e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
Commission File Number: 000-32191
T. ROWE PRICE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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52-2264646 |
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(State of incorporation)
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(IRS Employer Identification No.) |
100 East Pratt Street, Baltimore, Maryland 21202
(Address, including Zip Code, of principal executive offices)
(410) 345-2000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has
been subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer (based on definitions in Rule 12b-2 of the Exchange Act).
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
o Yes þ No
The number of shares outstanding of the issuers common stock ($.20 par value), as of the latest
practicable date, April 23, 2007, is 265,619,772.
The
exhibit index is at Item 6 on page 13.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
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12/31/2006 |
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3/31/2007 |
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ASSETS |
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Cash and cash equivalents |
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$ |
773.0 |
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$ |
911.1 |
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Accounts receivable and accrued revenue |
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223.5 |
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223.2 |
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Investments in sponsored mutual funds |
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554.4 |
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593.2 |
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Debt securities held by savings bank subsidiary |
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126.2 |
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124.8 |
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Other investments |
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81.8 |
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87.0 |
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Property and equipment |
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264.9 |
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278.6 |
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Goodwill and other intangible assets |
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669.4 |
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669.3 |
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Other assets |
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72.1 |
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70.2 |
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Total assets |
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$ |
2,765.3 |
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$ |
2,957.4 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Liabilities |
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Accounts payable and accrued expenses |
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$ |
77.2 |
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$ |
84.8 |
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Accrued compensation and related costs |
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67.5 |
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71.6 |
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Income taxes payable |
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33.9 |
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93.6 |
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Dividends payable |
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45.1 |
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45.2 |
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Customer deposits at savings bank subsidiary |
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114.7 |
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113.4 |
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Total liabilities |
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338.4 |
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408.6 |
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Commitments and contingent liabilities |
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Stockholders equity |
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Preferred stock, undesignated, $.20 par value -
authorized and unissued 20,000,000 shares |
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Common stock, $.20 par value authorized 500,000,000 shares;
issued 264,959,903 shares in 2006 and 265,649,353 shares in
2007 |
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53.0 |
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53.1 |
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Additional capital in excess of par value |
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247.5 |
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|
265.4 |
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Retained earnings |
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|
2,057.1 |
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2,154.8 |
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Accumulated other comprehensive income |
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69.3 |
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75.5 |
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Total stockholders equity |
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2,426.9 |
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2,548.8 |
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$ |
2,765.3 |
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$ |
2,957.4 |
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The accompanying notes are an integral part of these statements. |
Page 2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per-share amounts)
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Three months ended |
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3/31/2006 |
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3/31/2007 |
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Revenues |
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Investment advisory fees |
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$ |
353.9 |
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$ |
425.0 |
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Administrative fees |
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75.2 |
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83.1 |
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Investment income of savings bank subsidiary |
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1.2 |
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1.5 |
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Total revenues |
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430.3 |
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509.6 |
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Interest expense on savings bank deposits |
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1.0 |
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1.2 |
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Net revenues |
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429.3 |
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508.4 |
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Operating expenses |
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Compensation and related costs |
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160.0 |
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184.2 |
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Advertising and promotion |
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28.0 |
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31.8 |
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Depreciation and amortization of property and equipment |
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11.1 |
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13.7 |
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Occupancy and facility costs |
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19.6 |
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21.4 |
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Other operating expenses |
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32.1 |
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38.4 |
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250.8 |
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289.5 |
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Net operating income |
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178.5 |
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218.9 |
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Other investment income |
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7.7 |
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11.8 |
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Credit facility expenses |
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0.1 |
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Net non-operating income |
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7.6 |
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11.8 |
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Income before income taxes |
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186.1 |
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230.7 |
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Provision for income taxes |
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69.4 |
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87.8 |
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Net income |
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$ |
116.7 |
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$ |
142.9 |
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Earnings per share |
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Basic |
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$ |
.44 |
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$ |
.54 |
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Diluted |
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$ |
.42 |
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$ |
.51 |
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Dividends declared per share |
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$ |
.14 |
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$ |
.17 |
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Weighted average shares |
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Outstanding |
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264.0 |
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265.4 |
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Outstanding assuming dilution |
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277.9 |
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279.8 |
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The accompanying notes are an integral part of these statements.
Page 3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
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Three months ended |
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3/31/2006 |
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3/31/2007 |
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Cash flows from operating activities |
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Net income |
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$ |
116.7 |
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$ |
142.9 |
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Adjustments to reconcile net income to net
cash provided by operating activities |
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Depreciation and amortization of property and equipment |
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11.1 |
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13.7 |
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Stock-based compensation expense |
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14.8 |
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16.8 |
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Intangible asset amortization |
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0.1 |
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Other changes in assets and liabilities |
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38.6 |
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68.2 |
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Net cash provided by operating activities |
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181.2 |
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241.7 |
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Cash flows from investing activities |
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Net investments in sponsored mutual funds |
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|
(25.0 |
) |
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|
(29.5 |
) |
Additions to property and equipment |
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|
(21.6 |
) |
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|
(26.9 |
) |
Other investing activity |
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(3.2 |
) |
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(4.4 |
) |
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Net cash used in investing activities |
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|
(49.8 |
) |
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(60.8 |
) |
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Cash flows from financing activities |
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Repurchases of common stock |
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(23.2 |
) |
Stock options exercised |
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|
33.6 |
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26.8 |
|
Dividends paid to stockholders |
|
|
(36.9 |
) |
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|
(45.1 |
) |
Change in savings bank subsidiary deposits |
|
|
1.6 |
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|
(1.3 |
) |
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|
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Net cash used in financing activities |
|
|
(1.7 |
) |
|
|
(42.8 |
) |
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|
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|
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Cash and cash equivalents |
|
|
|
|
|
|
|
|
Net increase during period |
|
|
129.7 |
|
|
|
138.1 |
|
At beginning of year |
|
|
803.6 |
|
|
|
773.0 |
|
|
|
|
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|
At end of period |
|
$ |
933.3 |
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|
$ |
911.1 |
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|
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|
The accompanying notes are an integral part of these statements.
Page 4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(dollars in millions)
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Additional capital |
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Accumulated other |
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in excess of par |
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|
comprehensive |
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Total stockholders' |
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Common stock |
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value |
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|
Retained earnings |
|
|
income |
|
|
equity |
|
Balances at December 31, 2006, 264,959,903 common shares |
|
$ |
53.0 |
|
|
$ |
247.5 |
|
|
$ |
2,057.1 |
|
|
$ |
69.3 |
|
|
$ |
2,426.9 |
|
Common shares issued under stock-based compensation plans |
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1,000 restricted common shares issued |
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|
.0 |
|
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|
.0 |
|
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|
|
|
|
|
|
|
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|
.0 |
|
1,245,932 common shares upon option exercises |
|
|
.2 |
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|
27.0 |
|
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|
|
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|
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|
27.2 |
|
4,000 restricted common shares forfeited |
|
|
.0 |
|
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|
.0 |
|
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|
.0 |
|
|
|
|
|
|
|
.0 |
|
553,482 common shares repurchased |
|
|
(.1 |
) |
|
|
(25.9 |
) |
|
|
|
|
|
|
|
|
|
|
(26.0 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
142.9 |
|
|
|
|
|
|
|
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|
Change in unrealized security holding gains, net of taxes |
|
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|
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|
|
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|
|
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|
6.2 |
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Total comprehensive income |
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
149.1 |
|
Stock-based compensation expense |
|
|
|
|
|
|
16.8 |
|
|
|
|
|
|
|
|
|
|
|
16.8 |
|
Dividends declared |
|
|
|
|
|
|
|
|
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|
(45.2 |
) |
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|
(45.2 |
) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at March 31, 2007, 265,649,353 common shares |
|
$ |
53.1 |
|
|
$ |
265.4 |
|
|
$ |
2,154.8 |
|
|
$ |
75.5 |
|
|
$ |
2,548.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
The accompanying notes are an integral part of these statements.
Page 5
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 THE COMPANY AND BASIS OF PREPARATION.
T. Rowe Price Group derives its consolidated revenues and net income primarily from investment
advisory services that its subsidiaries provide to individual and institutional investors in the
sponsored T. Rowe Price mutual funds and other investment portfolios. We also provide our
investment advisory clients with related administrative services, including mutual fund transfer
agent, accounting and shareholder services; participant recordkeeping and transfer agent services
for defined contribution retirement plans; discount brokerage; and trust services. While investors
that we serve are primarily domiciled in the United States of America, investment advisory clients
outside the United States account for more than 7% of our assets under management at March 31,
2007.
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.
These unaudited condensed consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States and reflect all adjustments which
are, in the opinion of management, necessary to a fair statement of our results for the interim
periods presented. All such adjustments are of a normal recurring nature.
The unaudited interim financial information contained in these condensed consolidated financial
statements should be read in conjunction with the consolidated financial statements contained in
our 2006 Annual Report.
NOTE 2 INFORMATION ABOUT RECEIVABLES, REVENUES, AND SERVICES.
Accounts receivable from our sponsored mutual funds for advisory fees and advisory-related
administrative services aggregate $122.9 million at December 31, 2006 and $128.1 million at March
31, 2007.
Revenues (in millions) from advisory services provided under agreements with our sponsored mutual
funds and other investment clients include:
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|
Three months ended |
|
|
|
3/31/2006 |
|
|
3/31/2007 |
|
Sponsored mutual funds in the U.S. |
|
|
|
|
|
|
|
|
Stock and blended asset |
|
$ |
222.9 |
|
|
$ |
263.2 |
|
Bond and money market |
|
|
36.2 |
|
|
|
42.6 |
|
|
|
|
|
|
|
|
|
|
|
259.1 |
|
|
|
305.8 |
|
Other portfolios |
|
|
94.8 |
|
|
|
119.2 |
|
|
|
|
|
|
|
|
Total investment advisory fees |
|
$ |
353.9 |
|
|
$ |
425.0 |
|
|
|
|
|
|
|
|
The following table summarizes the various investment portfolios and assets under management (in
billions) on which advisory fees are earned.
|
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|
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|
|
|
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|
|
|
Average during |
|
|
|
|
|
|
|
|
|
the first quarter |
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
|
12/31/2006 |
|
|
3/31/2007 |
|
Sponsored mutual funds in the U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock and blended asset |
|
$ |
146.4 |
|
|
$ |
174.6 |
|
|
$ |
168.5 |
|
|
$ |
178.6 |
|
Bond and money market |
|
|
33.1 |
|
|
|
39.0 |
|
|
|
38.0 |
|
|
|
40.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179.5 |
|
|
|
213.6 |
|
|
|
206.5 |
|
|
|
218.8 |
|
Other portfolios |
|
|
102.5 |
|
|
|
130.0 |
|
|
|
128.2 |
|
|
|
131.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
282.0 |
|
|
$ |
343.6 |
|
|
$ |
334.7 |
|
|
$ |
349.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First quarter fees for advisory-related administrative services provided to our sponsored mutual
funds were $58.5 million in 2006 and $66.0 million in 2007.
Page 6
NOTE 3 STOCK-BASED COMPENSATION.
The following table summarizes the status of and changes in our stock option grants during the
first quarter of 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
average |
|
|
|
|
|
|
exercise |
|
|
Options |
|
price |
Outstanding at beginning of 2007 |
|
|
43,770,758 |
|
|
$ |
25.97 |
|
New hire grants |
|
|
28,000 |
|
|
$ |
46.84 |
|
Reload grants |
|
|
198,411 |
|
|
$ |
47.17 |
|
Exercised |
|
|
(1,748,037 |
) |
|
$ |
21.07 |
|
Forfeited or cancelled |
|
|
(330,600 |
) |
|
$ |
32.23 |
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2007 |
|
|
41,918,532 |
|
|
$ |
26.24 |
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2007 |
|
|
24,303,012 |
|
|
$ |
20.79 |
|
|
|
|
|
|
|
|
|
|
The following table summarizes the status of and changes in our nonvested restricted shares and
restricted stock units during the first quarter of 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Restricted |
|
average |
|
|
Restricted |
|
stock |
|
grant-date |
|
|
shares |
|
units |
|
fair value |
Nonvested at beginning of 2007 |
|
|
104,500 |
|
|
|
36,000 |
|
|
$ |
43.01 |
|
Granted |
|
|
1,000 |
|
|
|
25,000 |
|
|
$ |
48.26 |
|
Forfeited |
|
|
(4,000 |
) |
|
|
|
|
|
$ |
42.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2007 |
|
|
101,500 |
|
|
|
61,000 |
|
|
$ |
43.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table (in millions) presents the compensation expense to
be recognized over the separate vesting periods of the 17,615,520 nonvested options and 162,500 restricted shares and
restricted stock units outstanding at March 31, 2007. Estimated future compensation expense will
change to reflect future option grants, including reloads; future awards of unrestricted shares,
restricted shares, and restricted stock units; changes in estimated forfeitures; and adjustments
for actual forfeitures.
|
|
|
|
|
Second quarter 2007 |
|
$ |
15.8 |
|
Third quarter 2007 |
|
|
15.7 |
|
Fourth quarter 2007 |
|
|
11.6 |
|
2008 through 2011 |
|
|
61.3 |
|
|
|
|
|
Total |
|
$ |
104.4 |
|
|
|
|
|
NOTE 4 INCOME TAXES.
The January 1, 2007 adoption of FASB Interpretation 48, Accounting for Uncertainty in Income Taxes,
did not affect our financial position. Our liability at the date of adoption for unrecognized tax
benefits was $3.0 million. If recognized, this amount would affect our effective tax rate;
however, we do not expect that these unrecognized tax benefits will significantly change this year.
Our United States federal tax obligations have been settled through the year 2000. Our accounting
policy with respect to interest and penalties arising from income tax settlements is to recognize
them as part of our provision for income taxes. Net interest recoverable of $1.8 million was
accrued as of January 1, 2007.
NOTE 5 COMMON SHARE REPURCHASES.
At March 31, 2007, accounts payable and accrued expenses includes $2.8 million representing the
unsettled liability for common stock repurchases made on the last three business days of March.
During the first five business days of April 2007, we repurchased 130,000 common shares for $6.3
million.
Page 7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
T. Rowe Price Group, Inc.:
We have reviewed the condensed consolidated balance sheet of T. Rowe Price Group, Inc. and
subsidiaries as of March 31, 2007, the related condensed consolidated statements of income and cash
flows for the three-month periods ended March 31, 2006 and 2007, and the related condensed
consolidated statement of stockholders equity for the three-month period ended March 31, 2007.
These condensed consolidated financial statements are the responsibility of the Companys
management.
We conducted our reviews in accordance with the standards of the Public Company Accounting
Oversight Board (United States). A review of 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 Public Company Accounting Oversight Board (United States), 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.
Based on our reviews, we are not aware of any material modifications that should be made to the
condensed consolidated financial statements referred to above for them to be in conformity with
U.S. generally accepted accounting principles.
We have previously audited, in accordance with standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheet of T. Rowe Price Group, Inc. and subsidiaries
as of December 31, 2006, and the related consolidated statements of income, cash flows, and
stockholders equity for the year then ended (not presented herein); and in our report dated
February 7, 2007, 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, 2006, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
/s/ KPMG LLP
Baltimore, Maryland
April 24, 2007
Page 8
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
GENERAL.
Our revenues and net income are derived primarily from investment advisory services provided to
individual and institutional investors in our sponsored mutual funds and other managed investment
portfolios. Investment advisory clients outside the United States account for more than 7% of our
assets under management at March 31, 2007.
We manage a broad range of U.S. and international stock, bond, and money market mutual funds and
other investment portfolios which meet the varied needs and objectives of individual and
institutional investors. Investment advisory revenues depend largely on the total value and
composition of assets under our management. Accordingly, fluctuations in financial markets and in
the composition of assets under management impact our revenues and results of operations.
The equity markets in the United States began 2007 by continuing their upward trend that had
started in August 2006 when the Federal Reserve discontinued its series of interest rate increases.
In February, weak economic data and a sharp decline in the values of Chinese equities turned the
years early market gains to losses. The markets rebounded slightly before falling off again at
the end of the quarter. Uncertainty about the U.S. economy including concerns about rising
energy costs, effects of the continuing housing market downturn, and sub-prime mortgage defaults -
led investors to be cautious about corporate earnings growth and near-term financial market
prospects. Overall, the broad financial market results for the first quarter of 2007 were modest
total return for the NASDAQ was .3% and for the S&P 500 was .6%.
Outside the U.S., stocks in several European markets helped the markets in developed countries
outperform those of the emerging world markets where Latin America performed much better than other
developing regions. On a broad basis, the MSCI EAFE (Europe, Australasia and Far East) Index
returned 4.15%.
The yield for 10-year U.S. Treasuries was 4.65% at the end of the first quarter of 2007, down from
4.71% at the end of 2006. The yield curve remained inverted at the end of March 2007 with the
six-month and one-year maturities yielding 41 and 25 basis points more, respectively, than the
10-year Treasuries. The Federal Reserve target short-term rate of 5.25% remained unchanged from
June 2006, and expectations of a near-term easing of monetary policy diminished as the inflation
outlook deteriorated somewhat.
In this financial environment, total assets under our management ended the first quarter of 2007 at
a record $349.9 billion, up 4.5% or $15.2 billion during the quarter. Our strong relative
investment performance and brand awareness contributed significantly to investors entrusting net
inflows of $9.6 billion to our management. Higher market valuations and income added $5.6 billion
to our assets under management in 2007.
Assets under management at March 31, 2007, include $279.8 billion in equity and blended asset
investment portfolios and $70.1 billion in fixed income
investment portfolios. The underlying investment portfolios consist of $218.8 billion in the T. Rowe Price mutual funds distributed in
the United States and $131.1 billion in other investment portfolios that we manage, including
separately managed accounts, sub-advised funds, and other sponsored investment funds offered to
investors outside the U.S. and through variable annuity life insurance plans.
RESULTS OF OPERATIONS Three months ended March 31, 2007 versus 2006.
Investment advisory revenues were up 20%, or $71.1 million, to $425.0 million because our average
assets under our management increased $61.6 billion to $343.6 billion. The average fee rate earned
on our assets under management was 50.2 basis points in the 2007 quarter, virtually unchanged from
the 50.3 basis points earned during the year 2006. Assets under our management are $349.9 billion
at March 31, 2007, up nearly 2% from the average during the 2007 first quarter.
Net revenues increased 18%, or $79.1 million, to $508.4 million. Operating expenses were $289.5
million in the first quarter of 2007, up $38.7 million from the 2006 first quarter. Overall, net
operating income for the first quarter of 2007 increased $40.4 million, or nearly 23%, to $218.9
million. Our operating margin was 43.1%, down slightly from 43.4% for the 2006 year.
Net income increased $26.2 million, or 22%, to $142.9 million for the 2007 quarter, driving
diluted earnings per share up 21% from $.42 to $.51.
Page 9
Investment advisory revenues earned from the T. Rowe Price mutual funds distributed in the United
States increased 18%, or $46.7 million, to $305.8 million. Average mutual fund assets were $213.6
billion in the first quarter of 2007, an increase of 19% over the 2006 first quarter average.
Mutual fund assets at March 31, 2007 were $218.8 billion, up $12.3 billion during the first three
months of 2007. Fund assets increased across all distribution channels, with the largest increase
sourced from third-party financial intermediaries.
Net inflows to the mutual funds were nearly $8.4 billion during the first quarter of 2007,
including $2.8 billion that originated in our target-date Retirement Funds. Our U.S. stock and
blended asset funds had net inflows of $5.7 billion, our bond funds added $1.3 billion, our
international stock funds added $1.0 billion, and our money market funds added $.4 billion. The
Growth Stock Fund added $2.3 billion of net investments while the Value, Capital Appreciation,
Equity Index 500, and New Income funds combined to also account for net inflows of $2.3 billion.
Each of these funds added more than $.5 billion. Higher market valuations and income increased
fund assets by $3.9 billion.
Investment advisory revenues earned on the other investment portfolios that we manage increased
$24.4 million, or nearly 26%, to $119.2 million. Average assets in these portfolios were $130.0
billion the first quarter of 2007, up 27% from the comparable first quarter 2006 average.
Quarter-end assets totaled $131.1 billion, an increase of $2.9 billion during the first three
months of 2007. Net inflows, primarily from U.S. and international institutional investors, were
$1.2 billion and market gains and income added $1.7 billion.
Administrative fees increased $7.9 million to $83.1 million. The change in these
revenues includes $1.9 million from 12b-1 distribution fees received on greater assets under management in
the Advisor and R classes of our sponsored mutual fund shares. The balance of the increase is
primarily attributable to our mutual fund servicing activities and defined contribution plan
recordkeeping services for the mutual funds and their investors. The change in administrative fees
is generally offset by similar changes in related operating expenses that we incur to distribute
the Advisor and R classes of mutual fund shares through third party financial intermediaries and to
provide the services to the funds and their investors.
Our largest expense, compensation and related costs, increased $24.2 million or 15% over the
comparable 2006 quarter. The largest part of the increase is attributable to nearly $9 million of
salary expense that results from an increase in our average staff size by nearly 7% coupled with an
increase of our associates base salaries. At March 31, 2007, we employed 4,765 associates, up
3.5% from the beginning of 2007, primarily to handle increased volume-related activities and other
growth. The 2007 results also include an $8 million increase to our interim bonus compensation
accrual, which is based on projected operating results for 2007 that consider our strong relative
and risk-adjusted investment performance, our growth in assets under management including new
investor inflows, and the high quality of our investor services. Other employee benefits and
employment expenses, including $1.9 million of higher stock-based compensation, account for the
remainder of the increase in our compensation and related costs in the 2007 quarter.
Advertising and promotion expenditures increased $3.8 million in response to investor interest. We
expect our advertising and promotion expenditures for the second quarter and full year 2007 will
each be up about 10% versus comparable 2006 spending.
Other operating expenses were up $6.3 million, including $1.9 million of higher distribution
expenses recognized on greater assets under management sourced from financial intermediaries that
distribute our Advisor and R classes of mutual fund shares. These distribution costs are offset by
an equal increase in our administrative revenues recognized from the 12b-1 fees discussed above.
Our net non-operating income, which includes interest income as well as the recognition of
investment gains and losses, increased $4.2 million to $11.8 million. Larger money market mutual
fund balances at higher interest rates added $2.5 million of the increase.
The first quarter 2007 provision for income taxes as a percentage of pretax income has been
recognized using an estimated 38.1% rate, down slightly from 38.3% for the year 2006 when our
provision included additional amounts for the anticipated settlement of prior years taxes. A
higher anticipated effective state income tax rate has pushed our current estimate for the full
year 2007 to 38.0%, up from our prior estimate of 37.7%.
CAPITAL RESOURCES AND LIQUIDITY.
Operating activities during the first quarter of 2006 provided cash flows of $241.7 million, up
$60.5 million from the 2006 period, including increased net income of $26.2 million and non-cash
depreciation, amortization and stock-based compensation expense of $4.7 million.
Increased timing differences in the cash settlements of our assets and liabilities added $29.6
million, including $14.1 million of larger estimated income tax payments for the first quarter not
payable until April. Our interim operating cash outflows do not include 2007 bonus compensation
that is accrued throughout the year before being substantially paid out in December.
Net cash used in investing activities totaled $60.8 million, up $11.0 million from the 2006 period.
Our investments in mutual funds and other holdings made from our larger available cash balances
were $5.7 million more than in the 2006 quarter. Capital spending for property and equipment was
$5.3 million more than in the 2006 period. Our anticipated capital expenditures for property and
equipment in 2007 are expected to be about $145 million, down from our prior estimate of $170
million, but up $50 million from 2006.
Net cash used in financing activities was $42.8 million in the 2007 quarter, up $41.1 million from
the comparable 2006 period. During the first quarter of 2007, we expended $23.2 million for common
stock repurchases whereas no repurchases were made during the 2006 first quarter. Our increased
quarterly dividend to stockholders resulted in additional outflows of $8.2 million in the 2007
quarter.
Page 10
FORWARD-LOOKING INFORMATION.
From time to time, information or statements provided by or on behalf of T. Rowe Price, including
those within this report, may contain certain forward-looking information, including information or
anticipated information relating to changes in our revenues and net income, changes in the amount
and composition of our assets under management, our expense levels, and our expectations regarding
financial markets and other conditions. Readers are cautioned that any forward-looking information
provided by or on behalf of T. Rowe Price 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 of our 2006 Form 10-K Annual
Report under the caption Risk Factors. 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: cash inflows and outflows in the T. Rowe Price mutual funds and
other managed investment portfolios; fluctuations in the financial markets around the world that
result in appreciation or depreciation of the assets under our management; our introduction of new
mutual funds and investment portfolios; 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 Price mutual funds and other managed investment portfolios
as compared to competing offerings and market indexes; the ability to maintain our investment
management and administrative fees at appropriate levels; competitive conditions in the mutual
fund, asset management, and broader financial services sectors; and
our level of success in implementing our strategy to expand our business. Our revenues are substantially
dependent on fees earned under contracts with the Price funds and could be adversely affected if
the independent directors of one or more of the Price funds terminated or significantly altered the
terms of the investment management or related administrative services agreements.
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 expenses in
response to market conditions, including our efforts to expand our investment advisory business to
investors outside the United States and to further penetrate our distribution channels within the
United States; variations in the level of total compensation expense due to, among other things,
bonuses, stock option grants, stock awards, changes in our employee count and mix, and competitive
factors; any goodwill 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; 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 facilities, communications, power, and
the mutual fund transfer agent and accounting systems.
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 mutual funds and investing in general, or in particular classes of mutual
funds or other investments.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There has been no material change in the information provided in Item 7A of the Form 10-K Annual
Report for 2006.
Item 4. Controls and Procedures.
Our management, including our principal executive and principal financial officers, has evaluated
the effectiveness of our disclosure controls and procedures as of March 31, 2007. Based on that
evaluation, our principal executive and principal financial officers have concluded that our
disclosure controls and procedures as of March 31, 2007, are effective at the reasonable assurance
level to ensure that the information required to be disclosed by us in the reports that we file or
submit under the Securities Exchange Act of 1934, including this Form 10-Q report, is recorded,
processed, summarized and reported, within the time periods specified in the Securities and
Exchange Commissions rules and forms, and to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is accumulated and communicated to
our management, including our principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.
Our management, including our principal executive and principal financial
officers, has evaluated any change in our internal control over financial reporting that occurred during the
first quarter of 2007, and has concluded that there was no change during the first quarter of 2007
that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
Page 11
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
In September 2003, a purported class action (T.K. Parthasarathy, et al., including Woodbury, v. T.
Rowe Price International Funds, Inc., et al.) was filed in the Circuit Court, Third Judicial
Circuit, Madison County, Illinois, against T. Rowe Price International and the T. Rowe Price
International Funds with respect to the T. Rowe Price International Stock Fund. The basic
allegations in the case were that the T. Rowe Price defendants did not make appropriate price
adjustments to the foreign securities owned by the T. Rowe Price International Stock Fund prior to
calculating the Funds daily share prices, thereby allegedly enabling market timing traders to
trade the Funds shares in such a way as to disadvantage long-term investors. Following three
years of procedural litigation in State and Federal courts, this case is currently lodged in
Federal court, where a motion to remand to State court is pending. As a result of the Supreme
Courts ruling in the Dabit case holding that actions such as this one are barred by a federal
preemption statute and may not be maintained as class actions under state law, it seems clear that,
substantively, class actions such as this one may not be maintained in either federal court or
state court. In the opinion of management, after consultation with counsel, the likelihood of an
adverse determination in this matter that would have a material adverse effect on our financial
position or results of operations is remote.
Item 1A. Risk Factors.
There has been no material change in the information provided in Item 1A of our Form 10-K Annual
Report for 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(c) |
|
Recent repurchase activity conducted pursuant to the Board of Directors 2003 authorization
(as increased by 15,000,000 shares on February 15, 2007) follows. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Maximum Number of |
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased as |
|
|
Shares that May Yet |
|
|
|
Total Number of |
|
|
Average Price Paid |
|
|
Part of Publicly |
|
|
Be Purchased Under |
|
Period |
|
Shares Purchased |
|
|
per Share |
|
|
Announced Programs |
|
|
the Programs |
|
January 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,790,868 |
|
February 2007 |
|
|
100,000 |
|
|
$ |
48.09 |
|
|
|
100,000 |
|
|
|
18,690,868 |
|
March 2007 |
|
|
453,482 |
|
|
|
46.67 |
|
|
|
453,482 |
|
|
|
18,237,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
553,482 |
|
|
$ |
46.93 |
|
|
|
553,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of our stockholders was held on April 12, 2007. The proxy statement and
solicitation pertaining to this meeting were previously filed with the Commission. Shares eligible
to vote were 265,650,486 at the record date of February 12, 2007.
The nine nominees for the Board of Directors were elected to serve until the next annual meeting of
directors or until their respective successors are elected and qualify. The tabulation of votes
was:
|
|
|
|
|
|
|
|
|
Nominee |
|
For |
|
Withheld |
Edward C. Bernard |
|
|
235,138,923 |
|
|
|
9,178,642 |
|
James T. Brady |
|
|
240,174,323 |
|
|
|
4,143,242 |
|
J. Alfred Broaddus, Jr. |
|
|
240,584,303 |
|
|
|
3,733,262 |
|
Donald B. Hebb, Jr. |
|
|
225,728,149 |
|
|
|
18,589,416 |
|
James A.C. Kennedy |
|
|
236,418,869 |
|
|
|
7,898,696 |
|
Brian C. Rogers |
|
|
235,154,669 |
|
|
|
9,162,896 |
|
Dr. Alfred Sommer |
|
|
240,582,737 |
|
|
|
3,734,828 |
|
Dwight S. Taylor |
|
|
240,599,099 |
|
|
|
3,718,466 |
|
Anne Marie Whittemore |
|
|
223,169,900 |
|
|
|
21,147,665 |
|
The 2007 Non-Employee Director Equity Plan was approved by a vote of 157,422,331 for; 43,823,553
against; and 2,636,794 abstentions. Broker non-votes were 40,434,887. The appointment of KPMG LLP
as the companys independent registered public accounting firm for 2007 was approved by a vote of
237,010,060 for; 5,541,209 against; and 1,766,296 abstentions.
Page 12
Item 5. Other Information.
On April 25, 2007, we issued a press release reporting our results of operations for the first
quarter of 2007. A copy of this press release is furnished herewith as Exhibit 99. The
information in this Item 5 and in Exhibit 99 shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933.
Item 6. Exhibits.
The following exhibits required by Item 601 of Regulation S-K are furnished herewith.
|
|
|
3(i)
|
|
Amended and Restated Charter of T. Rowe Price Group, Inc. as of March 9, 2001. (Incorporated
by reference from Form 10-K for 2000; Accession No. 0001113169-01-000003.) |
|
|
|
3(ii)
|
|
Amended and Restated By-Laws of T. Rowe Price Group, Inc. as of December 12, 2002.
(Incorporated by reference from Form 10-K for 2002; Accession No. 0000950133-03-000699.) |
|
|
|
10.03
|
|
Transfer Agency and Service Agreement dated as of January 1, 2007, between T. Rowe Price
Services, Inc. and the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS;
Accession No. 0000871839-07-000078.) |
|
|
|
10.04
|
|
Agreement dated January 1, 2007, between T. Rowe Price Retirement Plan Services, Inc. and
certain of the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS; Accession
No. 0000871839-07-000078.) |
|
|
|
10.08
|
|
Schedule of Non-Employee Director Compensation. |
|
|
|
10.19
|
|
2007 Non-Employee Director Equity Plan. (Incorporated by reference from Form DEF 14A;
Accession No. 0001113169-07-000018.) |
|
|
|
10.20
|
|
Form of option agreement available for awards issued under the 2007 Non-Employee Director
Equity Plan (Incorporated by reference from Form S-8; Accession No. 0000950133-07-001664.) |
|
|
|
10.21
|
|
Form of restricted stock agreement available for awards issued under the 2007 Non-Employee
Director Equity Plan (Incorporated by reference from Form S-8; Accession No.
0000950133-07-001664.) |
|
|
|
10.22
|
|
Form of restricted stock units agreement available for awards issued under the 2007
Non-Employee Director Equity Plan (Incorporated by reference from Form S-8; Accession No.
0000950133-07-001664.) |
|
|
|
15
|
|
Letter from KPMG LLP, independent registered public accounting firm, re unaudited interim
financial information. |
|
|
|
31(i).1
|
|
Rule 13a-14(a) Certification of Principal Executive Officer. |
|
|
|
31(i).2
|
|
Rule 13a-14(a) Certification of Principal Financial Officer. |
|
|
|
32
|
|
Section 1350 Certifications. |
|
|
|
99
|
|
Press release issued April 25, 2007 reporting our results of operations for the first quarter
of 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized on
April 25, 2007.
|
|
|
|
|
T. Rowe Price Group, Inc.
|
|
|
/s/ Kenneth V. Moreland
|
|
|
Vice President and Chief Financial Officer |
|
|
|
|
|
|
Page 13
exv10w08
Exhibit 10.08
T. Rowe Price Group, Inc.
Schedule of Non-Employee Director Compensation
As amended April 12, 2007
Cash fees are paid semiannually, on the last business days of June and December, or at the
beginning of the following year if payment is deferred pursuant to the Outside Directors Deferred
Compensation Plan.
|
|
|
|
|
Annual Retainer Fee |
|
$ |
75,000 |
|
Committee Meeting Fees, per meeting |
|
$ |
1,500 |
|
Committee Annual Retainer Fees: |
|
|
|
|
Audit Committee Chairperson |
|
$ |
10,000 |
|
Audit Committee Member |
|
$ |
5,000 |
|
Executive Compensation Committee Chairperson |
|
$ |
5,000 |
|
Nominating and Corporate Governance Committee Chairperson |
|
$ |
5,000 |
|
Under our 2007 Non-Employee Director Equity Plan, each non-employee director is entitled to make
certain elections regarding the form of his or her equity compensation.
|
|
|
Event |
|
Non-Employee
Directors Alternatives |
|
|
|
Initial election or appointment
to the Board
|
|
4,000 restricted shares or
4,000 stock units |
|
|
|
Semiannual grants
|
|
4,000 options or
1,200 restricted shares or
1,200 stock units |
The initial grant will be made at the close of business on the first business day after the first
regular meeting of our Board of Directors held on or after that directors election or appointment.
Semiannual grants will be made as of the close of business on the third business day after our
earnings release for the first and third fiscal quarters of each year. Non-employee directors will
not be entitled to semiannual grants in the calendar year in which they receive an initial grant.
All awards will be subject to adjustment by our Nominating and Corporate Governance Committee and
upon certain capitalization and change-in-control events.
Options
All options will have an exercise price per share equal to the fair market value per share of our
common stock on the grant date, and will vest one year after the grant date or, if earlier, upon
the directors death. Unvested options will terminate when the non-employee director ceases to be
a member of the Board for any reason other than death. Vested options will terminate 10 years
after the grant date or, if earlier, five years after the director leaves the Board for any reason.
Restricted Shares
Restricted shares vest and generally become transferable one year after the grant date if the
non-employee director is then a member of our Board or, if earlier, upon the directors death. All
regular cash dividends payable with respect to restricted shares will be paid in cash directly to
the non-employee director even if the restricted shares remain unvested. If and when a
non-employee director ceases to be a member of the Board for any reason other than death, all
unvested restricted shares will be forfeited to the company without consideration.
Stock Units
Stock units vest one year after the grant date if the non-employee director is then a member of the
Board or, if earlier, upon the directors death. If and when the non-employee director ceases to
be a member of the Board for any reason other than death, all unvested stock units will be
forfeited to the company without consideration. All vested stock units will be settled upon
separation from service, as defined by Section 409A of the Internal Revenue Code. If and when we
declare a cash dividend payable to our common stockholders, non-employee directors holding stock
units will be credited with additional, vested stock units equal to the number of shares of our
common stock that could be purchased on the dividend payment date with the aggregate amount of
dividends that would have been received if the stock units had been outstanding shares.
exv15
Exhibit 15
Letter from KPMG LLP, independent registered public accounting firm,
re unaudited interim financial information
T. Rowe Price Group, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Re: Registration Statements on Form S-8: No. 33-7012, No. 33-72568, No. 33-58749, No. 333-20333,
No. 333-90967, No. 333-59714, No. 333-120882, No. 333-120883 and No. 333-142092
With respect to the subject registration statements, we acknowledge our awareness of the use
therein of our report dated April 24, 2007 related to our review of interim financial information.
Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part
of a registration statement prepared or certified by an independent registered public accounting
firm, or a report prepared or certified by an independent registered public accounting firm within
the meaning of sections 7 and 11 of the Act.
|
|
|
|
|
|
|
|
/s/ KPMG LLP
|
|
|
|
Baltimore, Maryland |
|
|
April 24, 2007 |
|
|
exv31wxiyw1
Exhibit 31(i).1
Rule 13a-14(a) Certification of Principal Executive Officer
I, James A. C. Kennedy, certify that:
1. |
|
I have reviewed this Form 10-Q Quarterly Report for the quarterly period ended March 31, 2007
of T. Rowe Price Group, Inc.; |
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
3. |
|
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
4. |
|
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
5. |
|
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
April 24, 2007
|
|
|
|
|
|
|
|
/s/ James A.C. Kennedy
|
|
|
Chief Executive Officer and President |
|
|
|
|
|
exv31wxiyw2
Exhibit 31(i).2
Rule 13a-14(a) Certification of Principal Financial Officer
I, Kenneth V. Moreland, certify that:
1. |
|
I have reviewed this Form 10-Q Quarterly Report for the quarterly period ended March 31, 2007
of T. Rowe Price Group, Inc.; |
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
3. |
|
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
4. |
|
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
5. |
|
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
April 24, 2007
|
|
|
|
|
|
|
|
/s/ Kenneth V. Moreland
|
|
|
Vice President and Chief Financial Officer |
|
|
|
|
|
exv32
Exhibit 32
Section 1350 Certifications
We certify, to the best of our knowledge, based upon a review of the Form 10-Q Quarterly Report for
the quarterly period ended March 31, 2007 of T. Rowe Price Group, Inc., that:
(1) The Form 10-Q Quarterly Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Form 10-Q Quarterly Report fairly presents, in all material
respects, the financial condition and results of operations of T. Rowe Price Group, Inc.
April 24, 2007
|
|
|
|
|
|
|
|
/s/ James A.C. Kennedy
|
|
|
Chief Executive Officer and President |
|
|
|
|
|
/s/ Kenneth V. Moreland
|
|
|
Vice President and Chief Financial Officer |
|
|
A signed original of this written statement has been provided to T. Rowe Price Group, Inc. and will
be retained by T. Rowe Price Group, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.
exv99
Exhibit 99
T. ROWE PRICE GROUP REPORTS FIRST QUARTER 2007 RESULTS
Assets Under Management at March 31 Reach Record $349.9 Billion
BALTIMORE (April 25, 2007) T. Rowe Price Group, Inc. (Nasdaq-GS: TROW) today reported its
quarterly results for the first quarter of 2007 that include net revenues of
$508 million, net income of nearly $143 million, and diluted earnings per share of $.51, an
increase of 21% from $.42 per share in the comparable 2006 quarter. Net revenues in the first
quarter of 2006 were $429 million, and net income was nearly $117 million.
Investment advisory revenues were up $71 million or 20% from the 2006 first quarter. Assets under
management increased to a record $349.9 billion at March 31, 2007, up 4.5% or
$15.2 billion since the end of 2006. Net cash inflows from investors were $9.6 billion during the
first quarter of 2007. Net market appreciation and income added $5.6 billion.
The company split its common shares two-for-one in June 2006, and data for the first quarter of
2006 has been adjusted to reflect this split.
Financial Highlights
Investment advisory revenues earned from the T. Rowe Price mutual funds distributed in the United
States increased to $306 million for the first quarter of 2007, up $47 million from the 2006 first
quarter. Mutual fund assets increased $12.3 billion across all distribution channels during the
first quarter of 2007 and ended the quarter at $218.8 billion. Investors added net inflows of $8.4
billion to the mutual funds during the quarter while market appreciation and income added $3.9
billion. Net cash inflows were spread among the funds, with the U.S. stock and blended asset funds
adding nearly $5.7 billion, the bond and money market funds adding $1.7 billion and the
international stock funds adding $1.0 billion. The Growth Stock Fund added $2.3 billion of net
investments during the quarter.
The series of target-date Retirement Funds, which provide fund shareholders with single,
diversified portfolios that invest in underlying T. Rowe Price funds and automatically adjust fund
asset allocations as investors age, continue to be a significant source of mutual fund asset
growth. Net inflows of $2.8 billion originated in the Retirement Funds during the first quarter of
2007, the largest quarterly amount since this series of funds was launched in September 2002.
Total fund assets in the Retirement Funds were $20.5 billion at March 31, 2007.
Investment advisory revenues earned from other managed investment portfolios, consisting of
institutional separate accounts, sub-advised funds, sponsored mutual funds which are offered to
non-U.S. investors, and variable insurance portfolios, were $119 million in the 2007 quarter, an
increase of $24 million from the 2006 first quarter. Ending assets in these portfolios were
$131.1 billion, up $2.9 billion since the beginning of the year. Market value appreciation added
$1.7 billion and net cash inflows, primarily from institutional investors in the U.S. and other
countries, were $1.2 billion during the first quarter. Investors outside the United States now
account for more than 7% of our assets under management.
Operating expenses were $289.5 million in the first quarter of 2007, up $38.7 million from the 2006
first quarter. The largest expense, compensation and related costs, increased $24.2 million or 15%
over the comparable 2006 quarter, primarily due to higher salary and bonus compensation expense.
The firm has increased its average staff size by nearly 7% since the first quarter of 2006. At
March 31, 2007, the firm employed 4,765 associates, up 3.5% from the beginning of 2007, primarily
to handle increased volume-related activities and other growth.
Advertising and promotion expenditures increased $3.8 million in response to investor interest.
Advertising and promotion expenditures for the second quarter and full year 2007 are expected to
each be up about 10% versus comparable 2006 spending.
Other operating expenses were up $6.3 million, including $1.9 million of higher distribution
expenses recognized on greater assets under management sourced from financial intermediaries that
distribute the Advisor and R classes of mutual fund shares. These distribution costs are offset by
an equal increase in administrative revenues recognized from the 12b-1 fees.
Net non-operating income, which includes interest income as well as the recognition of investment
gains and losses, increased $4.2 million to $11.8 million, due primarily to larger money market
mutual fund balances at higher interest rates.
-1-
The first quarter 2007 provision for income taxes as a percentage of pretax income has been
recognized using an estimated 38.1% rate, down slightly from 38.3% for the year 2006 when the
provision included additional amounts for the anticipated settlement of prior years taxes. A
higher anticipated effective state income tax rate has pushed the current estimate for the full
year 2007 to 38.0%, up from the prior estimate of 37.7%.
Management Commentary
James A.C. Kennedy, the companys Chief Executive Officer and President, commented: The firms
investment advisory results relative to our peers remain strong, with at least 77% of the
T. Rowe Price funds across their share classes surpassing their comparable Lipper averages on a
total return basis for the one-, three-, and five-year periods ended March 31, 2007, and 71%
outperforming the average for the 10-year period. In addition, 77 of the T. Rowe Price stock and
bond funds across their share classes, which account for more than 73% of stock and bond fund
assets under management, ended the first quarter with an overall rating of four or five stars from
Morningstar. These four- and five-star rated investments represent 63% of our rated funds and
share classes, compared with 32.5% for the overall industry.
Our strong first quarter performance was achieved during a period in which fixed-income markets
performed reasonably well while global equity markets on an overall basis produced modest returns.
A major mid-quarter Asian market sell-off and subprime mortgage concerns in the U.S. led to steep
market declines from February highs. As they did last year, though, global markets showed
resilience, with the S&P 500, for example, reaching a six-and-a-half-year high in April. Looking
ahead, our outlook for the financial markets remains positive; however, market volatility has
increased and corporate earnings growth in the U.S. will likely moderate as we proceed through the
year. We believe the global economy will continue to expand, albeit at a slower pace from the
rapid growth of recent years. Prospects for relatively stable interest rates are favorable, and we
continue to be encouraged by strong corporate balance sheets and investor liquidity. While
valuations are not as supportive as they once were, they still seem reasonable.
T. Rowe Prices strong capital position gives us substantial financial flexibility, Mr. Kennedy
added. As a result, we continue to invest in our business and to position our firm for growth
opportunities. Along with a modest increase in the size of our staff, we are planning
$145 million of capital expenditures this year. Our directors increased our quarterly corporate
dividend by 21% to $.17 per share versus $.14 per share at this time last year. We have also
repurchased more than 683,000 common shares for $32.3 million thus far in 2007. T. Rowe Price
Group remains debt free and we have cash and corporate investment holdings of
$1.6 billion at March 31, 2007.
In closing, Mr. Kennedy said: The outlook for our company remains strong. We have an outstanding
pool of employees who are focused on our clients, a healthy balance sheet, a brand that is
increasingly respected around the globe, and a business model that is diversified across
distribution channels and investment portfolios. Despite the ebbs and flows of the markets, we
believe investors will continue to be well served over the long term by our disciplined investment
approach and culture.
Other Matters
The financial results presented in this release are unaudited. The company expects that it will
file its Form 10-Q Quarterly Report for the first quarter of 2007 with the U.S. Securities and
Exchange Commission later today. The Form 10-Q will include more complete information on the
companys unaudited financial results.
Certain statements in this press release may represent forward-looking information, including
information relating to anticipated growth in revenues, net income and earnings per share,
anticipated changes in the amount and composition of assets under management, anticipated expense
levels, and expectations regarding financial and other market conditions. For a discussion
concerning risks and other factors that could affect future results, see the companys Form 10-K
and Form 10-Q reports.
Founded in 1937, Baltimore-based T. Rowe Price is a global investment management organization that
provides a broad array of mutual funds, subadvisory services, and separate account management for
individual and institutional investors, retirement plans, and financial intermediaries. The
organization also offers a variety of sophisticated investment planning and guidance tools. T.
Rowe Prices disciplined, risk-aware investment approach focuses on diversification, style
consistency, and fundamental research. More information is available at www.troweprice.com.
-2-
Unaudited Condensed Consolidated Statements of Income
(in millions, except per-share amounts)
Three months ended March 31,
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Revenues |
|
|
|
|
|
|
|
|
Investment advisory fees |
|
$ |
353.9 |
|
|
$ |
425.0 |
|
Administrative fees |
|
|
75.2 |
|
|
|
83.1 |
|
Investment income of savings bank subsidiary |
|
|
1.2 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
Total revenues |
|
|
430.3 |
|
|
|
509.6 |
|
Interest expense on savings bank deposits |
|
|
1.0 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
Net revenues |
|
|
429.3 |
|
|
|
508.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
Compensation and related costs |
|
|
160.0 |
|
|
|
184.2 |
|
Advertising and promotion |
|
|
28.0 |
|
|
|
31.8 |
|
Depreciation and amortization of property and equipment |
|
|
11.1 |
|
|
|
13.7 |
|
Occupancy and facility costs |
|
|
19.6 |
|
|
|
21.4 |
|
Other operating expenses |
|
|
32.1 |
|
|
|
38.4 |
|
|
|
|
|
|
|
|
|
|
|
250.8 |
|
|
|
289.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income |
|
|
178.5 |
|
|
|
218.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other investment income |
|
|
7.7 |
|
|
|
11.8 |
|
Credit facility expenses |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Net non-operating income |
|
|
7.6 |
|
|
|
11.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
186.1 |
|
|
|
230.7 |
|
Provision for income taxes |
|
|
69.4 |
|
|
|
87.8 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
116.7 |
|
|
$ |
142.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.44 |
|
|
$ |
0.54 |
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.42 |
|
|
$ |
0.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per share |
|
$ |
0.14 |
|
|
$ |
0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
264.0 |
|
|
|
265.4 |
|
|
|
|
|
|
|
|
Weighted average shares outstanding assuming dilution |
|
|
277.9 |
|
|
|
279.8 |
|
|
|
|
|
|
|
|
-3-
Investment Advisory Revenues (in millions)
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
3/31/2006 |
|
|
3/31/2007 |
|
Sponsored mutual funds in the U.S. |
|
|
|
|
|
|
|
|
Stock and blended asset |
|
$ |
222.9 |
|
|
$ |
263.2 |
|
Bond and money market |
|
|
36.2 |
|
|
|
42.6 |
|
|
|
|
259.1 |
|
|
|
305.8 |
|
Other portfolios |
|
|
94.8 |
|
|
|
119.2 |
|
|
|
$ |
353.9 |
|
|
$ |
425.0 |
|
|
|
|
|
|
|
|
Assets Under Management (in billions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average during |
|
|
|
|
|
|
|
|
|
the first quarter |
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
|
12/31/2006 |
|
|
3/31/2007 |
|
Sponsored mutual funds in the U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock and blended asset |
|
$ |
146.4 |
|
|
$ |
174.6 |
|
|
$ |
168.5 |
|
|
$ |
178.6 |
|
Bond and money market |
|
|
33.1 |
|
|
|
39.0 |
|
|
|
38.0 |
|
|
|
40.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179.5 |
|
|
|
213.6 |
|
|
|
206.5 |
|
|
|
218.8 |
|
Other portfolios |
|
|
102.5 |
|
|
|
130.0 |
|
|
|
128.2 |
|
|
|
131.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
282.0 |
|
|
$ |
343.6 |
|
|
$ |
334.7 |
|
|
$ |
349.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
|
|
|
|
|
|
|
$ |
267.0 |
|
|
$ |
279.8 |
|
Debt securities |
|
|
|
|
|
|
|
|
|
|
67.7 |
|
|
|
70.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
334.7 |
|
|
$ |
349.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Cash Flows Information (in millions)
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
3/31/2006 |
|
|
3/31/2007 |
|
Cash provided by operating activities |
|
$ |
181.2 |
|
|
$ |
241.7 |
|
Cash used in investing activities, including ($26.9) for additions to
property and equipment and ($29.5) for investments in sponsored
mutual funds in 2007 |
|
|
(49.8 |
) |
|
|
(60.8 |
) |
Cash used in financing activities, including common stock repurchases
of ($23.2) and dividends paid of ($45.1) in 2007 |
|
|
(1.7 |
) |
|
|
(42.8 |
) |
|
|
|
|
|
|
|
Net increase in cash during the period |
|
$ |
129.7 |
|
|
$ |
138.1 |
|
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheet Information (in millions)
|
|
|
|
|
|
|
|
|
|
|
12/31/2006 |
|
|
3/31/2007 |
|
Cash and cash equivalents |
|
$ |
773.0 |
|
|
$ |
911.1 |
|
Investments in sponsored mutual funds |
|
|
554.4 |
|
|
|
593.2 |
|
Property and equipment |
|
|
264.9 |
|
|
|
278.6 |
|
Goodwill and other intangible assets |
|
|
669.4 |
|
|
|
669.3 |
|
Receivables and other assets |
|
|
503.6 |
|
|
|
505.2 |
|
|
|
|
|
|
|
|
Total assets |
|
|
2,765.3 |
|
|
|
2,957.4 |
|
Total liabilities |
|
|
338.4 |
|
|
|
408.6 |
|
|
|
|
|
|
|
|
Stockholders equity, 265.6 common shares outstanding in 2007,
including net unrealized holding gains of $75.5 in 2007 |
|
$ |
2,426.9 |
|
|
$ |
2,548.8 |
|
|
|
|
|
|
|
|
-4-