Item 1. Financial Statements.

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Item 1. Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)


	3/31/2023		12/31/2022
ASSETS
Cash and cash equivalents	$	2,094.1	$	1,755.6
Accounts receivable and accrued revenue	730.4		748.7
Investments	2,606.2		2,539.2
Assets of consolidated sponsored investment products ($1,588.8 million at March 31, 2023 and $1,375.6 million at December 31, 2022, related to variable interest entities)	1,820.9		1,603.4
Operating lease assets	268.5		279.4
Property, equipment and software, net	762.2		755.7
Intangible assets, net	603.8		629.8
Goodwill	2,642.8		2,642.8
Other assets	627.7		688.7
Total assets	$	12,156.6	$	11,643.3

LIABILITIES
Accounts payable and accrued expenses	$	359.9	$	406.7
Liabilities of consolidated sponsored investment products ($66.0 million at March 31, 2023 and $39.1 million at December 31, 2022, related to variable interest entities)	111.4		89.1
Operating lease liabilities	323.9		329.6
Accrued compensation and related costs	306.1		228.0

Supplemental savings plan liability	785.6		761.2
Contingent consideration liability	46.2		95.8
Income taxes payable	149.6		46.0
Total liabilities	2,082.7		1,956.4

Commitments and contingent liabilities

Redeemable non-controlling interests	834.1		656.7

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 224,527,000 shares at March 31, 2023 and 224,310,000 at December 31, 2022	44.9		44.9
Additional capital in excess of par value	501.8		437.9
Retained earnings	8,550.4		8,409.7
Accumulated other comprehensive loss	(51.7)		(53.0)
Total stockholders’ equity attributable to T. Rowe Price Group, Inc.	9,045.4		8,839.5
Non-controlling interests in consolidated entities	194.4		190.7
Total stockholders’ equity	9,239.8		9,030.2
Total liabilities, redeemable non-controlling interests, and stockholders’ equity	$	12,156.6	$	11,643.3

The accompanying notes are an integral part of these statements.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per-share amounts)


	Three months ended
	3/31/2023		3/31/2022
Revenues
Investment advisory fees	$	1,391.8	$	1,662.1
Capital allocation-based income	16.9		44.4
Administrative, distribution, and servicing fees	128.9		156.5
Net revenues	1,537.6		1,863.0

Operating expenses
Compensation and related costs	653.5		581.6
Distribution and servicing	71.5		85.9
Advertising and promotion	25.8		23.4
Product and recordkeeping related costs	72.1		80.4
Technology, occupancy, and facility costs	146.6		133.9
General, administrative, and other	107.5		98.8
Change in fair value of contingent consideration	(49.6)		(45.5)
Acquisition-related amortization	26.0		27.1

Total operating expenses	1,053.4		985.6

Net operating income	484.2		877.4

Non-operating income (loss)
Net gains (losses) on investments	93.9		(89.9)
Net gains (losses) on consolidated investment products	45.4		(101.4)
Other losses	(3.9)		(7.2)
Total non-operating income (loss)	135.4		(198.5)

Income before income taxes	619.6		678.9
Provision for income taxes	177.9		164.5
Net income	441.7		514.4
Less: net income (loss) attributable to redeemable non-controlling interests	20.2		(53.5)
Net income attributable to T. Rowe Price Group	$	421.5	$	567.9

Earnings per share on common stock of T. Rowe Price Group
Basic	$	1.83	$	2.43
Diluted	$	1.83	$	2.41

The accompanying notes are an integral part of these statements.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)


	Three months ended
	3/31/2023		3/31/2022
Net income	$	441.7	$	514.4
Other comprehensive income (loss)
Currency translation adjustments
Consolidated T. Rowe Price investment products - variable interest entities	9.1		(15.5)
Reclassification (gains) losses recognized in non-operating income upon deconsolidation of certain T. Rowe Price investment products	—		(1.6)
Total currency translation adjustments of consolidated T. Rowe Price investment products - variable interest entities	9.1		(17.1)
Equity method investments	(1.1)		.5


Other comprehensive income (loss) before income taxes	8.0		(16.6)
Net deferred tax (expense) benefits	(.6)		1.8
Total other comprehensive income (loss)	7.4		(14.8)

Total comprehensive income	449.1		499.6
Less: comprehensive income (loss) attributable to redeemable non-controlling interests	26.3		(63.3)
Total comprehensive income attributable to T. Rowe Price Group	$	422.8	$	562.9

The accompanying notes are an integral part of these statements.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Three months ended
	3/31/2023		3/31/2022
Cash flows from operating activities
Net income	$	441.7	$	514.4
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, amortization and impairment of property, equipment and software	58.8		54.5
Amortization and impairment of acquisition-related assets and retention arrangements	48.2		53.9
Fair value remeasurement of contingent consideration liability	(49.6)		(45.5)

Stock-based compensation expense	58.8		63.6
Net (gains) losses recognized on investments	(102.3)		38.3
Net redemptions in sponsored investment products used to economically hedge supplemental savings plan liability	18.4		6.1
Net change in securities held by consolidated sponsored investment products	(200.7)		180.1
Other changes in assets and liabilities	238.4		238.0
Net cash provided by operating activities	511.7		1,103.4

Cash flows from investing activities
Purchases of sponsored investment products	(8.4)		(6.0)
Dispositions of sponsored investment products	14.7		64.9
Net cash of sponsored investment products on deconsolidation	(2.5)		(5.9)
Additions to property, equipment and software	(60.7)		(54.9)
Other investing activity	(.6)		5.7
Net cash provided by (used in) investing activities	(57.5)		3.8

Cash flows from financing activities
Repurchases of common stock	(8.2)		(320.1)
Common share issuances under stock-based compensation plans	8.0		5.1
Dividends paid to common stockholders of T. Rowe Price	(282.2)		(279.2)
Net contributions to non-controlling interests in consolidated entities	.2		6.0
Net subscriptions (redemptions) from redeemable non-controlling interest holders	138.0		(55.9)
Net cash used in financing activities	(144.2)		(644.1)

Effect of exchange rate changes on cash and cash equivalents of consolidated T. Rowe Price investment products	1.5		(2.7)

Net change in cash and cash equivalents during period	311.5		460.4
Cash and cash equivalents at beginning of period, including $119.1 million at December 31, 2022, and $101.1 million at December 31, 2021, held by consolidated sponsored investment products	1,874.7		1,624.2
Cash and cash equivalents at end of period, including $92.1 million at March 31, 2023, and $87.1 million at March 31, 2022, held by consolidated sponsored investment products	$	2,186.2	$	2,084.6

The accompanying notes are an integral part of these statements.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(shares in thousands; dollars in millions)


	Three months ended 3/31/2023
	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, 2022	224,310	$	44.9	$	437.9	$	8,409.7	$	(53.0)	$	8,839.5	$	190.7	$	9,030.2	$	656.7
Net income	—	—		—		421.5		—		421.5		3.5		425.0		20.2
Other comprehensive income, net of tax	—	—		—		—		1.3		1.3		—		1.3		6.1
Dividends declared ($1.22 per share)	—	—		—		(280.7)		—		(280.7)		—		(280.7)		—


Shares issued upon option exercises	190	—		10.2		—		—		10.2		—		10.2		—

Net shares issued upon vesting of restricted stock units	52	—		(2.5)		—		—		(2.5)		—		(2.5)		—

Stock-based compensation expense	—	—		58.8		—		—		58.8		—		58.8		—
Restricted stock units issued as dividend equivalents	—	—		.1		(.1)		—		—		—		—		—
Common shares repurchased	(25)	—		(2.7)		—		—		(2.7)		—		(2.7)		—
Net contributions to non-controlling interests in consolidated entities	—	—		—		—		—		—		.2		.2		—
Net subscriptions from T. Rowe Price investment products	—	—		—		—		—		—		—		—		151.1

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


	Three months ended 3/31/2022
	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 (loss)	—	—		—		567.9		—		567.9		17.5		585.4		(53.5)
Other comprehensive loss, net of tax	—	—		—		—		(5.0)		(5.0)		—		(5.0)		(9.9)
Dividends declared ($1.20 per share)	—	—		—		(279.2)		—		(279.2)		—		(279.2)		—


Shares issued upon option exercises	174	—		7.8		—		—		7.8		—		7.8		—

Net shares issued upon vesting of restricted stock units	41	—		(3.2)		—		—		(3.2)		—		(3.2)		—

Stock-based compensation expense	—	—		63.5		—		—		63.5		—		63.5		—
Restricted stock units issued as dividend equivalents	—	—		.1		(.1)		—		—		—		—		—
Common shares repurchased	(2,107)	(.3)		(319.8)		—		—		(320.1)		—		(320.1)		—
Net contributions from non-controlling interests in consolidated entities	—	—		—		—		—		—		6.0		6.0		—
Net redemptions from T. Rowe Price investment products	—	—		—		—		—		—		—		—		(65.6)
Net deconsolidations of T. Rowe Price investment products	—	—		—		—		—		—		—		—		(62.9)
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

(1) Accumulated other comprehensive income

The accompanying notes are an integral part of these statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – THE COMPANY AND BASIS OF PREPARATION.

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

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 2022 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.

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: 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.

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 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.

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.

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Net revenues earned for the three months ended March 31, 2023 and 2022, are included in the table below along with details of investment advisory revenues earned from clients by their underlying asset class. We have also included average assets under management by asset class, on which we earn the investment advisory revenues.


	Three months ended
(in millions)	3/31/2023		3/31/2022





Investment advisory fees
Equity	$	833.9	$	1,086.0
Fixed income, including money market	102.4		106.6
Multi-asset	386.0		404.6
Alternatives	69.5		64.9
Total investment advisory fees	$	1,391.8	$	1,662.1



Total administrative, distribution, and servicing fees	128.9		156.5
Capital allocation-based income	16.9		44.4
Net revenues	$	1,537.6	$	1,863.0

Average AUM (in billions):
Equity	$	687.0	$	886.5
Fixed income, including money market	169.6		177.8
Multi-asset	422.2		453.7
Alternatives	44.1		41.9
Average AUM	$	1,322.9	$	1,559.9

Total net revenues earned from our sponsored products, primarily our sponsored U.S. mutual funds and collective investment trusts, aggregate $1,268.0 million and $1,536.4 million for the three months ended March 31, 2023 and 2022, respectively. Accounts receivable from our sponsored products aggregate to $498.5 million at March 31, 2023 and $492.4 million at December 31, 2022.

Investors that we serve are primarily domiciled in the U.S.; investment advisory clients outside the U.S. account for 8.9% and 9.1% of our assets under management at March 31, 2023 and December 31, 2022, respectively.

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NOTE 3 – INVESTMENTS.

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


(in millions)	3/31/2023		12/31/2022

Investments held at fair value
T. Rowe Price investment products
Discretionary investments	$	244.2	$	242.0
Seed capital	249.2		195.1
Supplemental savings plan liability economic hedges	786.7		760.7
Investment partnerships and other investments	80.7		87.1
Investments in affiliated collateralized loan obligations	7.2		6.4
Equity method investments
T. Rowe Price investment products
Discretionary investments	208.0		199.6
Seed capital	85.1		125.7
23% Investment in UTI Asset Management Company Limited (India)	159.5		158.8
Investments in affiliated private investment funds - carried interest	483.8		467.8
Investments in affiliated private investment funds - seed/co-investment	179.4		173.8

Other investment partnerships and investments	2.1		2.4
Held to maturity
Investments in affiliated collateralized loan obligations	108.3		109.6
Certificates of deposit	11.0		9.2
U.S. Treasury note	1.0		1.0
Total	$	2,606.2	$	2,539.2

The investment partnerships are carried at fair value 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. The underlying investments of these partnerships have contractual terms through 2029, though we may receive distributions of liquidating assets over a longer term. The investment strategies of these partnerships include growth equity, buyout, venture capital, and real estate.

During the three months ended March 31, 2023, net gains on investments included $46.7 million of net unrealized gains related to investments held at fair value that were still held at March 31, 2023. During the three months ended March 31, 2022, net losses on investments included $99.9 million of net unrealized losses related to investments held at fair value that were still held at March 31, 2022.

During the three months ended March 31, 2023 and 2022, certain sponsored investment products in which we provided initial seed capital at the time of formation were deconsolidated, as we no longer had a controlling interest. Depending on our ownership interest, we are now reporting our residual interests in these sponsored investment products as either an equity method investment or an investment held at fair value. Additionally, during the three months ended March 31, 2022, certain sponsored investment products were consolidated, as we regained a controlling interest. 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
(in millions)	3/31/2023		3/31/2022
Net decrease in assets of consolidated sponsored investment products	$	(2.4)	$	(97.5)
Net decrease in liabilities of consolidated sponsored investment products	$	(.1)	$	(8.6)
Net decrease in redeemable non-controlling interests	$	—	$	(63.0)

Gains recognized upon deconsolidation	$	—	$	1.6

Page 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 to non-operating income.

INVESTMENTS IN AFFILIATED COLLATERALIZED LOAN OBLIGATIONS.

There is debt associated with our long-term investments in affiliated collateralized loan obligations (“CLOs”). As of March 31, 2023 and December 31, 2022, the debt is carried at $101.7 million and $103.0 million, and is reported in accounts payable and accrued expenses in our unaudited condensed consolidated balance sheets. The debt includes outstanding repurchase agreements of €65.8 million (equivalent to $71.3 million at March 31, 2023 and $71.3 million at December 31, 2022 at the respective EUR spot rates) and collateralized by the CLO investments. The debt also includes outstanding note facilities of €35.6 million (equivalent to $30.4 million at March 31, 2023 and $31.7 million at December 31, 2022 at the respective EUR spot rates) and are collateralized by first priority security interests in the assets of the consolidated OHA entity that is party to the notes. These note facilities bear interest at rates based on EURIBOR plus the initial margin, which equals all-in rates ranging from 1.15% to 11.26% as of March 31, 2023. The debt matures on various dates through 2035 or if the investments are paid back in full or cancelled, whichever is sooner.

VARIABLE INTEREST ENTITIES.

Our investments at March 31, 2023 and December 31, 2022 include interests in variable interest entities that we do not consolidate as we are not deemed the primary beneficiary. Our maximum risk of loss related to our involvement with these entities is as follows:


(in millions)	3/31/2023		12/31/2022
Investment carrying values	$	777.1	$	762.2
Unfunded capital commitments	86.5		84.7
Accounts receivable	89.8		91.5
	$	953.4	$	938.4

The unfunded capital commitments, totaling $86.5 million at March 31, 2023 and $84.7 million at December 31, 2022, relate primarily to the affiliated private investment funds and the investment partnerships in which we have an existing investment. In addition to such amounts, a percentage of prior distributions may be called under certain circumstances.

INVESTMENTS IN AFFILIATED FUNDS.

During 2021, as part of the OHA acquisition, we acquired 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. These entities are considered variable interest entities and are consolidated as T. Rowe Price was determined to be the primary beneficiary.

The total assets, liabilities and non-controlling interests of these consolidated variable interest entities are as follows:


(in millions)	3/31/2023		12/31/2022
Assets	$	529.1	$	526.2
Liabilities	$	1.7	$	15.8
Non-controlling interest	$	194.4	$	190.7

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NOTE 4 – FAIR VALUE MEASUREMENTS.

We determine the fair value of our cash equivalents and investments held at fair value using the following broad levels of inputs as defined by related accounting standards:

Level 1 – quoted prices in active markets for identical securities.

Level 2 – observable inputs other than Level 1 quoted prices including, but not limited to, quoted prices for similar

securities, interest rates, prepayment speeds, and credit risk. These inputs are based on market data

obtained from independent sources.

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 our investments. The following table summarizes our investments and liabilities that are recognized in our unaudited condensed consolidated balance sheets using fair value measurements determined based on the differing levels of inputs. This table excludes investments held by the consolidated sponsored investment products which are presented separately on our unaudited condensed consolidated balance sheets and are detailed in Note 5.


	3/31/2023						12/31/2022
(in millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
T. Rowe Price investment products
Cash equivalents held in money market funds	1,678.9		$	—	$	—	$	1,412.0	$	—	$	—
Discretionary investments	244.2		—		—		242.0		—		—
Seed capital	206.5		42.7		—		161.0		34.1		—
Supplemental savings plan liability economic hedges	786.7		—		—		760.7		—		—
Other investments	.6		—		—		.6		.1		—
Investments in affiliated collateralized loan obligations	—		7.2		—		—		6.4		—
Total	$	2,916.9	$	49.9	$	—	$	2,576.3	$	40.6	$	—

Contingent consideration liability	$	—	$	—	$	46.2	$	—	$	—	$	95.8

The fair value hierarchy level table above does not include the investment partnerships and other investments for which fair value is estimated using their NAV per share as a practical expedient. The carrying value of these investments as disclosed in Note 3 were $80.1 million at March 31, 2023, and $86.4 million at December 31, 2022.

As part of the purchase consideration for our acquisition of OHA in December 2021, there was contingent consideration in the amount of up to $900 million, payable in cash, that may be due as part of an earnout payment starting in 2025 and ending in 2027 upon satisfying or exceeding certain defined revenue targets. 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. For the three months ended March 31, 2022, $5.1 million was recorded as part of compensation expense in our unaudited condensed consolidated statements of income for the portion of the earnout deemed compensatory. The amount recorded as compensation expense for the three months ended March 31, 2023 was immaterial.

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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
(in millions)	3/31/2023		3/31/2022
Balance at beginning of period	$	95.8	$	306.3
Measurement period adjustment	—		(49.3)
Unrealized gains, included in earnings	(49.6)		(45.5)
Balance at end of period	$	46.2	$	211.5

The fair value of the contingent consideration is 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. 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 months ended March 31, 2023 and 2022, the amounts recognized as part of compensation expense in our unaudited condensed consolidated statements of income were immaterial.

NOTE 5 – CONSOLIDATED SPONSORED INVESTMENT PRODUCTS.

The sponsored investment products that we consolidate in our unaudited condensed consolidated financial statements are generally those products we provided initial seed capital at the time of their formation and have a controlling interest. Our U.S. mutual funds and certain other sponsored products are considered voting interest entities, while those regulated outside the U.S. are considered variable interest entities.

The following table details the net assets of the consolidated sponsored investment products:


	3/31/2023						12/31/2022
(in millions)	Voting interest entities		Variable interest entities		Total		Voting interest entities		Variable interest entities		Total
Cash and cash equivalents(1)	$	8.2	$	83.9	$	92.1	$	16.2	$	102.9	$	119.1
Investments(2)	218.4		1,464.0		1,682.4		205.3		1,255.5		1,460.8
Other assets	5.5		40.9		46.4		6.3		17.2		23.5
Total assets	232.1		1,588.8		1,820.9		227.8		1,375.6		1,603.4
Liabilities	45.4		66.0		111.4		50.0		39.1		89.1
Net assets	$	186.7	$	1,522.8	$	1,709.5	$	177.8	$	1,336.5	$	1,514.3

Attributable to T. Rowe Price Group	$	145.1	$	730.3	$	875.4	$	142.4	$	715.2	$	857.6
Attributable to redeemable non-controlling interests	41.6		792.5		834.1		35.4		621.3		656.7
	$	186.7	$	1,522.8	$	1,709.5	$	177.8	$	1,336.5	$	1,514.3

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

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

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.

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

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


	Three months ended
	3/31/2023						3/31/2022
(in millions)	Voting interest entities		Variable interest entities		Total		Voting interest entities		Variable interest entities		Total
Operating expenses reflected in net operating income	$	(1.7)	$	(2.3)	$	(4.0)	$	(.2)	$	(2.3)	$	(2.5)
Net investment income (loss) reflected in non-operating income	6.9		38.9		45.8		(6.6)		(94.8)		(101.4)
Impact on income before taxes	$	5.2	$	36.6	$	41.8	$	(6.8)	$	(97.1)	$	(103.9)

Net income (loss) attributable to T. Rowe Price Group	$	3.7	$	17.9	$	21.6	$	(4.7)	$	(45.7)	$	(50.4)
Net income (loss) attributable to redeemable non-controlling interests	1.5		18.7		20.2		(2.1)		(51.4)		(53.5)
	$	5.2	$	36.6	$	41.8	$	(6.8)	$	(97.1)	$	(103.9)

The operating expenses of the consolidated investment products are reflected in general, administrative and other expenses. In preparing our unaudited condensed consolidated financial statements, we eliminated operating expenses of $0.6 million and $0.9 million for the three months ended March 31, 2023 and 2022, respectively, against the investment advisory and administrative fees earned from these products. The net investment income (loss) reflected in non-operating income (loss) includes dividend and interest income as well as realized and unrealized gains and losses on the underlying securities held by the consolidated sponsored investment products.

The table below details the impact of these consolidated investment products on the individual lines of our unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022.


	Three months ended
	3/31/2023						3/31/2022
(in millions)	Voting interest entities		Variable interest entities		Total		Voting interest entities		Variable interest entities		Total
Net cash provided by (used in) operating activities	$	(12.4)	$	(147.2)	$	(159.6)	$	(2.6)	$	88.2	$	85.6
Net cash used in investing activities	—		(2.5)		(2.5)		—		(5.9)		(5.9)
Net cash provided by (used in) financing activities	4.4		129.2		133.6		4.9		(95.9)		(91.0)
Effect of exchange rate changes on cash and cash equivalents of consolidated T. Rowe Price investment products	—		1.5		1.5		—		(2.7)		(2.7)
Net change in cash and cash equivalents during period	(8.0)		(19.0)		(27.0)		2.3		(16.3)		(14.0)
Cash and cash equivalents at beginning of year	16.2		102.9		119.1		7.3		93.8		101.1
Cash and cash equivalents at end of period	$	8.2	$	83.9	$	92.1	$	9.6	$	77.5	$	87.1

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

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FAIR VALUE MEASUREMENTS.

We determine the fair value of investments held by consolidated sponsored investment products using the following broad levels of inputs as defined by related accounting standards:

Level 1 – quoted prices in active markets for identical securities.

Level 2 – observable inputs other than Level 1 quoted prices including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, and credit risk. These inputs are based on market data obtained from independent sources.

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

These levels are not necessarily an indication of the risk or liquidity associated with these investment holdings. The following table summarizes the investment holdings held by our consolidated sponsored investment products using fair value measurements determined based on the differing levels of inputs.


	3/31/2023						12/31/2022
(in millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash equivalents	$	.9	$	—	$	—	$	4.4	$	20.6	$	—
Equity securities	159.5		159.7		—		136.7		167.8		—
Fixed income securities	—		1,261.6		—		—		1,051.1		—
Other investments	1.1		24.7		75.8		3.3		30.1		71.8
	$	161.5	$	1,446.0	$	75.8	$	144.4	$	1,269.6	$	71.8

Liabilities	$	(3.5)	$	(17.0)	$	—	$	(.9)	$	(19.1)	$	—

The fair value of Level 3 investments held by consolidated sponsored investment products is derived from inputs that are unobservable and which reflect the company's own determinations about the assumptions that market participants would use in pricing the investments, including assumptions about risk. These inputs are developed based on the company's own data, which is adjusted if information indicates that market participants would use different assumptions. There were no transfers into or out of Level 3 of the fair value hierarchy for the three months ended March 31, 2023.

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


	Fair value measurements as of March 31, 2023
(in millions)	Fair value		Valuation techniques	Unobservable inputs	Ranges
Other investments	$	75.8	Market Yield (Comparables)	Yield	9.5% - 12.2%


	Fair value measurements as of December 31, 2022
(in millions)	Fair value		Valuation techniques	Unobservable inputs	Ranges
Other investments	$	71.8	Market Yield (Comparables)	Yield	9.8% - 12.4%

Page 14

NOTE 6 - GOODWILL AND INTANGIBLE ASSETS.

Goodwill and intangible assets consist of the following:


(in millions)	3/31/2023		12/31/2022
Goodwill	$	2,642.8	$	2,642.8
Indefinite-lived intangible assets - trade name	117.1		117.1
Indefinite-lived intangible assets - investment advisory agreements	65.6		65.6
Definite-lived intangible assets - investment advisory agreements	421.1		447.1
Total	$	3,246.6	$	3,272.6

Amortization expense for the definite-lived investment advisory agreements intangible assets was $26.0 million and $27.1 million for the three months ended March 31, 2023 and 2022, respectively. Estimated amortization expense for the definite-lived investment advisory agreements intangible assets for the remainder of 2023 is $78.1 million, $91.5 million for 2024, $91.2 million for 2025, $74.2 million for 2026, and $50.0 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 not record any impairment charges for goodwill for the three months ended March 31, 2023.

NOTE 7 – STOCK-BASED COMPENSATION.

STOCK OPTIONS.

The following table summarizes the status of, and changes in, our stock options during the three months ended March 31, 2023.


	Options	Weighted- average exercise price
Outstanding at December 31, 2022	2,218,506	$	74.31



Exercised	(252,013)	$	70.28


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

RESTRICTED SHARES AND STOCK UNITS.

The following table summarizes the status of, and changes in, our nonvested restricted shares and restricted stock units during the three months ended March 31, 2023.


	Restricted shares	Restricted stock units	Weighted-average fair value
Nonvested at December 31, 2022	8,715	5,901,600	$	142.37
Time-based grants	—	16,664	$	114.04

Dividend equivalents granted to non-employee directors	—	1,036	$	110.37
Vested	—	(65,827)	$	101.60
Forfeited	—	(33,039)	$	141.24
Nonvested at March 31, 2023	8,715	5,820,434	$	142.75

Nonvested at March 31, 2023, includes performance-based restricted stock units of 320,326. These nonvested performance-based restricted stock units include 105,106 units for which the performance period has lapsed, and the performance threshold has been met.

Page 15

FUTURE STOCK-BASED COMPENSATION EXPENSE.

The following table presents the compensation expense to be recognized over the remaining vesting periods of the stock-based awards outstanding at March 31, 2023. Estimated future compensation expense will change to reflect future grants of restricted stock awards and units, future option grants, changes in the probability of performance thresholds being met, and adjustments for actual forfeitures.


(in millions)

Second quarter 2023	$	59.0
Third quarter 2023	57.8
Fourth quarter 2023	50.6
2024	121.5
2025 through 2029	96.1
Total	$	385.0

NOTE 8 – EARNINGS PER SHARE CALCULATIONS.

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. 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
(in millions)	3/31/2023		3/31/2022
Net income attributable to T. Rowe Price	$	421.5	$	567.9
Less: net income allocated to outstanding restricted stock and stock unit holders	10.5		13.0
Net income allocated to common stockholders	$	411.0	$	554.9

Weighted-average common shares
Outstanding	224.4		228.2
Outstanding assuming dilution	225.2		229.8

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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 March 31, 2023 and 2022 are presented in the table below.


	Three months ended 3/31/2023						Three months ended 3/31/2022

(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	(1.1)		3.0		1.9		.5		(5.6)		(5.1)
Reclassification adjustments recognized in non-operating income	—		—		—		—		(1.6)		(1.6)
	(1.1)		3.0		1.9		.5		(7.2)		(6.7)
Net deferred tax benefits (income taxes)	.2		(.8)		(.6)		(.1)		1.9		1.8
Other comprehensive income (loss)	(.9)		2.2		1.3		.4		(5.3)		(4.9)
Balances at end of period	$	(51.4)	$	(.3)	$	(51.7)	$	(36.3)	$	4.9	$	(31.4)

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

NOTE 10 – COMMITMENTS AND CONTINGENCIES.

COMMITMENTS.

T. Rowe Price has committed $472.4 million to fund OHA products over the next four years.

CONTINGENCIES.

On October 27, 2022, two individuals filed a class action lawsuit in the United States District Court for the Southern District of California against T. Rowe Price Retirement Plan Services, Inc. (“RPS”). The complaint alleged that use of certain biometric voiceprints to validate the identity of callers as participants in retirement plans serviced by RPS violated the California Invasion of Privacy Act (“CIPA”) because RPS did not obtain their express written consent.

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

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

Page 17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

T. Rowe Price Group, Inc.:

Results of Review of Interim Financial Information

We have reviewed the condensed consolidated balance sheet of T. Rowe Price Group, Inc. and subsidiaries (the “Company") as of March 31, 2023, the related condensed consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the three-month periods ended March 31, 2023 and 2022, and the related notes (collectively, the consolidated interim financial information). 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. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2022, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 15, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP

Baltimore, Maryland

May 2, 2023

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