 million and $ 1.6 million, respectively.

The net investment income (loss) reflected in non-operating income (loss) includes dividend and interest income as well as realized and unrealized gains and losses on the underlying securities held by the consolidated 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 six months ended June 30, 2024 and 2023.

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, 2024 and 2023.

Nine months ended

9/30/2024 9/30/2023

14 unchanged sentences

$ 5.8 $ 49.3 $ 55.1 $ 27.4 $ 64.2 $ 91.6

For the six months ended June 30, 2024, the net cash provided by or used in financing activities includes $ 16.4 million of net subscriptions we made into the consolidated sponsored investment products and dividends received.

For the six months ended June 30, 2023, the net cash provided by or used in financing activities included $ 41.6 million of net redemptions we made from the consolidated sponsored investment products, net of dividends received.

For the nine months ended September 30, 2024, the net cash provided by or used in financing activities includes $ 15.3 million of net redemptions we made from the consolidated sponsored investment products and dividends received.

For the nine months ended September 30, 2023, the net cash provided by or used in financing activities included $ 397.7 million of net subscriptions we made into the consolidated sponsored investment products, net of dividends received.

These cash flows were eliminated in consolidation.

25 unchanged sentences

Total $ 3,038.0 $ 3,150.1

Amortization and impairment expense for the definite-lived intangible assets was $ 27.2 million and $ 52.7 million for the three- and six- months ended June 30, 2024, respectively.

For the three- and six- months ended June 30, 2023, amortization and impairment expense for the definite-lived intangible assets was $ 26.4 million and $ 52.4 million, respectively.

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

Amortization and impairment expense for the definite-lived intangible assets was $ 28.3 million and $ 81.0 million for the three- and nine-months ended September 30, 2024, respectively.

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

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

(in millions)

1 unchanged sentence

Our indefinite-lived intangible assets are tested for impairment annually, in the fourth quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the intangible asset is impaired.

Based on a review of qualitative factors, primarily the future outlook, we determined it was necessary to perform a quantitative impairment test on the trade name intangible asset during the three months ended June 30, 2024.

The quantitative impairment test resulted in the carrying amount of the trade name intangible asset exceeding its fair value and we recognized an impairment charge of $ 12.3 million, which represented the excess.

The quantitative impairment tests resulted in the carrying amount of the trade name intangible asset exceeding its fair value and we recognized impairment charges of $ 18.8 million and $ 31.1 million for the three- and nine-months ended September 30, 2024, respectively.

Fair value was determined using a discounted cash flow analysis where estimated future cash flows were discounted to arrive at a single present value amount.

1 unchanged sentence

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 six months ended June 30, 2024.

No triggering events arose during the nine months ended September 30, 2024.

NOTE 7 – 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, 2024.

The following table summarizes the status of, and changes in, our stock options during the nine months ended September 30, 2024.

Options Weighted-

3 unchanged sentences

Expired ( 1,768 ) $ 76.75

Outstanding and exercisable at June 30, 2024

Outstanding and exercisable at September 30, 2024

790,781 $ 74.28

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, 2024.

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, 2024.

Weighted-average

5 unchanged sentences

Forfeited — ( 195,333 ) $ 128.23

Nonvested at June 30, 2024

Nonvested at September 30, 2024

45,550 6,283,675 $ 127.80

Nonvested at June 30, 2024, includes performance-based restricted stock units of 334,548 .

Nonvested at September 30, 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 June 30, 2024.

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

Third quarter 2024 $ 57.1

Fourth quarter 2024 49.6

3 unchanged sentences

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

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

Rowe Price Group, Inc.

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

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

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

Three months ended Six months ended

Three months ended Nine months ended

(in millions) 9/30/2024 9/30/2023 9/30/2024 9/30/2023

Net income attributable to T.

Rowe Price $ 483.4 $ 476.4 $ 1,057.2 $ 897.9

Rowe Price Group, Inc.

$ 603.0 $ 453.2 $ 1,660.2 $ 1,351.1

net income allocated to outstanding restricted stock and stock unit holders 15.5 10.6 44.2 32.7

4 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 June 30, 2024 and 2023 are presented in the table below.

The changes in currency translation adjustments included in accumulated other comprehensive income (loss) for the three months ended September 30, 2024 and 2023 are presented in the table below.

Three months ended 9/30/2024

7 unchanged sentences

0.1 9.5 9.6 8.4 ( 6.9 ) 1.5

Reclassification adjustments recognized in non-operating income

— 0.6 0.6 — ( 0.7 ) ( 0.7 )

0.1 10.1 10.2 8.4 ( 7.6 ) 0.8

Net deferred tax benefits (income taxes)

3 unchanged sentences

Balances at end of period $ ( 49.6 ) $ 10.1 $ ( 39.5 ) $ ( 43.1 ) $ ( 3.1 ) $ ( 46.2 )

The other comprehensive income (loss) in the table above excludes other comprehensive gains of $ 0.4 million and $ 5.5 million for the three months ended June 30, 2024 and 2023, related to redeemable non-controlling interests held in our consolidated products.

The changes in each component of accumulated other comprehensive loss for the six months ended June 30, 2024 and 2023, are presented in the table below.

Six months ended 6/30/2024

Six months ended 6/30/2023

The other comprehensive income (loss) in the table above excludes other comprehensive gains of $ 7.4 million for the 2024 period and net losses of $ 3.9 million for the 2023 period, related to redeemable non-controlling interests held in our consolidated products.

The changes in currency translation adjustments included in accumulated other comprehensive income (loss) for the nine months ended September 30, 2024 and 2023, are presented in the table below.

Nine months ended 9/30/2024

Nine months ended 9/30/2023

(in millions) Equity method investments Consolidated T.

4 unchanged sentences

Other comprehensive income (loss) before reclassifications and income taxes 0.6 6.9 7.5 8.4 — 8.4

Reclassification adjustments recognized in non-operating income — 0.6 0.6 — ( 0.7 ) ( 0.7 )

0.6 7.5 8.1 8.4 ( 0.7 ) 7.7

Net deferred tax benefits (income taxes) 1.7 ( 1.8 ) ( 0.1 ) ( 1.0 ) 0.1 ( 0.9 )

1 unchanged sentence

Balances at end of period $ ( 49.6 ) $ 10.1 $ ( 39.5 ) $ ( 43.1 ) $ ( 3.1 ) $ ( 46.2 )

The other comprehensive income (loss) in the table above excludes net losses of $ 1.2 million for 2024 period and net gains of $ 11.6 million for the 2023 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 net gains of $ 6.2 million and $ 7.7 million of other comprehensive income related to redeemable non-controlling interests held in our consolidated products for the 2024 and 2023 periods, respectively.

NOTE 10 – COMMITMENTS AND CONTINGENCIES.

Rowe Price has committed $ 360 million for investment in future OHA product launches through 2026.

Rowe Price Group, Inc.

has committed $ 319 million for investment in future OHA product launches through 2026.

CONTINGENCIES.

7 unchanged sentences

Rowe Price Group, Inc.

and subsidiaries ("the Company") as of June 30, 2024, the related condensed consolidated statements of income and comprehensive income, and stockholders’ equity for the three- and six- month periods ended June 30, 2024 and 2023, the related condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023, and the related notes (collectively, the consolidated interim financial information).

and subsidiaries ("the Company") as of September 30, 2024, the related condensed consolidated statements of income and comprehensive income, and stockholders’ equity for the three- and nine-month periods ended September 30, 2024 and 2023, the related condensed consolidated statements of cash flows for the nine months ended September 30, 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

July 26, 2024

November 1, 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