Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW.

Our revenues and net income are derived primarily from investment advisory services provided to individual and institutional investors 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.

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 and results of operations.

We incur significant expenditures to develop new products and services and improve and expand our capabilities and distribution channels in order to attract new investment advisory clients and additional investments from our existing clients. These efforts often involve costs that precede any future revenues that we may recognize from an increase to our assets under management.

The investment management industry has been evolving and industry participants are facing several challenging trends including passive investments taking market share from traditional active strategies; continued downward fee pressure; demand for new investment vehicles to meet client needs; and an ever-changing regulatory landscape. In this regard, we have ample liquidity and resources that allow us to take advantage of attractive growth opportunities. We are investing in key capabilities, including investment professionals, distribution professionals, technologies, and new product offerings in order to provide our clients with strong investment management expertise and service.

MARKET TRENDS.

Major U.S. stock market indexes rose in the third quarter of 2024. Shares were supported by generally favorable corporate earnings and expectations that a softening labor market and easing inflation pressures would enable the Federal Reserve to begin reducing short-term interest rates. Volatility increased considerably at times, but the market finished the quarter on a positive note, as Fed Chair Jerome Powell declared in late August at the central bank’s annual economic symposium that “the time has come” for policymakers to adjust short-term rates. On September 18, the central bank reduced the fed funds target rate by 50 basis points—which was more than some investors expected—and Fed officials noted the potential for “additional adjustments” as they “carefully assess incoming data, the evolving outlook, and the balance of risks.”

Developed non-U.S. equity markets generally outperformed large-cap U.S. stocks in U.S. dollar terms, as a weaker dollar versus major non-U.S. currencies lifted overseas returns in dollar terms. In Europe, equity markets were mostly positive. Several markets produced double-digit gains, while UK shares climbed about 8%. Developed Asian markets were broadly positive. Hong Kong shares surged more than 24%, lifted in part by Chinese stimulus measures intended to bolster the Chinese economy.

Emerging equity markets outperformed stocks in developed non-U.S. markets in dollar terms. Emerging Asian markets were mostly positive; a few rose more than 20%. Chinese shares surged more than 23%, while the A shares market climbed more than 21%, thanks to brisk gains in September stemming from new Chinese economic stimulus measures. Markets in Latin America and in the emerging Europe, Middle East, and Africa (EMEA) region were largely positive in dollar terms.

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Returns of several major equity market indexes were as follows:

						Three months ended						Nine months ended
Index						9/30/2024						9/30/2024
S&P 500 Index						5.9%						22.1%
NASDAQ Composite Index(1)						2.6%						21.2%
Russell 2000 Index						9.3%						11.2%
MSCI EAFE (Europe, Australasia, and Far East) Index						7.3%						13.5%
MSCI Emerging Markets Index						8.9%						17.2%

(1) Returns exclude dividends

Global bond returns were broadly positive in the third quarter of 2024. In the U.S., Treasury bill yields and shorter-term bond yields declined as the Fed reduced the fed funds target rate to the 4.75% to 5.00% range and signaled the potential for more rate cuts. Longer-term U.S. Treasury yields fell to a lesser degree. The 10-year U.S. Treasury note yield declined from 4.36% to 3.81% during the quarter.

In the U.S. investment-grade universe, sector performance was broadly positive. Corporate bonds and mortgage-backed securities fared best. Treasuries and non-agency commercial mortgage-backed securities also did well. Asset-backed securities underperformed, but still produced solid gains. Tax-free municipal bonds lagged the broad taxable bond market, as municipal bond yields generally did not fall as much as comparable Treasury yields. High yield corporate bonds performed mostly in line with the investment-grade market.

Bonds in developed non-U.S. markets produced positive returns in dollar terms. Bond prices rose and yields declined in many European countries, as central banks in the UK and the eurozone reduced short-term interest rates, and a weaker dollar versus various currencies lifted overseas returns in dollar terms. In Japan, the central bank unexpectedly increased its benchmark interest rate in late July, resulting in a significant strengthening of the yen versus the dollar. In the emerging markets fixed income universe, local currency bonds outperformed dollar-denominated bonds in U.S. dollar terms, as the dollar weakened versus many developing markets currencies.

Returns of several major bond market indexes were as follows:

						Three months ended						Nine months ended
Index						9/30/2024						9/30/2024
Bloomberg U.S. Aggregate Bond Index						5.2%						4.5%
JPMorgan Global High Yield Index						4.8%						8.6%
Bloomberg Municipal Bond Index						2.7%						2.3%
Bloomberg Global Aggregate Ex-U.S. Dollar Bond Index						8.5%						2.8%
JPMorgan Emerging Markets Bond Index Plus						6.6%						9.3%
ICE Bank of America U.S. High Yield Index						5.3%						8.0%
Credit Suisse Leveraged Loan Index						2.1%						6.6%

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ASSETS UNDER MANAGEMENT.****(1)

Assets under management ended the third quarter of 2024 at $1,630.9 billion, an increase of $61.8 billion from June 30, 2024. The increase in assets under management during the third quarter of 2024 was driven by market appreciation and income, net of distributions not reinvested, of $74.0 billion, offset by net cash outflows of $12.2 billion.

For the nine months ended September 30, 2024, the increase in assets under management was driven by market appreciation, net of distributions not reinvested, of $210.3 billion, offset by net cash outflows of $23.9 billion.

The following tables detail changes in our assets under management, by asset class, during the three- and nine-month periods ended September 30, 2024:

			Three months ended 9/30/2024																																	Nine months ended 9/30/2024
(in billions)			Equity						Fixed income, including money market						Multi-asset**(1)**						Alternatives**(2)**						Total									Equity						Fixed income, including money market						Multi-asset**(1)**						Alternatives**(2)**						Total
Assets under management at beginning of period			$	810.3					$	179.9					$	529.1					$	49.8					$	1,569.1								$	743.6					$	170.0					$	483.0					$	47.9					$	1,444.5
Net cash flows prior to manager-driven distributions			(16.1)						1.1						1.9						1.7						(11.4)									(43.8)						9.1						9.0						4.7						(21.0)
Manager-driven distributions			—						—						—						(0.8)						(0.8)									—						—						—						(2.9)						(2.9)
Net cash flows			(16.1)						1.1						1.9						0.9						(12.2)									(43.8)						9.1						9.0						1.8						(23.9)
Net market appreciation (depreciation) and income(3)			37.8						5.3						29.9						1.0						74.0									132.2						7.2						68.9						2.0						210.3
Change during the period			21.7						6.4						31.8						1.9						61.8									88.4						16.3						77.9						3.8						186.4
Assets under management at September 30, 2024			$	832.0					$	186.3					$	560.9					$	51.7					$	1,630.9								$	832.0					$	186.3					$	560.9					$	51.7					$	1,630.9

(1) The underlying assets under management of the multi-asset portfolios have been aggregated and presented in this category and not reported in the equity and fixed income columns.

(2) The alternatives asset class includes strategies authorized to invest more than 50% of its holdings in private credit, leveraged loans, mezzanine, real assets/CRE, structured products, stressed / distressed, non-investment grade CLOs, special situations, or have absolute return as its investment objective. Generally, only those strategies with longer than daily liquidity are included. Unfunded capital commitments were $14.5 billion at September 30, 2024, $11.3 billion at June 30, 2024, and $11.6 billion at December 31, 2023, and are not reflected in fee basis AUM above.

(3) Includes net distributions not reinvested for the three- and nine-month periods ended September 30, 2024 of $0.2 billion and $1.1 billion, respectively.

Investment advisory clients outside the United States account for 8.6% of our assets under management at September 30, 2024, June 30, 2024, and December 31, 2023.

Assets under management in our target date retirement products, which are included in the multi-asset totals shown above, were $482.1 billion at September 30, 2024, $452.6 billion at June 30, 2024, and $408.4 billion at December 31, 2023. Net flows into these portfolios were $3.6 billion and $14.1 billion in the three- and nine-month periods ended September 30, 2024.

We also provide strategic investment advice solutions for certain portfolios. These advice solutions, primarily overseen by our multi-asset division, may include strategic asset allocation, and in certain portfolios, asset selection and/or tactical asset allocation overlays. We also offer advice solutions through retail separately managed accounts and separately managed accounts model delivery. As of September 30, 2024, total assets in these solutions were $582 billion, of which $567 billion are included in our reported assets under management in the tables above.

We provide participant accounting and plan administration for retirement plans that primarily invest in the firm's U.S. mutual funds, collective investment trusts and funds outside of the firm's complex. As of September 30, 2024, our assets under administration were $286 billion, of which nearly $163 billion are assets we manage.

Page 23

INVESTMENT PERFORMANCE.****(1)

Strong investment performance and brand awareness is a key driver to attracting and retaining assets—and to our long-term success. Our performance disclosures include specific asset classes, assets under management weighted performance, mutual fund performance against passive peers and composite performance against benchmarks. The following tables present investment performance for the one-, three-, five-, and 10-years ended September 30, 2024. Past performance is not a reliable indicator of future performance.

% of U.S. funds that outperformed Morningstar median**(2),(3)**
						1 year						3 years						5 years						10 years
Equity						59%						45%						51%						71%
Fixed Income						43%						50%						53%						66%
Multi-Asset						54%						47%						67%						68%
All Funds						53%						47%						56%						68%
% of U.S. funds that outperformed passive peer median**(2),(4)**
						1 year						3 years						5 years						10 years
Equity						50%						42%						47%						53%
Fixed Income						36%						45%						58%						58%
Multi-Asset						45%						44%						68%						54%
All Funds						45%						44%						56%						54%
% of composites that outperformed benchmarks**(5)**
						1 year						3 years						5 years						10 years
Equity						49%						26%						43%						63%
Fixed Income						53%						31%						55%						66%
All Composites						51%						28%						48%						64%

AUM Weighted Performance
% of U.S. funds AUM that outperformed Morningstar median**(2),(3)**
						1 year						3 years						5 years						10 years
Equity						50%						39%						52%						85%
Fixed Income						55%						65%						60%						82%
Multi-Asset						77%						55%						90%						93%
All Funds						57%						44%						61%						86%
% of U.S. funds AUM that outperformed passive peer median**(2),(4)**
						1 year						3 years						5 years						10 years
Equity						45%						33%						42%						50%
Fixed Income						41%						60%						84%						72%
Multi-Asset						67%						56%						95%						94%
All Funds						50%						40%						58%						62%
% of composites AUM that outperformed benchmarks**(5)**
						1 year						3 years						5 years						10 years
Equity						60%						28%						38%						57%
Fixed Income						57%						22%						47%						48%
All Composites						60%						27%						40%						55%

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As of September 30, 2024, 69 of 142 (48.6%) of the firm's rated U.S. mutual funds (across primary share classes) received an overall rating of 4 or 5 stars. By comparison, 32.5% of Morningstar's fund population is given a rating of 4 or 5 stars(5). In addition, 67%(6) of AUM in the firm's rated U.S. mutual funds (across primary share classes) ended September 30, 2024 with an overall rating of 4 or 5 stars.

(1) The investment performance reflects that of T. Rowe Price sponsored mutual funds, ETFs and composites AUM and not of OHA’s products.

(2) Source: © 2024 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

(3) Source: Morningstar. Primary share class only. Excludes money market mutual funds, funds with an operating history of less than one year, T. Rowe Price passive funds, and T. Rowe Price funds that are clones of other funds. The top chart reflects the percentage of T. Rowe Price funds with 1-, 3-, 5-, and 10-year track record that are outperforming the Morningstar category median. The bottom chart reflects the percentage of T. Rowe Price funds AUM that has outperformed for the time periods indicated. Total AUM included for this analysis includes $332B for 1 year, $329B for 3 years, $328B for 5 years, and $327B for 10 years.

(4) Passive Peer Median was created by T. Rowe Price using data from Morningstar. Primary share class only. Excludes money market mutual funds, funds with an operating history of less than one year, funds with fewer than three peers, T. Rowe Price passive funds, and T. Rowe Price funds that are clones of other funds. This analysis compares T. Rowe Price active funds to the applicable universe of passive/index open-end funds and ETFs of peer firms. The top chart reflects the percentage of T. Rowe Price funds with 1-, 3-, 5-, and 10-year track record that are outperforming the passive peer universe. The bottom chart reflects the percentage of T. Rowe Price funds AUM that has outperformed for the time periods indicated. Total AUM included for this analysis includes $315B for 1 year, $312B for 3 years, $272B for 5 years, and $267B for 10 years.

*(5)*Composite net returns are calculated using the highest applicable separate account fee schedule. Excludes money market composites. All composites compared with the official GIPS composite primary benchmark. The top chart reflects the percentage of T. Rowe Price composites with 1-, 3-, 5-, and 10-year track record that are outperforming their benchmarks. The bottom chart reflects the percentage of T. Rowe Price composite AUM that has outperformed for the time periods indicated. Total AUM included for this analysis includes $1,457B for 1 year, $1,452B for 3 years, $1,444B for 5 years, and $1,392B for 10 years.

(6) The Morningstar Rating™ for funds is calculated for funds with at least a three-year history. Exchange-traded funds and open-ended mutual funds are considered a single population for comparative purposes. It is calculated based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a managed product's monthly excess performance, placing more emphasis on downward variations and rewarding consistent performance. Morningstar gives its best ratings of 5 or 4 stars to the top 32.5% of all funds (of the 32.5%,10% get 5 stars and 22.5% get 4 stars). The Overall Morningstar Rating™ is derived from a weighted average of the performance figures associated with a fund’s 3-, 5-, and 10-year (if applicable) Morningstar Rating™ metrics.

Page 25

RESULTS OF OPERATIONS.

The following table and discussion sets forth information regarding our consolidated financial results for the three- and nine-month periods ended September 30, 2024 and 2023 on a U.S. GAAP basis and a non-GAAP basis. The non-GAAP basis adjusts for the impact of our consolidated sponsored investment products, the impact of market movements on the supplemental savings plan liability and related economic hedge, investment income related to certain other investments, acquisition-related amortization and costs, impairment charges, and certain nonrecurring charges and gains.

			Three months ended																											Nine months ended
(in millions, except per-share data)			9/30/2024						9/30/2023						$ change						% change**(1)**									9/30/2024						9/30/2023						$ change						% change**(1)**
U.S. GAAP basis
Investment advisory fees			$	1,632.9					$	1,463.9					$	169.0					11.5		%							$	4,772.5					$	4,286.5					$	486.0					11.3		%
Capital allocation-based income(2)			$	4.6					$	66.1					$	(61.5)					n/m									$	51.8					$	121.7					$	(69.9)					n/m
Net revenues			$	1,785.6					$	1,670.7					$	114.9					6.9		%							$	5,269.1					$	4,818.5					$	450.6					9.4		%
Operating expenses			$	1,172.0					$	1,089.4					$	82.6					7.6		%							$	3,504.2					$	3,219.5					$	284.7					8.8		%
Net operating income			$	613.6					$	581.3					$	32.3					5.6		%							$	1,764.9					$	1,599.0					$	165.9					10.4		%
Non-operating income (loss)			$	212.5					$	2.8					$	209.7					n/m									$	481.7					$	244.4					$	237.3					n/m
Net income attributable to T. Rowe Price Group, Inc.			$	603.0					$	453.2					$	149.8					33.1		%							$	1,660.2					$	1,351.1					$	309.1					22.9		%
Diluted earnings per common share			$	2.64					$	1.97					$	0.67					34.0		%							$	7.23					$	5.86					$	1.37					23.4		%
Weighted average common shares outstanding assuming dilution			222.8						224.8						$	(2.0)					(0.9)		%							223.5						225.1						$	(1.6)					(0.7)		%
Adjusted non-GAAP basis**(3)**
Operating expenses			$	1,099.0					$	1,061.3					$	37.7					3.6		%							$	3,276.2					$	3,110.0					$	166.2					5.3		%
Net operating income			$	718.4					$	635.9					$	82.5					13.0		%							$	2,065.7					$	1,760.5					$	305.2					17.3		%
Non-operating income (loss)			$	51.2					$	28.7					$	22.5					78.4		%							$	114.4					$	91.3					$	23.1					25.3		%
Net income attributable to T. Rowe Price Group, Inc.			$	586.5					$	499.5					$	87.0					17.4		%							$	1,654.7					$	1,355.4					$	299.3					22.1		%
Diluted earnings per common share			$	2.57					$	2.17					$	0.40					18.4		%							$	7.21					$	5.88					$	1.33					22.6		%
Assets under management (in billions)
Average assets under management			$	1,589.5					$	1,393.6					$	195.9					14.1		%							$	1,536.2					$	1,358.2					$	178.0					13.1		%
Ending assets under management			$	1,630.9					$	1,346.5					$	284.4					21.1		%							$	1,630.9					$	1,346.5					$	284.4					21.1		%

(1) n/m - The percentage change is not meaningful.

(2) Capital allocation-based income represents the change in accrued carried interest.

(3) See the reconciliation to the comparable U.S. GAAP measures at the end of the Results of Operations section of this Management’s Discussion and Analysis.

Results Overview - Quarter ended September 30, 2024

Net revenues consist of investment advisory revenues; administrative, distribution, and servicing fees; and capital allocation-based income. More than 90% of our net revenues are related to investment advisory fees. Total net revenues were $1,785.6 million in the third quarter of 2024, a 6.9% increase over $1,670.7 million in the third quarter of 2023. The increase was primarily driven by an 11.5% increase in investment advisory fee revenue as higher overall markets increased average assets under management by 14.1%. This increase was partially offset by a $61.5 million decrease in capital allocation-based income (change in accrued carried interest) earned from investments in certain affiliated funds.

Investment advisory fees are generally earned based on the value and composition of our assets under management, which change based on fluctuations in financial markets and net cash flows. As our average assets under management increase or decrease in a given period, the level of our investment advisory fee revenue for that

Page 26

same period generally fluctuates in a similar manner. Our annualized effective fee rates can be impacted by market or cash flow related shifts among asset classes and products, including those with tiered-fee structures, along with price changes we make in existing products.

Capital allocation-based income will fluctuate quarter-to-quarter to reflect the adjustment to accrued carried interest for the change in value of certain affiliated funds assuming the funds’ underlying investments were realized as of the end of the period.

Operating expenses on a U.S. GAAP basis were $1,172.0 million in the third quarter of 2024, a 7.6% increase over the comparable 2023 period. On a non-GAAP basis, operating expenses were $1,099.0 million, a 3.6% increase over the comparable 2023 period.

In comparison to the third quarter of 2023, about 70% of the increase in U.S. GAAP operating expenses was due to a market-related increase of $43.4 million in the supplemental savings liability in the third quarter of 2024, compared to a decrease of $14.2 million in the supplemental savings liability in the 2023 period.

Also contributing to the increase in U.S. GAAP operating expenses and the primary drivers of the increase in non-GAAP operating expenses were higher general, administrative and other costs due to a $20 million cost recovery recognized in Q3 2023 that didn't recur in Q3 2024, higher distribution and servicing costs on higher average assets under management distributed through intermediaries, and higher compensation and related benefits. These increases were partially offset by lower accrued carried interest-related compensation.

Operating margin in the third quarter of 2024 was 34.4% on a U.S. GAAP basis, compared to 34.8% earned in the third quarter of 2023. The decrease in our U.S. GAAP operating margin for the third quarter of 2024 compared to the 2023 period was driven by operating expense growth outpacing net revenue growth primarily due to changes in the supplemental savings plan liability and lower capital allocation-based income.

Diluted earnings per share was $2.64 for the third quarter of 2024 compared to $1.97 for the third quarter of 2023. The increase was primarily driven by higher operating income, higher net investment gains, and a lower effective tax rate compared to the 2023 period.

On a non-GAAP basis, diluted earnings per share was $2.57 for the third quarter of 2024 as compared to $2.17 for the third quarter of 2023. The increase was primarily due to higher adjusted operating income, higher adjusted net investment gains, and a lower effective tax rate compared to the 2023 period.

Results Overview - Year-to-Date ended September 30, 2024

Net revenues consist of investment advisory revenues; administrative, distribution, and servicing fees; and capital allocation-based income. More than 90% of our net revenues for the nine months ended September 30, 2024 are related to investment advisory fees. Total net revenues were $5,269.1 million in the nine months ended September 30, 2024, a 9.4% increase over $4,818.5 million in the 2023 period. The increase was primarily driven by a 11.3% increase in investment advisory fee revenue as average assets under management increased by 13.1%, partially offset by a $69.9 million decrease in capital allocation-based income (change in accrued carried interest) earned from investments in certain affiliated funds.

Operating expenses were $3,504.2 million in the nine months ended September 30, 2024 compared with $3,219.5 million in the 2023 period. On a non-GAAP basis, our operating expenses for the nine months ended September 30, 2024 increased 5.3% to $3,276.2 million compared to the 2023 period.

In comparison to the nine months ended September 30, 2023, about 40% of the increase in U.S. GAAP operating expenses was driven by the change in remeasurement of the contingent consideration liability, as the 2023 period reflected a $72.8 million reduction in the liability compared to a $13.4M reduction in the 2024 period. Additionally, a market-related increase in the supplemental savings plan liability, and higher amortization and impairments related to acquisition-related intangibles, were also primary contributors to the increase in U.S. GAAP operating expenses.

Also contributing to the increase in U.S. GAAP operating expenses and the primary drivers of the increase in non-GAAP operating expenses were higher compensation and related benefits, including the interim bonus accrual, salaries and benefits, distribution and servicing costs, and general, administrative and other costs.

Page 27

Operating margin in the nine months ended September 30, 2024 was 33.5% on a U.S. GAAP basis, compared to 33.2% earned in the 2023 period. The increase in our U.S. GAAP operating margin for the nine months ended September 30, 2024 compared to the 2023 period was primarily driven by net revenue growth outpacing operating expense growth.

Diluted earnings per share was $7.23 for the nine months ended September 30, 2024 compared to $5.86 for the nine months ended September 30, 2023. The 23.4% increase was driven by higher net investment gains, higher operating income, and a lower effective tax rate in the nine months ended September 30, 2024, as compared to the comparable 2023 period.

On a non-GAAP basis, adjusted diluted earnings per share was $7.21 for the nine months ended September 30, 2024 as compared to $5.88 for the 2023 period. The 22.6% increase was primarily due to higher adjusted operating income and a lower effective tax rate.

Net revenues

			Three months ended																											Nine months ended
(in millions)			9/30/2024						9/30/2023						$ change						% change**(1)**									9/30/2024						9/30/2023						$ change						% change**(1)**
Investment advisory fees
Equity			$	978.5					$	885.0					$	93.5					10.6		%							$	2,877.0					$	2,581.2					$	295.8					11.5		%
Fixed income			104.1						100.9						3.2						3.2		%							304.9						303.3						1.6						0.5		%
Multi-asset			465.8						405.5						60.3						14.9		%							1,340.3						1,182.8						157.5						13.3		%
Alternatives			84.5						72.5						12.0						16.6		%							250.3						219.2						31.1						14.2		%
			1,632.9						1,463.9						169.0						11.5		%							4,772.5						4,286.5						486.0						11.3		%
Capital allocation-based income
Change in accrued carried interest			35.1						91.9						(56.8)						n/m									121.6						172.1						(50.5)						n/m
Acquisition-related amortization and impairments			(30.5)						(25.8)						(4.7)						n/m									(69.8)						(50.4)						(19.4)						n/m
			4.6						66.1						(61.5)						n/m									51.8						121.7						(69.9)						n/m
Administrative, distribution, and servicing fees
Administrative fees			125.4						119.4						6.0						5.0		%							378.4						347.7						30.7						8.8		%
Distribution and servicing fees			22.7						21.3						1.4						6.6		%							66.4						62.6						3.8						6.1		%
			148.1						140.7						7.4						5.3		%							444.8						410.3						34.5						8.4		%
Net revenues			$	1,785.6					$	1,670.7					$	114.9					6.9		%							$	5,269.1					$	4,818.5					$	450.6					9.4		%
Average assets under management (in billions)
Equity			$	813.1					$	725.0					$	88.1					12.2		%							$	791.4					$	705.3					$	86.1					12.2		%
Fixed income			183.3						169.0						14.3						8.5		%							175.9						169.6						6.3						3.7		%
Multi-asset			542.3						453.8						88.5						19.5		%							519.9						438.5						81.4						18.6		%
Alternatives			50.8						45.8						5.0						10.9		%							49.0						44.8						4.2						9.4		%
Average assets under management			$	1,589.5					$	1,393.6					$	195.9					14.1		%							$	1,536.2					$	1,358.2					$	178.0					13.1		%
Investment advisory annualized effective fee rate (bps)			40.9						41.7						(0.8)						(1.9)		%							41.5						42.2						(0.7)						(1.7)		%
Investment advisory annualized effective fee rate excluding performance-based fees (bps)			40.7						41.6						(0.9)						(2.2)		%							41.2						42.1						(0.9)						(2.1)		%

(1) n/m - The percentage change is not meaningful.

Page 28

Investment advisory fees in the third quarter of 2024 increased 11.5% over the comparable 2023 quarter as average assets under management increased $195.9 billion or 14.1%, to $1,589.5 billion. For the nine months ended September 30, 2024, investment advisory revenues increased 11.3% over the comparable 2023 period as average assets under management increased $178.0 billion, or 13.1%, to $1,536.2 billion. Investment advisory fees includes performance fees of $5.6 million and $40.0 million for the three- and nine-month periods ended September 30, 2024, respectively, compared to $2.1 million and $13.0 million in the same respective 2023 periods. Performance fees earned in 2024 and 2023 were primarily from equity and alternative products.

The average annualized effective fee rate earned for the three- and nine-month periods ended September 30, 2024 declined from the comparable 2023 periods due to client flows and transfers creating a mix shift in assets under management toward lower fee products and asset classes. The 2024 year-to-date annualized effective fee rate was favorably impacted by higher performance based fees of about 0.2 basis points.

Capital allocation-based income includes the change in accrued carried interest along with acquisition-related amortization and impairments. In the third quarter of 2024, the change in accrued carried interest increased net revenues by $35.1 million compared to $91.9 million in the 2023 period. For the nine months ended September 30, 2024, the change in accrued carried interest increased net revenues by $51.8 million compared to $121.7 million for the 2023 period. The decrease in the change in accrued carried interest for both periods was due to lower relative performance. We also recognized higher acquisition-related amortization and impairment changes in the 2024 periods.

A portion of the capital allocation-based income was passed through to certain associates as compensation and the related expense was recognized in compensation and related costs with the unpaid amount reported as non-controlling interest on the unaudited condensed consolidated balance sheet.

Administrative, distribution, and servicing fees in the third quarter of 2024 were $148.1 million, an increase of $7.4 million, or 5.3%, from the comparable 2023 quarter. For the nine months ended September 30, 2024, these fees were $444.8 million, an increase of $34.5 million, or 8.4%, from the 2023 period. The increases for both periods were primarily due to higher average assets on which we earn administrative revenue for non-discretionary advisory services. For the nine months ended September 30, 2024, higher retail transfer agent servicing activities provided to the T. Rowe Price mutual funds also contributed to the increase.

Our net revenues reflect the elimination of advisory and administrative fee revenue earned from our consolidated

sponsored investment products. The corresponding expenses recognized by these products, and consolidated in our financial statements, were also eliminated from operating expenses. For the third quarter, we eliminated net revenue of $1.3 million in 2024 and $0.7 million in 2023. For the nine months ended September 30, we eliminated net revenue of $3.0 million in 2024 and $1.6 million in 2023.

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Operating expenses

			Three months ended																											Nine months ended
(in millions)			9/30/2024						9/30/2023						$ change						% change**(1)**									9/30/2024						9/30/2023						$ change						% change**(1)**
Compensation, benefits and related costs			$	632.9					$	617.0					$	15.9					2.6		%							$	1,898.0					$	1,801.3					$	96.7					5.4		%
Acquisition-related retention agreements			4.0						13.7						(9.7)						(70.8)		%							30.6						41.5						(10.9)						(26.3)		%
Capital allocation-based income compensation			(2.0)						19.9						(21.9)						n/m									8.8						34.0						(25.2)						n/m
Supplemental savings plan(2)			43.4						(14.2)						57.6						n/m									111.0						61.3						49.7						n/m
Total compensation and related costs			678.3						636.4						41.9						6.6		%							2,048.4						1,938.1						110.3						5.7		%
Distribution and servicing			91.6						74.9						16.7						22.3		%							261.2						214.2						47.0						21.9		%
Advertising and promotion			20.8						21.1						(0.3)						(1.4)		%							79.4						69.8						9.6						13.8		%
Product and recordkeeping related costs			75.0						73.1						1.9						2.6		%							223.0						222.9						0.1						—		%
Technology, occupancy, and facility costs			164.0						159.7						4.3						2.7		%							474.8						461.0						13.8						3.0		%
General, administrative, and other			104.2						85.7						18.5						21.6		%							305.5						293.2						12.3						4.2		%
Change in fair value of contingent consideration			(13.4)						—						(13.4)						n/m									(13.4)						(72.8)						59.4						(81.6)		%
Acquisition-related amortization and impairment costs			51.5						38.5						13.0						33.8		%							125.3						93.1						32.2						34.6		%
Total operating expenses			$	1,172.0					$	1,089.4					$	82.6					7.6		%							$	3,504.2					$	3,219.5					$	284.7					8.8		%

(1) n/m - The percentage change is not meaningful.

*(2)*The impact of the market on the supplemental savings plan liability drives the expense recognized each period.

Compensation, benefits, and related costs were $632.9 million in the third quarter of 2024, an increase of $15.9 million, or 2.6%, compared to the 2023 quarter. For the nine months ended September 30, 2024, these costs were $1,898.0 million, an increase of $96.7 million, or 5.4%, compared to the 2023 period. The increases in both periods were primarily due to a higher interim bonus accrual, and higher salaries and related benefits, as base salary modestly increased in January 2024 and we increased our headcount. These increases were partially offset by higher labor capitalization and lower stock-based compensation compared to the 2023 periods. The 2023 periods included severance costs related to the July 2023 workforce action.

The firm employed 8,104 associates at September 30, 2024, an increase of 2.5% from the end of 2023 and an increase of 3.3% from September 30, 2023.

Distribution and servicing costs were $91.6 million for the third quarter of 2024, an increase of $16.7 million, or 22.3%, from $74.9 million recognized in the 2023 quarter. For the nine months ended September 30, 2024, these costs were $261.2 million, an increase of 21.9%, from $214.2 million recognized in the comparable 2023 period. The increases in both periods were primarily driven by higher average assets under management distributed through intermediaries.

The costs in this expense category primarily include amounts paid to third-party intermediaries that source the assets of certain share classes of our U.S. mutual funds, ETFs and our international products, such as our Japanese ITMs and SICAVs. These costs were offset entirely by the distribution revenue we earn and report in net revenues: 12b-1 revenue is recognized in administrative, distribution, and servicing fees for the Advisor and R share classes of the U.S. mutual funds and investment advisory fee revenue for our international products and ETFs.

Advertising and promotion costs were $20.8 million in the third quarter of 2024, a decrease of $0.3 million, or 1.4%, compared to the $21.1 million recognized in the 2023 quarter. For the nine months ended September 30, 2024, these costs were $79.4 million, an increase of $9.6 million, or 13.8%, compared to the 2023 period. For the nine months ended September 30, 2024, the increase was primarily driven by higher media spend and increased investment in our brand.

Page 30

Technology, occupancy, and facility costs were $164.0 million in the third quarter of 2024, an increase of $4.3 million, or 2.7%, compared to the $159.7 million recognized in the 2023 quarter. For the nine months ended September 30, 2024, these costs were $474.8 million, an increase of $13.8 million, or 3.0%, compared with the 2023 period. The increases in both periods were primarily related to higher costs from the firm's ongoing investment in its technology capabilities, primarily hosted solution licenses. Specific to the nine months ended comparison, these increases were offset by lower office facility costs, as the 2023 period included the rent cost of two UK facilities until we occupied our new building in the second half of 2023, and the first quarter of 2024 included a non-recurring cost benefit related to the UK facility.

General, administrative, and other expenses were $104.2 million in the third quarter of 2024, an increase of $18.5 million, or 21.6%, compared to the $85.7 million recognized in the 2023 quarter. For the nine months ended September 30, 2024, these costs were $305.5 million, an increase of $12.3 million, or 4.2%, compared with the 2023 period. The increases in both periods were primarily due to a cost recovery recognized in 2023 that didn't recur in 2024, higher professional fees, and higher travel and entertainment. These increases were partially offset by lower research fee expense as the firm changed its approach to paying for research, consistent with regulations and general industry practice.

Change in fair value of contingent consideration. The contingent consideration represents the earnout arrangement related to our acquisition of OHA in which additional purchase price may be due upon satisfying or exceeding certain defined revenue targets. Every reporting period, we record the potential amount due under this arrangement at fair value. For the three months ended September 30, 2024, we recognized a $13.4 million reduction in the liability in 2024 compared to no change in the 2023 period. During the nine months ended September 30, 2024 and 2023, we recognized reductions of the contingent consideration liability of $13.4 million and $72.8 million, respectively. Challenging market conditions have reduced revenue expectations below the defined revenue targets resulting in a reduction of the contingent consideration liability to zero as of September 30, 2024.

Acquisition-related amortization and impairment costs. As part of the purchase accounting for our acquisitions, we identified and separately recognized, at fair value, certain intangible assets. During the three- and nine-month periods ended September 30, 2024, we recognized $51.5 million and $125.3 million, respectively, in amortization and impairments related to the definite and indefinite-lived intangible assets. These amounts include impairment charges of $25.6 million and $59.7 million, respectively, recognized on certain definite and indefinite-lived intangibles as reduced growth expectations reduced their fair value. For the comparable 2023 periods, amortization and impairment costs were of $38.5 million and $93.1 million, respectively. Should conditions that led us to recognize the impairment charges deteriorate further, additional impairments may be recognized in future periods.

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Non-operating income (loss)

Non-operating income for the third quarter of 2024 was $212.5 million compared to $2.8 million in the 2023 quarter. The following table details the components of non-operating income for both the three- and nine-month periods ended September 30, 2024 and 2023.

			Three months ended												Nine months ended
(in millions)			9/30/2024						9/30/2023						9/30/2024						9/30/2023
Net gains (losses) from non-consolidated T. Rowe Price investment products
Cash and discretionary investments
Dividend income			$	37.4					$	30.3					$	98.8					$	76.0
Market-related gains (losses) and equity in earnings (losses)			5.9						2.2						6.2						19.1
Total cash and discretionary investments			43.3						32.5						105.0						95.1
Seed capital investments
Dividend income			0.5						0.3						0.8						1.2
Market-related gains (losses) and equity in earnings (losses)			21.3						(4.5)						60.1						25.0
Net gains (losses) recognized upon deconsolidation			(0.6)						0.7						(0.6)						0.7
Investments used to hedge the supplemental savings plan liability			41.1						(19.7)						105.6						58.6
Total net gains (losses) from non-consolidated T. Rowe Price investment products			105.6						9.3						270.9						180.6
Other investment income			13.4						21.4						47.6						33.1
Net gains (losses) on investments			119.0						30.7						318.5						213.7
Net gains (losses) on consolidated sponsored investment products			85.9						(24.4)						166.7						45.4
Other gains (losses), including foreign currency gains (losses)			7.6						(3.5)						(3.5)						(14.7)
Non-operating income (loss)			$	212.5					$	2.8					$	481.7					$	244.4

Higher investment gains earned by our investment portfolio during the three- and nine-month periods ended September 30, 2024 compared to the 2023 periods were primarily due to overall stronger market returns and higher dividend income over both periods.

The table above includes the net investment income of the underlying portfolios included in the consolidated

sponsored investment products and not just the net investment income related to our ownership interest in the products. The table below shows the impact that the consolidated sponsored investment products had on the individual lines of our unaudited condensed consolidated statements of income and the portion attributable to our interest:

			Three months ended												Nine months ended
(in millions)			9/30/2024						9/30/2023						9/30/2024						9/30/2023
Operating expenses reflected in net operating income			$	(2.4)					$	(1.4)					$	(7.3)					$	(8.8)
Net investment income (loss) reflected in non-operating income			85.9						(24.4)						166.7						45.4
Impact on income before taxes			$	83.5					$	(25.8)					$	159.4					$	36.6
Net income (loss) attributable to our interest in the consolidated T. Rowe Price investment products			$	46.1					$	(11.8)					$	100.5					$	25.6
Net income (loss) attributable to redeemable non-controlling interests (unrelated third-party investors)			37.4						(14.0)						58.9						11.0
			$	83.5					$	(25.8)					$	159.4					$	36.6

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Provision for income taxes

The GAAP effective tax rate for the third quarter of 2024 was 22.5% compared with 24.8% in the third quarter of 2023. These quarterly rates were the result of an overall year-to-date rate of 23.5% for 2024 and 26.1% for 2023. The following table reconciles the statutory federal income tax rate to our effective tax rate on a U.S. GAAP basis for the nine months ended September 30, 2024 and 2023:

									Nine months ended
															9/30/2024						9/30/2023
Statutory U.S. federal income tax rate															21.0		%				21.0		%
State income taxes for current year, net of federal income tax benefits(1)															2.7						3.0
Net (income) losses attributable to redeemable non-controlling interests(2)															(0.6)						(0.2)
Net excess tax benefits from stock-based compensation plans activity															(0.2)						(0.3)
Valuation allowance															0.3						2.7
Other items															0.3						(0.1)
Effective income tax rate															23.5		%				26.1		%

(1) State income tax benefits are reflected in the total benefits for net income attributable to redeemable non-controlling interests and stock-based compensation plans activity.

(2) Net income attributable to redeemable non-controlling interests represents the portion of earnings held in the firm's consolidated investment products, which are not taxable to the firm despite being included in pre-tax income.

The non-GAAP effective tax rate primarily adjusts for the impact of the consolidated investment products, including the net income attributable to the redeemable non-controlling interests. Our non-GAAP effective tax rate was 23.8% in the third quarter of 2024 compared with 24.8% in the third quarter of 2023. Our non-GAAP effective tax rate was 24.1% for the nine months ended September 30, 2024 compared to 26.8% for the 2023 period. The year-to-date 2024 U.S. GAAP and non-GAAP effective tax rates decreased compared to 2023 rates primarily due to lower valuation allowances recognized. In the first nine months of 2023, we recognized a full valuation allowance against all UK-based deferred tax assets recorded at the time.

We currently estimate that our effective tax rate for the full year 2024, on a U.S. GAAP basis, will be in the range of 23.5% to 26.5%. On a non-GAAP basis, the range is 23.5% to 25.5%.

Our effective tax rate will continue to experience volatility in future periods as the tax benefits recognized from stock-based compensation are impacted by market fluctuations in our stock price and the timing of option exercises. The rate also experiences volatility from the remeasurement of the contingent consideration liability, as well as changes in deferred tax asset valuation allowances, primarily in foreign jurisdictions, based on the sufficiency of taxable income in future periods. Our U.S. GAAP rate will also be impacted by changes in the proportion of net income that is attributable to our redeemable non-controlling interests and non-controlling interests reflected in permanent equity.

NON-GAAP INFORMATION AND RECONCILIATION.

We believe the non-GAAP financial measures below provide relevant and meaningful information to investors about our core operating results. These measures have been established in order to increase transparency for the purpose of evaluating our core business, for comparing current results with prior period results, and to enable more appropriate comparison with industry peers. However, non-GAAP financial measures should not be considered a substitute for financial measures calculated in accordance with U.S. GAAP and may be calculated differently by other companies.

Page 33

The following schedules reconcile certain U.S. GAAP financial measures for the three months ended

September 30, 2024 and 2023.

			Three months ended 9/30/2024
			Operating expenses						Net operating income						Non-operating income (loss)						Provision (benefit) for income taxes**(5)**						Net income attributable to T. Rowe Price Group, Inc.						Diluted earnings per share**(6)**
U.S. GAAP Basis (FS line item)			$	1,172.0					$	613.6					$	212.5					$	185.7					$	603.0					$	2.64
Non-GAAP adjustments:
Acquisition-related:
Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs)			13.6						16.9						—						2.3						14.6						0.06
Acquisition-related retention arrangements(1) (Compensation and related costs)			(4.0)						4.0						—						0.5						3.5						0.02
Contingent consideration(1)			13.4						(13.4)						—						(1.8)						(11.6)						(0.05)
Intangible assets amortization and impairments(1)			(51.5)						51.5						—						7.0						44.5						0.19
Total acquisition-related			(28.5)						59.0						—						8.0						51.0						0.22
Supplemental savings plan liability(2) (Compensation and related costs)			(43.4)						43.4						(41.1)						0.3						2.0						0.01
Consolidated T. Rowe Price investment products(3)			(1.1)						2.4						(85.9)						(6.3)						(39.8)						(0.17)
Other non-operating income(4)			—						—						(34.3)						(4.6)						(29.7)						(0.13)
Adjusted Non-GAAP Basis			$	1,099.0					$	718.4					$	51.2					$	183.1					$	586.5					$	2.57

			Three months ended 9/30/2023
			Operating expenses						Net operating income						Non-operating income (loss)						Provision (benefit) for income taxes**(5)**						Net income attributable to T. Rowe Price Group, Inc.						Diluted earnings per share**(6)**
U.S. GAAP Basis (FS line item)			$	1,089.4					$	581.3					$	2.8					$	144.9					$	453.2					$	1.97
Non-GAAP adjustments:
Acquisition-related:
Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs)			10.6						15.2						—						4.6						10.6						0.04
Acquisition-related retention arrangements(1) (Compensation and related costs)			(13.7)						13.7						—						4.2						9.5						0.04
Intangible assets amortization and impairments(1)			(38.5)						38.5						—						11.7						26.8						0.12
Total acquisition-related			(41.6)						67.4						—						20.5						46.9						0.20
Supplemental savings plan liability(2) (Compensation and related costs)			14.2						(14.2)						19.7						1.7						3.8						0.02
Consolidated T. Rowe Price investment products(3)			(0.7)						1.4						24.4						3.6						8.2						0.03
Other non-operating income(4)			—						—						(18.2)						(5.6)						(12.6)						(0.05)
Adjusted Non-GAAP Basis			$	1,061.3					$	635.9					$	28.7					$	165.1					$	499.5					$	2.17

Page 34

The following schedules reconcile certain U.S. GAAP financial measures for the nine months ended September 30, 2024 and 2023.

			Nine months ended 9/30/2024
			Operating expenses						Net operating income						Non-operating income (loss)						Provision (benefit) for income taxes**(5)**						Net income attributable to T. Rowe Price Group, Inc.						Diluted earnings per share**(6)**
U.S. GAAP Basis (FS line item)			$	3,504.2					$	1,764.9					$	481.7					$	527.5					$	1,660.2					$	7.23
Non-GAAP adjustments:
Acquisition-related:
Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs)			29.8						40.0						—						7.8						32.2						0.14
Acquisition-related retention arrangements(1) (Compensation and related costs)			(30.6)						30.6						—						7.2						23.4						0.10
Contingent consideration(1)			13.4						(13.4)						—						(1.8)						(11.6)						(0.05)
Intangible assets amortization and impairments(1)			(125.3)						125.3						—						24.9						100.4						0.44
Total acquisition-related			(112.7)						182.5						—						38.1						144.4						0.63
Supplemental savings plan liability(2) (Compensation and related costs)			(111.0)						111.0						(105.6)						1.2						4.2						0.02
Consolidated T. Rowe Price investment products(3)			(4.3)						7.3						(166.7)						(21.2)						(79.3)						(0.35)
Other non-operating income(4)			—						—						(95.0)						(20.2)						(74.8)						(0.32)
Adjusted Non-GAAP Basis			$	3,276.2					$	2,065.7					$	114.4					$	525.4					$	1,654.7					$	7.21

			Nine months ended 9/30/2023
			Operating expenses						Net operating income						Non-operating income (loss)						Provision (benefit) for income taxes**(5)**						Net income attributable to T. Rowe Price Group, Inc.						Diluted earnings per share**(6)**
U.S. GAAP Basis (FS line item)			$	3,219.5					$	1,599.0					$	244.4					$	481.3					$	1,351.1					$	5.86
Non-GAAP adjustments:
Acquisition-related:
Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs)			20.8						29.6						—						6.2						23.4						0.10
Acquisition-related retention arrangements(1) (Compensation and related costs)			(41.5)						41.5						—						7.2						34.3						0.15
Contingent consideration(1)			72.8						(72.8)						—						(8.0)						(64.8)						(0.28)
Intangible assets amortization and impairments(1)			(93.1)						93.1						—						17.7						75.4						0.33
Total acquisition-related			(41.0)						91.4						—						23.1						68.3						0.30
Supplemental savings plan liability(2) (Compensation and related costs)			(61.3)						61.3						(58.6)						1.4						1.3						0.01
Consolidated T. Rowe Price investment products(3)			(7.2)						8.8						(45.4)						(0.5)						(25.1)						(0.11)
Other non-operating income(4)			—						—						(49.1)						(8.9)						(40.2)						(0.18)
Adjusted Non-GAAP Basis			$	3,110.0					$	1,760.5					$	91.3					$	496.4					$	1,355.4					$	5.88

(1) These non-GAAP adjustments remove the impact of acquisition-related amortization and costs including intangible assets and acquired assets amortization and impairments, contingent consideration liability fair value remeasurements, amortization and impairments of acquired investments and non-controlling interest basis differences, and amortization of compensation-related arrangements. Management believes adjusting for these charges helps the reader's ability to understand our core operating results and to increase comparability period to period.

(2) This non-GAAP adjustment removes the compensation expense impact from market valuation changes in the supplemental savings plan liability and the related net gains (losses) on investments designated as an economic hedge against the related liability. Amounts deferred under the supplemental savings plan are adjusted for appreciation (depreciation) of hypothetical investments chosen by participants. We use T. Rowe Price investment products to economically hedge the exposure to

Page 35

these market movements. Management believes it is useful to offset the non-operating investment income (loss) realized on the economic hedges against the related compensation expense and remove the net impact to help the reader's ability to understand our core operating results and to increase comparability period to period.

(3) These non-GAAP adjustments remove the impact that the consolidated T. Rowe Price investment products have on our U.S. GAAP consolidated statements of income. Specifically, we add back the operating expenses and subtract the investment income of the consolidated T. Rowe Price investment products. The adjustment to operating expenses represents the operating expenses of the consolidated products, net of the elimination of related management and administrative fees. The adjustment to net income attributable to T. Rowe Price Group, Inc. represents the net income of the consolidated products, net of redeemable non-controlling interests. Management believes the consolidated T. Rowe Price investment products may impact the reader’s ability to understand our core operating results.

(4) This non-GAAP adjustment represents the other non-operating income (loss) and the net gains (losses) earned on our investment portfolio that are not designated as economic hedges of the supplemental savings plan liability, and that are not part of the cash and discretionary investment portfolio. We retain in our non-GAAP measures the investment gains recognized on the cash and discretionary investments as these assets and related income (loss) are considered part of our core operations. Management believes adjusting for these non-operating income (loss) items helps the reader’s ability to understand our core operating results and increases comparability to prior years. Additionally, management does not emphasize the impact of the portion of non-operating income (loss) removed when managing and evaluating our performance.

(5) The income tax impacts were calculated in order to achieve an overall year-to-date non-GAAP effective tax rate of 24.1% in 2024 and 26.8% in 2023. As such, the non-GAAP effective tax rate for the three months ended September 30, 2024 and 2023 was 23.8% and 24.8%, respectively.

(6) This non-GAAP measure was calculated by applying the two-class method to adjusted net income attributable to T. Rowe Price Group, Inc. divided by the weighted-average common shares outstanding assuming dilution. The calculation of adjusted net income allocated to common stockholders is as follows:

			Three months ended									Nine months ended
			9/30/2024			9/30/2023						9/30/2024			9/30/2023
Adjusted net income attributable to T. Rowe Price Group, Inc.			$	586.5		$	499.5					$	1,654.7		$	1,355.4
Less: adjusted net income allocated to outstanding restricted stock and stock unit holders			15.0			11.7						44.1			32.8
Adjusted net income allocated to common stockholders			$	571.5		$	487.8					$	1,610.6		$	1,322.6

CAPITAL RESOURCES AND LIQUIDITY.

Sources of Liquidity

We have ample liquidity, including cash and investments in T. Rowe Price products, as follows:

(in millions)			9/30/2024						12/31/2023
Cash and cash equivalents			$	3,173.5					$	2,066.6
Discretionary investments			471.8						463.7
Total cash and discretionary investments			3,645.3						2,530.3
Redeemable seed capital investments			1,379.9						1,370.9
Investments used to hedge the supplemental savings plan liability			969.1						894.6
Total cash and investments in T. Rowe Price products			$	5,994.3					$	4,795.8

Our discretionary investment portfolio is comprised of short duration bond funds, which typically yield higher than money market rates. Our subsidiaries outside the United States held cash and discretionary investments of $771.5 million at September 30, 2024 and $699.0 million at December 31, 2023. Given the availability of our financial resources and cash expected to be generated through future operations, we do not maintain an available external source of additional liquidity.

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Our seed capital investments are redeemable, although we generally expect to be invested for several years for the products to build an investment performance history and until unrelated third-party investors substantially reduce our relative ownership percentage.

The cash and investment presentation on the unaudited condensed consolidated balance sheet is based on the accounting treatment for the cash equivalent or investment item. The following table details how T. Rowe Price Group, Inc.’s interests in cash and investments relate to where they are presented on the unaudited condensed consolidated balance sheet as of September 30, 2024.

(in millions)			Cash and cash equivalents						Investments						Net assets of consolidated T. Rowe Price investment products**(1)**						Total
Cash and discretionary investments			$	3,173.5					$	321.9					$	149.9					$	3,645.3
Seed capital investments			—						493.8						886.1						1,379.9
Investments used to hedge the supplemental savings plan liability			—						969.1						—						969.1
Total cash and investments in T. Rowe Price products attributable to T. Rowe Price Group, Inc.			3,173.5						1,784.8						1,036.0						5,994.3
Investments in affiliated private investment funds(2)			—						785.8						—						785.8
Investments in CLOs			—						88.2						—						88.2
Investment in UTI and other investments			—						307.2						—						307.2
Total cash and investments attributable to T. Rowe Price Group, Inc.			3,173.5						2,966.0						1,036.0						7,175.5
Redeemable non-controlling interests			—						—						763.4						763.4
As reported on unaudited condensed consolidated balance sheet at September 30, 2024			$	3,173.5					$	2,966.0					$	1,799.4					$	7,938.9

(1) The consolidated T. Rowe Price investment products are generally those products we provided seed capital at the time of their formation and we have a controlling interest. These products generally represent U.S. mutual funds, ETFs, and funds regulated outside the U.S. The $1,036.0 million represents the total value at September 30, 2024 of our interest in the consolidated T. Rowe Price investment products. The total net assets of the T. Rowe Price investment products at September 30, 2024 of $1,799.4 million includes assets of $1,857.2 million, less liabilities of $57.8 million as reflected in our unaudited condensed consolidated balance sheets.

(2) Includes $203.4 million of non-controlling interests in consolidated entities and represents the portion of these investments, held by related parties, that we cannot sell in order to obtain cash for general operations.

Our unaudited condensed consolidated balance sheet reflects the cash and cash equivalents, investments, other assets and liabilities of those sponsored investment products we consolidate, as well as redeemable non-controlling interests for the portion of these sponsored investment products that are held by unrelated third-party investors. Although we can redeem our net interest in these sponsored investment products at any time, we cannot directly access or sell the assets held by the products to obtain cash for general operations. Additionally, the assets of these sponsored investment products are not available to our general creditors. Our interest in these sponsored investment products was generally used as initial seed capital and is recategorized as discretionary when it is determined by management that the seed capital is no longer needed. We assess the discretionary investment products and, when we decide to liquidate our interest, we seek to do so in a way as to not impact the product and, ultimately, the unrelated third-party investors.

Uses of Liquidity

We increased our quarterly recurring dividend per common share in February 2024 by 1.6% to $1.24 per common share from $1.22 per common share. Further, we expended $263.7 million in the first nine months of 2024 to repurchase 2.3 million shares of our outstanding common stock, at an average price of $112.30 per share. These dividends and repurchases were expended using existing cash balances and cash generated from operations. While opportunistic in our approach to stock buybacks, we will generally repurchase our common stock over time to offset the dilution created by our equity-based compensation plans.

Since the end of 2021, we have returned nearly $4.5 billion to stockholders through stock repurchases and regular quarterly dividends, as follows:

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(in millions)			Recurring dividend												Stock repurchases						Total cash returned to stockholders
2022			$	1,108.8											$	855.3					$	1,964.1
2023			1,121.9												254.3						1,376.2
Nine months ended 9/30/2024			850.7												263.7						1,114.4
Total			$	3,081.4											$	1,373.3					$	4,454.7

We anticipate property, equipment, software and other capital expenditures, including internal labor capitalization, for the full-year 2024 to be about $460 million of which approximately 60% is planned for technology initiatives with the remaining primarily related to the build out of our new Baltimore headquarters. We expect to fund our anticipated capital expenditures with operating cash flows and other available resources.

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Cash Flows

The following table summarizes the cash flows for the nine months ended September 30, 2024 and 2023, that are attributable to T. Rowe Price Group, Inc., our consolidated sponsored investment products, and the related eliminations required in preparing the statement.

			Nine months ended
			9/30/2024																								9/30/2023
(in millions)			Cash flow attributable to T. Rowe Price Group, Inc.						Cash flow attributable to consolidated sponsored investment products						Elims						As reported						Cash flow attributable to T. Rowe Price Group, Inc.						Cash flow attributable to consolidated sponsored investment products						Elims						As reported
Cash flows from operating activities
Net income (loss)			$	1,660.2					$	159.4					$	(100.5)					$	1,719.1					$	1,351.1					$	36.6					$	(25.6)					$	1,362.1
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation, amortization and impairments of property, equipment and software			188.4						—						—						188.4						181.6						—						—						181.6
Amortization and impairment of acquisition-related assets and retention agreements			196.5						—						—						196.5						165.6						—						—						165.6
Fair value remeasurement of contingent liability			(13.4)						—						—						(13.4)						(72.8)						—						—						(72.8)
Stock-based compensation expense			162.2						—						—						162.2						169.7						—						—						169.7
Net (gains) losses recognized on investments			(432.6)						—						100.5						(332.1)						(326.0)						—						25.6						(300.4)
Total non-cash adjustments			101.1						—						100.5						201.6						118.1						—						25.6						143.7
Net redemptions in sponsored investment products used to economically hedge supplemental savings plan liability			29.8						—						—						29.8						101.3						—						—						101.3
Net change in trading securities held by consolidated sponsored investment products			—						(517.9)						—						(517.9)						—						(779.9)						—						(779.9)
Other changes			548.3						5.7						(19.1)						534.9						546.8						11.8						(9.3)						549.3
Net cash provided by (used in) operating activities			2,339.4						(352.8)						(19.1)						1,967.5						2,117.3						(731.5)						(9.3)						1,376.5
Net cash provided by (used in) investing activities			(143.1)						(15.7)						3.8						(155.0)						(333.3)						(35.6)						407.0						38.1
Net cash provided by (used in) financing activities			(1,089.4)						345.9						15.3						(728.2)						(960.9)						741.4						(397.7)						(617.2)
Effect of exchange rate changes on cash and cash equivalents of consolidated sponsored investment products			—						0.5						—						0.5						—						(1.8)						—						(1.8)
Net change in cash and cash equivalents during period			1,106.9						(22.1)						—						1,084.8						823.1						(27.5)						—						795.6
Cash and cash equivalents at beginning of year			2,066.6						77.2						—						2,143.8						1,755.6						119.1						—						1,874.7
Cash and cash equivalents at end of period			$	3,173.5					$	55.1					$	—					$	3,228.6					$	2,578.7					$	91.6					$	—					$	2,670.3

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Operating Activities

Operating activities attributable to T. Rowe Price Group, Inc. during the first nine months of 2024 provided cash flows of $2,339.4 million, an increase of $222.1 million from $2,117.3 million provided during the 2023 period. The increase was primarily driven by a $309.1 million increase in net income and a $1.5 million increase in cash flows related to timing differences associated with the cash settlement of our assets and liabilities. These increases to operating cash flows were offset in part by a $17.0 million decrease in the add-back for non-cash items as detailed in the table above. Additionally, in 2024, proceeds received from net redemptions of investments that economically hedge our supplemental savings plan liability decreased $71.5 million as compared to the 2023 period. The remaining change in reported cash flows from operating activities was attributable to the net change in trading securities held in our consolidated investment products’ underlying portfolios.

Our interim operating cash flows does not include the cash impact of variable compensation that is accrued throughout the year before being substantially paid out in December.

Investing Activities

Net cash used in investing activities that were attributable to T. Rowe Price Group, Inc. totaled $143.1 million in 2024 compared with $333.3 million in 2023. During 2024, we had net proceeds from the sale of investments of $209.9 million compared to net purchases of investments totaling $72.1 million during the 2023 period. In 2024, we increased our property and equipment expenditures by $84.4 million and other investing activity by $7.4 million compared to the 2023 period. We eliminate our capital in those sponsored investment products we consolidate in preparing our consolidated statements of cash flows. The remaining change in reported cash flows from investing activities of $19.9 million is primarily related to the net cash removed from our unaudited condensed consolidated balance sheet from consolidating and deconsolidating investment products.

Financing Activities

Net cash used in financing activities attributable to T. Rowe Price Group, Inc. totaled $1,089.4 million in 2024 compared with $960.9 million in 2023. During 2024, we used $269.1 million to repurchase 2.3 million shares compared to $151.4 million to repurchase 1.4 million shares in 2023. The $9.0 million increase in dividends paid in 2024 was a result of the 1.6% increase in our quarterly dividend per share over prior year. In addition, cash flows generated from common stock issued under stock compensation plans increased by $2.6 million during 2024 compared to 2023. The remaining change in reported cash flows from financing activities was primarily attributable to a $17.5 million increase in net subscriptions from redeemable non-controlling interest holders of our consolidated investment products during 2024.

CRITICAL ACCOUNTING POLICIES.

The preparation of financial statements often requires the selection of specific accounting methods and policies from among several acceptable alternatives. Further, significant estimates and judgments may be required in selecting and applying those methods and policies in the recognition of the assets and liabilities in our unaudited condensed consolidated balance sheets, the revenues and expenses in our unaudited condensed consolidated statements of income, and the information that is contained in our significant accounting policies and notes to unaudited condensed consolidated financial statements. Making these estimates and judgments requires the analysis of information concerning events that may not yet be complete and of facts and circumstances that may change over time. Accordingly, actual amounts or future results can differ materially from those estimates that we include currently in our unaudited condensed consolidated financial statements, significant accounting policies, and notes.

There have been no material changes in the critical accounting policies previously identified in our 2023 Annual Report on Form 10-K.

NEWLY-ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

See Note 1 - The Company and Basis of Preparation note within Item 1. Financial Statements for a discussion of newly issued but not yet adopted accounting guidance.

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FORWARD-LOOKING INFORMATION.

From time to time, information or statements provided by or on behalf of T. Rowe Price Group, Inc., including those within this report, may contain certain forward-looking information, including information or anticipated information relating to: our revenues, net income, and earnings per share of common stock; changes in the amount and composition of our assets under management; our expense levels; our tax rate; legal or regulatory developments; geopolitical instability; interest rates and currency fluctuations; and our expectations regarding financial markets, future transactions, dividends, stock repurchases, investments, new products and services, capital expenditures, changes in our effective fee rate, and other industry or market conditions. Readers are cautioned that any forward-looking information provided by or on behalf of T. Rowe Price Group, Inc. is not a guarantee of future performance. Actual results may differ materially from those in forward-looking information because of various factors including, but not limited to, those discussed below and in Item 1A, Risk Factors, included in our Form 10-K Annual Report for 2023. Further, forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events.

Our future revenues and results of operations will fluctuate primarily due to changes in the total value and composition of assets under our management. Such changes result from many factors, including, among other things: client-related cash inflows and outflows in our products, performance fees, capital allocation-based income, fluctuations in global financial markets that result in appreciation or depreciation of the assets under our management, our introduction of new investment products, and changes in retirement savings trends relative to participant-directed investments and defined contribution plans.

The ability to attract and retain investors’ assets under our management is dependent on investor sentiment and confidence; the relative investment performance of the T. Rowe Price mutual funds and other managed investment products as compared with competing offerings and market indexes; the ability to maintain our investment management and administrative fees at appropriate levels; the impact of changes in interest rates and inflation; competitive conditions in the mutual fund, asset management, and broader financial services sectors; our level of success in implementing our strategy to expand our business; and our ability to attract and retain key personnel. Our revenues are substantially dependent on fees earned under contracts with the T. Rowe Price funds and could be adversely affected if the independent directors of one or more of the T. Rowe Price funds terminated or significantly altered the terms of the investment management or related administrative services agreements. Non-operating investment income will also fluctuate primarily due to the size of our investments, changes in their market valuations, and any other-than-temporary impairments that may arise or, in the case of our equity method investments, our proportionate share of the investees’ net income.

Our future results are also dependent upon the level of our expenses, which are subject to fluctuation for the following or other reasons: changes in the level of our advertising and promotion expenses in response to market conditions, including our efforts to expand our investment advisory business to investors outside the U.S. and to further penetrate our distribution channels within the U.S.; the pace and level of spending to support key strategic priorities; variations in the level of total compensation expense due to, among other things, bonuses, restricted stock units and other equity grants, other incentive awards, our supplemental savings plan, changes in our employee count and mix, and competitive factors; any goodwill, intangible asset or other asset impairment that may arise; fluctuation in foreign currency exchange rates applicable to the costs of our international operations; expenses and capital costs, such as technology assets, depreciation, amortization, and research and development, incurred to maintain and enhance our administrative and operating services infrastructure; the timing of the assumption of all third party research payments, unanticipated costs that may be incurred to protect investor accounts and the goodwill of our clients; and disruptions of services, including those provided by third parties, such as fund and product recordkeeping, facilities, communications, power, and the mutual fund transfer agent and accounting systems, as a result of extreme events, cyberattacks or otherwise.

Our business is also subject to substantial governmental regulation, and changes in legal, regulatory, accounting, tax, and compliance requirements may have a substantial effect on our operations and results, including, but not limited to, effects on costs that we incur and effects on investor interest in sponsored investment products and investing in general or in particular classes of mutual funds or other investments.

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