UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________ 

FORM 10-Q

______________________________________ 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-32191

______________________________________ 

T. ROWE PRICE GROUP, INC.

(Exact name of registrant as specified in its charter)

Maryland	52-2264646
(State of incorporation)	(I.R.S. Employer Identification No.)

100 East Pratt Street, Baltimore, Maryland 21202

(Address, including Zip Code, of principal executive offices)

(410) 345-2000

(Registrant’s telephone number, including area code)

________________

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.20 par value per share	TROW	The NASDAQ Stock Market LLC

______________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer (do not check if smaller reporting company)	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐  Yes    ☒  No

The number of shares outstanding of the issuer’s common stock ($.20 par value), as of the latest practicable date,

July 26, 2022, is 225,691,631.

The exhibit index is at Item 6 on page 43.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

	6/30/2022		12/31/2021
ASSETS
Cash and cash equivalents	$	2,116.0	$	1,523.1
Accounts receivable and accrued revenue	773.2		1,058.3
Investments	2,563.7		2,975.5
Assets of consolidated T. Rowe Price investment products ($1,226.0 million at June 30, 2022 and $1,761.5 million at December 31, 2021, related to variable interest entities)	1,307.2		1,962.8
Operating lease assets	158.1		201.2
Property, equipment and software, net	747.3		736.2
Intangible assets, net	859.1		913.4
Goodwill	2,652.4		2,693.2
Other assets	591.7		445.3
Total assets	$	11,768.7	$	12,509.0
LIABILITIES
Accounts payable and accrued expenses	$	361.0	$	431.0
Liabilities of consolidated T. Rowe Price investment products ($34.4 million at June 30, 2022 and $36.2 million at December 31, 2021, related to variable interest entities)	43.1		51.5
Operating lease liabilities	204.7		249.2
Accrued compensation and related costs	494.7		256.8
Supplemental savings plan liability	732.1		882.6
Contingent consideration liability	161.2		306.3
Income taxes payable	34.3		77.9
Total liabilities	2,031.1		2,255.3
Commitments and contingent liabilities
Redeemable non-controlling interests	564.6		982.3
STOCKHOLDERS’ EQUITY
Preferred stock, undesignated, $.20 par value – authorized and unissued 20,000,000 shares	—		—
Common stock, $.20 par value—authorized 750,000,000; issued 225,715,000 shares at June 30, 2022 and 229,175,000 at December 31, 2021	45.1		45.8
Additional capital in excess of par value	654.6		919.8
Retained earnings	8,311.9		8,083.6
Accumulated other comprehensive loss	(47.4)		(26.5)
Total stockholders’ equity attributable to T. Rowe Price Group, Inc.	8,964.2		9,022.7
Non-controlling interests in consolidated entities	208.8		248.7
Total stockholders’ equity	9,173.0		9,271.4
Total liabilities, redeemable non-controlling interests, and stockholders’ equity	$	11,768.7	$	12,509.0

The accompanying notes are an integral part of these statements.

Page 2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per-share amounts)

	Three months ended				Six months ended
	6/30/2022		6/30/2021		6/30/2022		6/30/2021
Revenues
Investment advisory fees	$	1,496.7	$	1,787.2	$	3,158.8	$	3,475.0
Capital allocation-based income	(126.3)		—		(81.9)		—
Administrative, distribution, and servicing fees	142.6		142.1		299.1		281.1
Net revenues	1,513.0		1,929.3		3,376.0		3,756.1
Operating expenses
Compensation and related costs	463.4		603.8		1,045.0		1,187.3
Distribution and servicing	75.7		92.7		161.6		178.3
Advertising and promotion	21.4		20.4		44.8		39.3
Product and recordkeeping related costs	76.3		43.3		156.7		84.3
Technology, occupancy, and facility costs	134.3		119.3		268.2		236.6
General, administrative, and other	73.3		91.7		153.7		179.0
Total operating expenses	844.4		971.2		1,830.0		1,904.8
Net operating income	668.6		958.1		1,546.0		1,851.3
Non-operating income (loss)
Net gains (losses) on investments	(169.9)		87.7		(259.8)		156.3
Net gains (losses) on consolidated investment products	(104.6)		55.5		(206.0)		92.7
Other income (loss)	(5.4)		.7		(12.6)		(3.0)
Total non-operating income (loss)	(279.9)		143.9		(478.4)		246.0
Income before income taxes	388.7		1,102.0		1,067.6		2,097.3
Provision for income taxes	100.9		259.3		265.4		489.8
Net income	287.8		842.7		802.2		1,607.5
Less: net income (loss) attributable to redeemable non-controlling interests	(51.8)		27.0		(105.3)		42.4
Net income attributable to T. Rowe Price Group	$	339.6	$	815.7	$	907.5	$	1,565.1
Earnings per share on common stock of T. Rowe Price Group
Basic	$	1.47	$	3.50	$	3.90	$	6.70
Diluted	$	1.46	$	3.46	$	3.88	$	6.63

The accompanying notes are an integral part of these statements.

Page 3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

	Three months ended				Six months ended
	6/30/2022		6/30/2021		6/30/2022		6/30/2021
Net income	$	287.8	$	842.7	$	802.2	$	1,607.5
Other comprehensive income (loss)
Currency translation adjustments
Consolidated T. Rowe Price investment products - variable interest entities	(26.6)		6.1		(42.1)		(12.8)
Reclassification gains recognized in non-operating income upon deconsolidation of certain T. Rowe Price investment products	(5.3)		—		(6.9)		(2.6)
Total currency translation adjustments of consolidated T. Rowe Price investment products - variable interest entities	(31.9)		6.1		(49.0)		(15.4)
Equity method investments	(3.1)		(.3)		(2.6)		(1.1)
Other comprehensive income (loss) before income taxes	(35.0)		5.8		(51.6)		(16.5)
Net deferred tax (expense) benefits	3.4		(.2)		5.2		2.8
Total other comprehensive income (loss)	(31.6)		5.6		(46.4)		(13.7)
Total comprehensive income	256.2		848.3		755.8		1,593.8
Less: comprehensive income (loss) attributable to redeemable non-controlling interests	(67.5)		30.8		(130.8)		34.4
Total comprehensive income attributable to T. Rowe Price Group	$	323.7	$	817.5	$	886.6	$	1,559.4

The accompanying notes are an integral part of these statements.

Page 4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Six months ended
	6/30/2022		6/30/2021
Cash flows from operating activities
Net income	$	802.2	$	1,607.5
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization of property, equipment and software	109.2		99.4
Amortization of acquisition-related assets and retention arrangements	106.7		—
Fair value remeasurement of contingent consideration liability	(95.8)		—
Stock-based compensation expense	122.9		113.9
Net (gains) losses recognized on investments	338.8		(140.9)
Net redemptions in T. Rowe Price investment products used to economically hedge supplemental savings plan liability	3.9		21.9
Net change in securities held by consolidated T. Rowe Price investment products	282.3		(253.4)
Other changes	56.8		353.6
Net cash provided by operating activities	1,727.0		1,802.0
Cash flows from investing activities
Purchases of investment products	(31.2)		(30.6)
Dispositions of investment products	141.4		190.7
Net cash of T. Rowe Price investment products on deconsolidation	(13.5)		(44.2)
Additions to property, equipment and software	(122.8)		(121.8)
Other investing activity	.4		11.6
Net cash provided by (used in) investing activities	(25.7)		5.7
Cash flows from financing activities
Repurchases of common stock	(510.4)		(311.4)
Common share issuances under stock-based compensation plans	7.8		24.7
Dividends paid to common stockholders of T. Rowe Price	(556.2)		(505.1)
Net distributions to non-controlling interests in consolidated entities	(6.5)		—
Net subscriptions (redemptions) received from redeemable non-controlling interest holders	(65.7)		299.1
Net cash used in financing activities	(1,131.0)		(492.7)
Effect of exchange rate changes on cash and cash equivalents of consolidated T. Rowe Price investment products	(7.3)		(.5)
Net change in cash and cash equivalents during period	563.0		1,314.5
Cash and cash equivalents at beginning of period, including $101.1 million at December 31, 2021, and $104.8 million at December 31, 2020, held by consolidated T. Rowe Price investment products	1,624.2		2,256.5
Cash and cash equivalents at end of period, including $71.2 million at June 30, 2022, and $56.1 million at June 30, 2021, held by consolidated T. Rowe Price investment products	$	2,187.2	$	3,571.0

The accompanying notes are an integral part of these statements.

Page 5

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(shares in thousands; dollars in millions)

	Three months ended 6/30/2022
	Common shares outstanding	Common stock		Additional capital in excess of par value		Retained earnings		AOCI(1)		Total stockholders’ equity attributable to T. Rowe Price Group, Inc.		Non-controlling interests in consolidated entities		Total stockholders’ equity		Redeemable non-controlling interests
Balances at March 31, 2022	227,283	$	45.5	$	668.2	$	8,372.2	$	(31.5)	$	9,054.4	$	272.2	$	9,326.6	$	790.4
Net income (loss)	—	—		—		339.6		—		339.6		(50.9)		288.7		(51.8)
Other comprehensive income (loss), net of tax	—	—		—		—		(15.9)		(15.9)		—		(15.9)		(15.6)
Dividends declared ($1.20 per share)	—	—		—		(277.2)		—		(277.2)		—		(277.2)		—
Shares issued upon option exercises	63	—		3.6		—		—		3.6		—		3.6		—
Net shares issued upon vesting of restricted stock units	20	—		(.2)		—		—		(.2)		—		(.2)		—
Stock-based compensation expense	—	—		59.3		—		—		59.3		—		59.3		—
Restricted stock units issued as dividend equivalents	9	—		.1		(.1)		—		—		—		—		—
Common shares repurchased	(1,660)	(.4)		(76.4)		(122.6)		—		(199.4)		—		(199.4)		—
Net distributions to non-controlling interests in consolidated entities	—	—		—		—		—		—		(12.5)		(12.5)		—
Net redemptions from T. Rowe Price investment products	—	—		—		—		—		—		—		—		(3.2)
Net deconsolidations of T. Rowe Price investment products	—	—		—		—		—		—		—		—		(155.2)
Balances at June 30, 2022	225,715	$	45.1	$	654.6	$	8,311.9	$	(47.4)	$	8,964.2	$	208.8	$	9,173.0	$	564.6

	Three months ended 6/30/2021
	Common shares outstanding	Common stock		Additional capital in excess of par value		Retained earnings		AOCI(1)		Total stockholders’ equity		Redeemable non-controlling interests
Balances at March 31, 2021	226,948	$	45.4	$	654.6	$	7,338.7	$	(30.5)	$	8,008.2	$	1,012.9
Net income	—	—		—		815.7		—		815.7		27.0
Other comprehensive income (loss), net of tax	—	—		—		—		1.8		1.8		3.8
Dividends declared ($1.08 per share)	—	—		—		(251.8)		—		(251.8)		—
Special cash dividend declared ($3.00 per share)	—	—		—		(699.5)		—		(699.5)		—
Shares issued upon option exercises	190	—		4.3		—		—		4.3		—
Restricted shares issued, net of shares withheld for taxes	4	—		—		—		—		—		—
Net shares issued upon vesting of restricted stock units	8	—		(.6)		—		—		(.6)		—
Stock-based compensation expense	—	—		56.6		—		—		56.6		—
Restricted stock units issued as dividend equivalents	—	—		.1		(.5)		—		(.4)		—
Common shares repurchased	(225)	—		(41.3)		—		—		(41.3)		—
Net subscriptions into T. Rowe Price investment products	—	—		—		—		—		—		111.4
Net deconsolidations of T. Rowe Price investment products	—	—		—		—		—		—		(274.7)
Balances at June 30, 2021	226,925	$	45.4	$	673.7	$	7,202.6	$	(28.7)	$	7,893.0	$	880.4

(1) Accumulated other comprehensive income

The accompanying notes are an integral part of these statements.

Page 6

	Six months ended 6/30/2022
	Common shares outstanding	Common stock		Additional capital in excess of par value		Retained earnings		AOCI(1)		Total 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	.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	—		.2		(.2)		—		—		—		—				—
Common shares repurchased	(3,767)	(.8)		(396.2)		(122.6)		—		(519.6)		—		(519.6)				—
Net distributions to non-controlling interests in consolidated entities	—	—		—		—		—		—		(6.5)		(6.5)				—
Net redemptions from T. Rowe Price investment products	—	—		—		—		—		—		—		—				(68.8)
Net deconsolidations of T. Rowe Price investment products	—	—		—		—		—		—		—		—				(218.1)
Balances at June 30, 2022	225,715	$	45.1	$	654.6	$	8,311.9	$	(47.4)	$	8,964.2	$	208.8	$	9,173.0	$	—	$	564.6
				Six months ended 6/30/2021
				Common shares outstanding		Common stock		Additional capital in excess of par value		Retained earnings		AOCI(1)		Total stockholders’ equity				Redeemable non-controlling interests
Balances at December 31, 2020				227,965		$	45.6	$	654.6	$	7,029.8	$	(23.0)	$	7,707.0			$	1,561.7
Net income				—		—		—		1,565.1		—		1,565.1				42.4
Other comprehensive income (loss), net of tax				—		—		—		—		(5.7)		(5.7)				(8.0)
Dividends declared ($2.16 per share)				—		—		—		(504.1)		—		(504.1)				—
Special cash dividend declared ($3.00 per share)				—		—		—		(699.5)		—		(699.5)				—
Shares issued upon option exercises				762		.2		29.6		—		—		29.8				—
Restricted shares issued, net of shares withheld for taxes				4		—		—		—		—		—				—
Net shares issued upon vesting of restricted stock units				49		—		(4.3)		—		—		(4.3)				—
Stock-based compensation expense				—		—		113.9		—		—		113.9				—
Restricted stock units issued as dividend equivalents				—		—		.2		(.5)		—		(.3)				—
Common shares repurchased				(1,855)		(.4)		(120.3)		(188.2)		—		(308.9)				—
Net subscriptions into T. Rowe Price investment products				—		—		—		—		—		—				298.9
Net deconsolidations of T. Rowe Price investment products				—		—		—		—		—		—				(1,014.6)
Balances at June 30, 2021				226,925		$	45.4	$	673.7	$	7,202.6	$	(28.7)	$	7,893.0			$	880.4

(1) Accumulated other comprehensive income

The accompanying notes are an integral part of these statements.

Page 7

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – THE COMPANY AND BASIS OF PREPARATION.

T. Rowe Price Group Inc. derives its consolidated revenues and net income primarily from investment advisory services that its subsidiaries provide to individual and institutional investors in the T. Rowe Price U.S. mutual funds (“U.S. mutual funds”), subadvised funds, separately managed accounts, collective investment trusts, and other

affiliated products. The other affiliated products include: open-ended investment products offered to investors outside the U.S., products offered through variable annuity life insurance plans in the U.S., affiliated private investment funds or private accounts, and collateralized loan obligations. We also provide certain investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services; participant recordkeeping and transfer agent services for defined contribution retirement plans; brokerage; trust services; 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.

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 impact our revenues and results of operations.

On December 29, 2021, we completed our acquisition of Oak Hill Advisors, L.P., a leading alternative credit manager, and other entities that had common ownership (collectively, OHA). We acquired 100% of the equity interests of Oak Hill Advisors, L.P., 100% of the equity interests in entities that make co-investments in certain affiliated private investment funds (the "co-investment entities") and a majority of the equity interests in entities that have interests in general partners of affiliated private investment funds and are entitled to a disproportionate allocation of income (the "carried interest entities"). As of June 30, 2022, OHA had $57 billion of capital under management (which includes net asset value, portfolio value and/or unfunded capital).

BASIS OF PRESENTATION.

These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. These principles require the use of estimates and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of our results for the interim periods presented. All such adjustments are of a normal recurring nature. 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 2021 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. We do not believe that any such guidance has or will have a material effect on our financial position or results of operations.

Page 8

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

Revenues earned under agreements with clients include: 

	Three months ended 6/30/2022										Three months ended 6/30/2021
			Administrative, distribution, and servicing fees										Administrative, distribution, and servicing fees
(in millions)	Investment advisory fees		Administrative fees		Distribution and servicing fees		Capital allocation-based income		Net revenues		Investment advisory fees		Administrative fees		Distribution and servicing fees		Net revenues
U.S. mutual funds	$	876.2	$	85.5	$	23.2	$	—	$	984.9	$	1,097.5	$	81.8	$	30.0	$	1,209.3
Subadvised funds, separate accounts, collective investment trusts, and other investment products	620.5		2.8		—		(126.3)		497.0		689.7		—		—		689.7
Other clients(1)	—		31.1		—		—		31.1		—		30.3		—		30.3
	$	1,496.7	$	119.4	$	23.2	$	(126.3)	$	1,513.0	$	1,787.2	$	112.1	$	30.0	$	1,929.3
	Six months ended 6/30/2022										Six months ended 6/30/2021
			Administrative, distribution, and servicing fees										Administrative, distribution, and servicing fees
(in millions)	Investment advisory fees		Administrative fees		Distribution and servicing fees		Capital allocation-based income		Net revenues		Investment advisory fees		Administrative fees		Distribution and servicing fees		Net revenues
U.S. mutual funds	$	1,852.7	$	178.6	$	49.5	$	—	$	2,080.8	$	2,147.7	$	160.5	$	59.1	$	2,367.3
Subadvised funds, separate accounts, collective investment trusts, and other investment products	1,306.1		7.5		—		(81.9)		1,231.7		1,327.3		—		—		1,327.3
Other clients(1)	—		63.5		—		—		63.5		—		61.5		—