Item 1. Financial Statements.

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Item 1. Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)


	6/30/2024		12/31/2023
ASSETS
Cash and cash equivalents	$	2,714.9	$	2,066.6
Accounts receivable and accrued revenue	846.9		807.9
Investments	2,758.9		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)	1,929.6		1,959.3
Operating lease assets	229.4		241.1
Property, equipment and software, net	884.5		806.6
Intangible assets, net	442.3		507.3
Goodwill	2,642.8		2,642.8
Other assets	640.5		692.5
Total assets	$	13,089.8	$	12,278.8

LIABILITIES
Accounts payable and accrued expenses	$	367.2	$	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)	65.1		54.2
Operating lease liabilities	299.3		308.5
Accrued compensation and related costs	566.5		240.8

Supplemental savings plan liability	941.7		895.0
Contingent consideration liability	13.4		13.4
Income taxes payable	13.6		66.2
Total liabilities	2,266.8		1,987.6

Commitments and contingent liabilities

Redeemable non-controlling interests	689.0		594.1

STOCKHOLDERS’ EQUITY
Preferred stock, undesignated, $0.20 par value – authorized and unissued 20,000,000 shares	—		—
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	44.5		44.8
Additional capital in excess of par value	368.8		431.7
Retained earnings	9,564.6		9,076.1
Accumulated other comprehensive loss	(49.2)		(47.5)
Total stockholders’ equity attributable to T. Rowe Price Group, Inc.	9,928.7		9,505.1
Non-controlling interests in consolidated entities	205.3		192.0
Total stockholders’ equity	10,134.0		9,697.1
Total liabilities, redeemable non-controlling interests, and stockholders’ equity	$	13,089.8	$	12,278.8

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
	6/30/2024		6/30/2023		6/30/2024		6/30/2023
Revenues
Investment advisory fees	$	1,585.6	$	1,430.8	$	3,139.6	$	2,822.6
Capital allocation-based income	0.1		38.7		47.2		55.6
Administrative, distribution, and servicing fees	147.6		140.7		296.7		269.6
Net revenues	1,733.3		1,610.2		3,483.5		3,147.8

Operating expenses
Compensation and related costs	661.1		648.2		1,370.1		1,301.7
Distribution and servicing	87.7		67.8		169.6		139.3
Advertising and promotion	33.3		22.9		58.6		48.7
Product and recordkeeping related costs	73.0		77.7		148.0		149.8
Technology, occupancy, and facility costs	160.9		154.7		310.8		301.3
General, administrative, and other	108.7		100.0		201.3		207.5
Change in fair value of contingent consideration	—		(23.2)		—		(72.8)
Acquisition-related amortization and impairment costs	43.9		28.6		73.8		54.6

Total operating expenses	1,168.6		1,076.7		2,332.2		2,130.1

Net operating income	564.7		533.5		1,151.3		1,017.7

Non-operating income (loss)
Net gains (losses) on investments	78.0		89.1		199.5		183.0
Net gains (losses) on consolidated sponsored investment products	8.5		24.4		80.8		69.8
Other gains (losses), including foreign currency gains (losses)	(6.2)		(7.3)		(11.1)		(11.2)
Total non-operating income (loss)	80.3		106.2		269.2		241.6

Income before income taxes	645.0		639.7		1,420.5		1,259.3
Provision for income taxes	159.7		158.5		341.8		336.4
Net income	485.3		481.2		1,078.7		922.9
Less: net income (loss) attributable to redeemable non-controlling interests	1.9		4.8		21.5		25.0
Net income attributable to T. Rowe Price Group	$	483.4	$	476.4	$	1,057.2	$	897.9

Earnings per share on common stock of T. Rowe Price Group
Basic	$	2.11	$	2.07	$	4.61	$	3.90
Diluted	$	2.11	$	2.06	$	4.60	$	3.89

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
	6/30/2024		6/30/2023		6/30/2024		6/30/2023
Net income	$	485.3	$	481.2	$	1,078.7	$	922.9
Other comprehensive income (loss)
Currency translation adjustments
Consolidated T. Rowe Price investment products - variable interest entities	1.8		9.5		(3.8)		18.6


Equity method investments	(0.6)		1.1		0.5		—


Other comprehensive income (loss) before income taxes	1.2		10.6		(3.3)		18.6
Net deferred tax (expense) benefits	(0.4)		(1.2)		0.4		(1.8)
Total other comprehensive income (loss)	0.8		9.4		(2.9)		16.8

Total comprehensive income	486.1		490.6		1,075.8		939.7
Less: comprehensive income (loss) attributable to redeemable non-controlling interests	2.3		10.5		20.3		36.8
Total comprehensive income attributable to T. Rowe Price Group	$	483.8	$	480.1	$	1,055.5	$	902.9

The accompanying notes are an integral part of these statements.

Page 4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Six months ended
	6/30/2024		6/30/2023
Cash flows from operating activities
Net income	$	1,078.7	$	922.9
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, amortization and impairment of property, equipment and software	126.3		117.9
Amortization and impairment of acquisition-related assets and retention arrangements	124.1		97.9
Fair value remeasurement of contingent consideration liability	—		(72.8)

Stock-based compensation expense	112.6		115.4
Net gains recognized on investments	(213.4)		(215.6)
Net redemptions in sponsored investment products used to economically hedge supplemental savings plan liability	15.1		18.4
Net change in securities held by consolidated sponsored investment products	(218.0)		(414.5)
Other changes in assets and liabilities	289.6		336.9
Net cash provided by operating activities	1,315.0		906.5

Cash flows from investing activities
Purchases of sponsored investment products	(43.5)		(27.3)
Dispositions of sponsored investment products	210.9		73.8
Net cash of sponsored investment products on deconsolidation	(13.1)		(17.8)
Additions to property, equipment and software	(205.8)		(132.4)
Other investing activity	(41.9)		(32.2)
Net cash used in investing activities	(93.4)		(135.9)

Cash flows from financing activities
Repurchases of common stock	(195.5)		(50.4)
Common share issuances under stock-based compensation plans	16.3		12.1
Dividends paid to common stockholders of T. Rowe Price	(569.7)		(562.4)
Net contributions (distributions) to non-controlling interests in consolidated entities	2.5		(2.7)
Net subscriptions from redeemable non-controlling interest holders	170.9		283.4
Net cash used in financing activities	(575.5)		(320.0)

Effect of exchange rate changes on cash and cash equivalents of consolidated T. Rowe Price investment products	(1.1)		0.9

Net change in cash and cash equivalents during period	645.0		451.5
Cash and cash equivalents at beginning of period, including $77.2 million at December 31, 2023, and $119.1 million at December 31, 2022, held by consolidated sponsored investment products	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	$	2,788.8	$	2,326.2

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 6/30/2024
	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, 2024	223,494	$	44.7	$	424.2	$	9,364.8	$	(49.6)	$	9,784.1	$	205.4	$	9,989.5	$	676.7
Net income (loss)	—	—		—		483.4		—		483.4		(2.4)		481.0		1.9
Other comprehensive income (loss), net of tax	—	—		—		—		0.4		0.4		—		0.4		0.4
Dividends declared (1.24 per share)	—	—		—		(283.5)		—		(283.5)		—		(283.5)		—

Shares issued upon option exercises	49	0.1		2.9		—		—		3.0		—		3.0		—
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	29	—		(0.4)		—		—		(0.4)		—		(0.4)		—

Stock-based compensation expense	—	—		54.3		—		—		54.3		—		54.3		—
Restricted stock units issued as dividend equivalents	—	—		0.1		(0.1)		—		—		—		—		—
Common shares repurchased	(967)	(0.3)		(112.0)		—		—		(112.3)		—		(112.3)		—
Net contributions to non-controlling interests in consolidated entities	—	—		—		—		—		—		2.3		2.3		—
Net subscriptions into T. Rowe Price investment products	—	—		—		—		—		—		—		—		78.1
Net deconsolidations of T. Rowe Price investment products	—	—		—		—		—		—		—		—		(68.1)
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


	Three months ended 6/30/2023
	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 March 31, 2023	224,527	$	44.9	$	501.8	$	8,550.4	$	(51.7)	$	9,045.4	$	194.4	$	9,239.8	$	834.1
Net income (loss)	—	—		—		476.4		—		476.4		10.6		487.0		4.8
Other comprehensive income (loss), net of tax	—	—		—		—		3.9		3.9		—		3.9		5.5
Dividends declared ($1.22 per share)	—	—		—		(280.5)		—		(280.5)		—		(280.5)		—

Shares issued upon option exercises	69	—		4.6		—		—		4.6		—		4.6		—
Restricted shares issued, net of shares withheld for taxes	54	—		—		—		—		—		—		—		—
Net shares issued upon vesting of restricted stock units	26	—		(0.4)		—		—		(0.4)		—		(0.4)		—

Stock-based compensation expense	—	—		56.8		—		—		56.8		—		56.8		—
Restricted stock units issued as dividend equivalents	—	—		0.1		(0.1)		—		—		—		—		—
Common shares repurchased	(395)	(0.1)		(42.3)		—		—		(42.4)		—		(42.4)		—
Net distributions to non-controlling interests in consolidated entities	—	—		—		—		—		—		(2.9)		(2.9)		—
Net subscriptions into T. Rowe Price investment products	—	—		—		—		—		—		—		—		134.9
Net consolidations of T. Rowe Price investment products	—	—		—		—		—		—		—		—		5.9
Balances at June 30, 2023	224,281	$	44.8	$	520.6	$	8,746.2	$	(47.8)	$	9,263.8	$	202.1	$	9,465.9	$	985.2

(1) Accumulated other comprehensive income

The accompanying notes are an integral part of these statements.

Page 6

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(shares in thousands; dollars in millions)


	Six months ended 6/30/2024
	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, 2023	223,938	$	44.8	$	431.7	$	9,076.1	$	(47.5)	$	9,505.1	$	192.0	$	9,697.1	$	594.1
Net income (loss)	—	—		—		1,057.2		—		1,057.2		10.8		1,068.0		21.5
Other comprehensive income, net of tax	—	—		—		—		(1.7)		(1.7)		—		(1.7)		(1.2)
Dividends declared ($2.48 per share)	—	—		—		(568.5)		—		(568.5)		—		(568.5)		—


Shares issued upon option exercises	295	0.1		18.3		—		—		18.4		—		18.4		—
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	56	—		(1.8)		—		—		(1.8)		—		(1.8)		—

Stock-based compensation expense	—	—		112.7		—		—		112.7		—		112.7		—
Restricted stock units issued as dividend equivalents	—	—		0.2		(0.2)		—		—		—		—		—
Common shares repurchased	(1,684)	(0.4)		(192.0)		—		—		(192.4)		—		(192.4)		—
Net contributions to non-controlling interests in consolidated entities	—	—		—		—		—		—		2.5		2.5		—
Net subscriptions into T. Rowe Price investment products	—	—		—		—		—		—		—		—		170.8
Net deconsolidations of T. Rowe Price investment products	—	—		—		—		—		—		—		—		(96.2)
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


	Six months ended 6/30/2023
	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 (loss)	—	—		—		897.9		—		897.9		14.1		912.0		25.0
Other comprehensive income (loss), net of tax	—	—		—		—		5.2		5.2		—		5.2		11.6
Dividends declared ($2.44 per share)	—	—		—		(561.2)		—		(561.2)		—		(561.2)		—

Shares issued upon option exercises	259	—		14.9		—		—		14.9		—		14.9		—
Restricted shares issued, net of shares withheld for taxes	54	—		—		—		—		—		—		—		—
Net shares issued upon vesting of restricted stock units	78	—		(2.8)		—		—		(2.8)		—		(2.8)		—

Stock-based compensation expense	—	—		115.5		—		—		115.5		—		115.5		—
Restricted stock units issued as dividend equivalents	—	—		0.2		(0.2)		—		—		—		—		—
Common shares repurchased	(420)	(0.1)		(45.1)		—		—		(45.2)		—		(45.2)		—
Net distributions to non-controlling interests in consolidated entities	—	—		—		—		—		—		(2.7)		(2.7)		—
Net subscriptions into T. Rowe Price investment products	—	—		—		—		—		—		—		—		286.0
Net consolidations of T. Rowe Price investment products	—	—		—		—		—		—		—		—		5.9
Balances at June 30, 2023	224,281	$	44.8	$	520.6	$	8,746.2	$	(47.8)	$	9,263.8	$	202.1	$	9,465.9	$	985.2

(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 that invest in a broad range of investment solutions across equity, fixed income, multi-asset, and alternative capabilities. We also provide certain investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services; participant recordkeeping and transfer agent services for defined contribution retirement plans; brokerage; trust services; and non-discretionary advisory services through model delivery.

The investment solutions are provided in a number of vehicles, including the T. Rowe Price U.S. mutual funds ("U.S. mutual funds"), subadvised funds, separately managed accounts, collective investment trusts, and other T. Rowe Price products. The other T. 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.

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

NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07 - Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. As required by the guidance, we will adopt the annual disclosures of significant segment expenses that are regularly provided to the chief operating decision maker  in our 2024 year-end reporting. Interim segment reporting will become effective under the amendment on January 1, 2025.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09 - Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. This amendment is effective for the firm on January 1, 2025. We are currently evaluating the impact of adopting this standard and have not yet determined our transition approach.

We have considered all other newly issued accounting guidance that is applicable to our operations and the preparation of our unaudited condensed consolidated statements, including those we have not yet adopted. We do not believe that any such guidance has or will have a material effect on our financial position or results of operations.

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

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

Page 8


	Three months ended				Six months ended
(in millions)	6/30/2024		6/30/2023		6/30/2024		6/30/2023
Investment advisory fees
Equity	$	948.9	$	862.3	$	1,898.5	$	1,696.2
Fixed income, including money market	100.2		100.0		200.8		202.4
Multi-asset	444.8		391.3		874.5		777.3
Alternatives	91.7		77.2		165.8		146.7
Total investment advisory fees	$	1,585.6	$	1,430.8	$	3,139.6	$	2,822.6
Capital allocation-based income	0.1		38.7		47.2		55.6
Total administrative, distribution, and servicing fees	147.6		140.7		296.7		269.6
Net revenues	$	1,733.3	$	1,610.2	$	3,483.5	$	3,147.8

Average AUM (in billions):
Equity	$	790.4	$	703.4	$	780.4	$	695.2
Fixed income, including money market	174.8		170.4		172.1		170.0
Multi-asset	520.1		439.0		508.6		430.7
Alternatives	48.7		44.6		48.1		44.3
Average AUM	$	1,534.0	$	1,357.4	$	1,509.2	$	1,340.2

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.

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.

Page 9

NOTE 3 – INVESTMENTS.

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


(in millions)	6/30/2024		12/31/2023

Investments held at fair value
T. Rowe Price investment products
Discretionary investments	$	245.9	$	246.4
Seed capital	260.3		247.8
Supplemental savings plan liability economic hedges	852.0		806.6
Investment partnerships and other investments	108.0		69.7
Investments in affiliated collateralized loan obligations	7.6		8.4
Equity method investments
T. Rowe Price investment products
Discretionary investments	40.4		5.3
Seed capital	136.9		91.1
Supplemental savings plan liability economic hedges	40.6		21.0
23% Investment in UTI Asset Management Company Limited (India)	175.1		164.5
Investments in affiliated private investment funds - carried interest	497.3		519.9
Investments in affiliated private investment funds - seed/co-investment	280.5		253.4
Investments in partnerships and other investments	1.9		2.2
Held to maturity
Investments in affiliated collateralized loan obligations	81.8		94.1
Certificates of deposit	29.6		23.3
U.S. Treasury note	1.0		1.0
Total	$	2,758.9	$	2,554.7

The investment partnerships held at fair value are valued using net asset value (“NAV”) per share as a practical expedient. Our interests in these partnerships are generally not redeemable and are subject to significant transferability restrictions. 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- 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. 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
(in millions)	6/30/2024		6/30/2023		6/30/2024		6/30/2023
Net increase (decrease) in assets of consolidated sponsored investment products	$	(236.4)	$	(79.0)	$	(271.8)	$	(81.4)
Net increase (decrease) in liabilities of consolidated sponsored investment products	$	(4.9)	$	(33.0)	$	(4.9)	$	(33.1)
Net increase (decrease) in redeemable non-controlling interests	$	(68.1)	$	5.9	$	(96.2)	$	5.9

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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. 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 maximum risk of loss related to our involvement with these entities is as follows:


(in millions)	6/30/2024		12/31/2023
Investment carrying values	$	877.3	$	919.3
Unfunded capital commitments	81.4		94.1
Accounts receivable	74.8		92.1
	$	1,033.5	$	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. 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. The entities holding such interests are considered variable interest entities and are consolidated as we were 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)	6/30/2024		12/31/2023
Assets	$	561.2	$	564.7
Liabilities	$	0.2	$	1.9
Non-controlling interest	$	205.3	$	192.0

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

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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 in our unaudited condensed consolidated balance sheets and are detailed in Note 5.


	6/30/2024						12/31/2023
(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	$	2,371.1	$	—	$	—	$	1,678.1	$	—	$	—
Discretionary investments	245.9		—		—		246.4		—		—
Seed capital	220.9		39.4		—		206.0		41.8		—
Supplemental savings plan liability economic hedges	852.0		—		—		806.6		—		—
Other investments	0.1		—		41.5		0.7		—		—
Investments in affiliated collateralized loan obligations	—		7.6		—		—		8.4		—
Total	$	3,690.0	$	47.0	$	41.5	$	2,937.8	$	50.2	$	—

Contingent consideration liability	$	—	$	—	$	13.4	$	—	$	—	$	13.4

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


	Fair value measurements as of June 30, 2024
(in millions)	Fair value		Valuation techniques	Unobservable inputs	Interest rate input
Other investments	$	41.5	Market Yield (Comparables)	Yield	9.4%

Contingent Consideration

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

consideration in the amount of up to $900 million, payable in cash, that may be due as part of an earnout payment starting in 2025 and ending in 2027 upon satisfying or exceeding certain defined revenue targets. These defined revenue targets will be evaluated on a cumulative basis beginning at the end of 2024, with the ability to extend two additional years if the defined revenue targets are not achieved. 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.

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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:


	Three months ended				Six months ended
(in millions)	6/30/2024		6/30/2023		6/30/2024		6/30/2023
Balance at beginning of period	$	13.4	$	46.2	$	13.4	$	95.8

Unrealized gains, included in earnings	—		(23.2)		—		(72.8)
Balance at end of period	$	13.4	$	23.0	$	13.4	$	23.0

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- 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.

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:


	6/30/2024						12/31/2023
(in millions)	Voting interest entities		Variable interest entities		Total		Voting interest entities		Variable interest entities		Total
Cash and cash equivalents(1)	$	21.4	$	52.5	$	73.9	$	25.7	$	51.5	$	77.2
Investments(2)	674.5		1,144.7		1,819.2		718.0		1,129.0		1,847.0
Other assets	21.8		14.7		36.5		11.2		23.9		35.1
Total assets	717.7		1,211.9		1,929.6		754.9		1,204.4		1,959.3
Liabilities	36.4		28.7		65.1		19.0		35.2		54.2
Net assets	$	681.3	$	1,183.2	$	1,864.5	$	735.9	$	1,169.2	$	1,905.1

Attributable to T. Rowe Price Group	$	461.4	$	714.1	$	1,175.5	$	589.9	$	721.1	$	1,311.0
Attributable to redeemable non-controlling interests	219.9		469.1		689.0		146.0		448.1		594.1
	$	681.3	$	1,183.2	$	1,864.5	$	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. 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.

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

Page 13

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


	Three months ended
	6/30/2024						6/30/2023
(in millions)	Voting interest entities		Variable interest entities		Total		Voting interest entities		Variable interest entities		Total
Operating expenses reflected in net operating income	$	(0.7)	$	(1.9)	$	(2.6)	$	(0.8)	$	(2.6)	$	(3.4)
Net investment income (loss) reflected in non-operating income (loss)	(3.7)		12.2		8.5		5.8		18.2		24.0
Impact on income before taxes	$	(4.4)	$	10.3	$	5.9	$	5.0	$	15.6	$	20.6

Net income (loss) attributable to T. Rowe Price Group	$	(3.0)	$	7.0	$	4.0	$	4.4	$	11.4	$	15.8
Net income (loss) attributable to redeemable non-controlling interests	(1.4)		3.3		1.9		0.6		4.2		4.8
	$	(4.4)	$	10.3	$	5.9	$	5.0	$	15.6	$	20.6


	Six months ended
	6/30/2024						6/30/2023
(in millions)	Voting interest entities		Variable interest entities		Total		Voting interest entities		Variable interest entities		Total
Operating expenses reflected in net operating income	$	(1.5)	$	(3.4)	$	(4.9)	$	(2.5)	$	(4.9)	$	(7.4)
Net investment income (loss) reflected in non-operating income (loss)	29.7		51.1		80.8		12.7		57.1		69.8
Impact on income before taxes	$	28.2	$	47.7	$	75.9	$	10.2	$	52.2	$	62.4

Net income (loss) attributable to T. Rowe Price Group	$	22.8	$	31.6	$	54.4	$	8.1	$	29.3	$	37.4
Net income (loss) attributable to redeemable non-controlling interests	5.4		16.1		21.5		2.1		22.9		25.0
	$	28.2	$	47.7	$	75.9	$	10.2	$	52.2	$	62.4

The operating expenses of the consolidated investment products are reflected in general, administrative and other expenses. In preparing our unaudited condensed consolidated financial statements, we eliminated operating expenses of $0.5 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. 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.

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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
	6/30/2024						6/30/2023
(in millions)	Voting interest entities		Variable interest entities		Total		Voting interest entities		Variable interest entities		Total
Net cash provided by (used in) operating activities	$	(111.4)	$	(32.2)	$	(143.6)	$	(77.3)	$	(273.4)	$	(350.7)
Net cash provided by (used in) investing activities	(12.4)		(0.7)		(13.1)		(15.5)		(2.3)		(17.8)
Net cash provided by (used in) financing activities	119.5		35.0		154.5		78.2		246.8		325.0
Effect of exchange rate changes on cash and cash equivalents of consolidated sponsored investment products	—		(1.1)		(1.1)		—		0.9		0.9
Net change in cash and cash equivalents during period	(4.3)		1.0		(3.3)		(14.6)		(28.0)		(42.6)
Cash and cash equivalents at beginning of year	25.7		51.5		77.2		16.2		102.9		119.1
Cash and cash equivalents at end of period	$	21.4	$	52.5	$	73.9	$	1.6	$	74.9	$	76.5

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. These cash flows were eliminated in consolidation.

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.

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.


	6/30/2024				12/31/2023
(in millions)	Level 1		Level 2					Level 1		Level 2
Assets
Cash equivalents	$	19.9	$	—				$	17.2	$	8.0
Equity securities	381.4		237.4					365.1		213.6
Fixed income securities	—		1,179.8					—		1,241.9
Other investments	2.8		17.8					3.6		22.8
	$	404.1	$	1,435.0		$	—	$	385.9	$	1,486.3

Liabilities	$	(4.7)	$	(10.6)				$	(5.1)	$	(16.2)

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NOTE 6 - GOODWILL AND INTANGIBLE ASSETS.

Goodwill and intangible assets consist of the following:


(in millions)	6/30/2024		12/31/2023
Goodwill	$	2,642.8	$	2,642.8
Indefinite-lived intangible assets - trade name	104.8		117.1
Indefinite-lived intangible assets - investment advisory agreements	65.6		65.6
Definite-lived intangible assets - investment advisory agreements	271.9		324.6
Total	$	3,085.1	$	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:


(in millions)
Remaining 2024	$	42.8
2025	82.2
2026	65.2
2027	45.3
2028	14.3

Impairment

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. 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. This approach included inputs that required significant management judgment, the most relevant of which include revenue growth, discount rate, and effective tax rate.

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.

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.

Page 16


	Options	Weighted- average exercise price
Outstanding at December 31, 2023	1,476,104	$	75.39
Exercised	(420,387)	$	76.62
Expired	(1,768)	$	76.75
Outstanding and exercisable at June 30, 2024	1,053,949	$	74.90

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.


	Restricted shares	Restricted stock units	Weighted-average fair value
Nonvested at December 31, 2023	56,740	6,485,253	$	127.74
Time-based grants	8,970	39,896	$	111.02

Dividend equivalents granted to non-employee directors	—	1,860	$	118.83
Vested	(17,682)	(61,026)	$	105.98
Forfeited	—	(98,941)	$	127.48
Nonvested at June 30, 2024	48,028	6,367,042	$	127.89

Nonvested at June 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. 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	50.2
2025	118.4
2026 through 2029	87.9
Total	$	313.6

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.

Page 17


	Three months ended				Six months ended
(in millions)	6/30/2024		6/30/2023		6/30/2024		6/30/2023
Net income attributable to T. Rowe Price	$	483.4	$	476.4	$	1,057.2	$	897.9
Less: net income allocated to outstanding restricted stock and stock unit holders	12.9		11.6		28.7		22.1
Net income allocated to common stockholders	$	470.5	$	464.8	$	1,028.5	$	875.8

Weighted-average common shares
Outstanding	223.0		224.4		223.3		224.4
Outstanding assuming dilution	223.5		225.2		223.8		225.2

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.


	Three months ended 6/30/2024						Three months ended 6/30/2023

(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	$	(50.9)	$	1.3	$	(49.6)	$	(51.4)	$	(0.3)	$	(51.7)
Other comprehensive income (loss) before reclassifications and income taxes	(0.6)		1.4		0.8		1.1		3.9		5.0


Net deferred tax benefits (income taxes)	—		(0.4)		(0.4)		(0.2)		(0.9)		(1.1)
Other comprehensive income (loss)	(0.6)		1.0		0.4		0.9		3.0		3.9
Balances at end of period	$	(51.5)	$	2.3	$	(49.2)	$	(50.5)	$	2.7	$	(47.8)

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
(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	$	(51.9)	$	4.4	$	(47.5)	$	(50.5)	$	(2.5)	$	(53.0)
Other comprehensive income (loss) before reclassifications and income taxes	0.5		(2.6)		(2.1)		—		6.9		6.9


Net deferred tax benefits (income taxes)	(0.1)		0.5		0.4		—		(1.7)		(1.7)
Other comprehensive income (loss)	0.4		(2.1)		(1.7)		—		5.2		5.2
Balances at end of period	$	(51.5)	$	2.3	$	(49.2)	$	(50.5)	$	2.7	$	(47.8)

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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.

NOTE 10 – COMMITMENTS AND CONTINGENCIES.

COMMITMENTS.

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

CONTINGENCIES.

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.

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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 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). 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, 2023, 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 16, 2024, 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, 2023, 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

July 26, 2024

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