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10-Q


 
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 September 30, 2015
Commission File Number: 000-32191
______________________________________ 
T. ROWE PRICE GROUP, INC.
(Exact name of registrant as specified in its charter)
______________________________________ 
Maryland
 
52-2264646
(State of incorporation)
 
(I.R.S. Employer Identification No.)
100 East Pratt Street, Baltimore, Maryland 21202
(Address, including Zip Code, of principal executive offices)
(410) 345-2000
(Registrant’s telephone number, including area code)
______________________________________ 
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.    x  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.    x  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer x
 
Accelerated filer ¨
Non-accelerated filer ¨
 
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨  Yes    x  No
The number of shares outstanding of the issuer’s common stock ($.20 par value), as of the latest practicable date, October 21, 2015, is 251,095,367.
The exhibit index is at Item 6 on page 26.
 



PART I – FINANCIAL INFORMATION

Item 1.
Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
 
 
12/31/2014
 
9/30/2015
ASSETS
 
 
 
Cash and cash equivalents
$
1,506.1

 
$
1,164.4

Accounts receivable and accrued revenue
442.8

 
431.4

Investments in sponsored funds
1,884.0

 
1,805.1

Other investments
408.3

 
395.5

Property and equipment, net
586.4

 
603.0

Goodwill
665.7

 
665.7

Other assets
151.1

 
201.5

Total assets
$
5,644.4

 
$
5,266.6

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Liabilities
 
 
 
Accounts payable and accrued expenses
$
143.4

 
$
172.8

Accrued compensation and related costs
82.2

 
405.5

Income taxes payable
23.6

 
14.7

Total liabilities
249.2

 
593.0

 
 
 
 
Commitments and contingent liabilities

 

 
 
 
 
Stockholders’ equity
 
 
 
Preferred stock, undesignated, $.20 par value – authorized and unissued 20,000,000 shares
—

 
—

Common stock, $.20 par value - authorized 750,000,000; issued 261,110,000 shares at December 31, 2014 and 251,704,000 at September 30, 2015
52.2

 
50.3

Additional capital in excess of par value
756.5

 
653.2

Retained earnings
4,450.1

 
3,881.2

Accumulated other comprehensive income
136.4

 
88.9

Total stockholders’ equity
5,395.2

 
4,673.6

Total liabilities and stockholders’ equity
$
5,644.4

 
$
5,266.6


The accompanying notes are an integral part of these statements.
Page 2


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per-share amounts)
 
 
Three months ended
 
Nine months ended
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
9/30/2015
Revenues
 
 
 
 
 
 
 
Investment advisory fees
$
890.7

 
$
922.6

 
$
2,572.4

 
$
2,761.3

Administrative fees
92.7

 
88.3

 
280.8

 
272.9

Distribution and servicing fees
37.4

 
38.1

 
106.5

 
114.2

Net revenues
1,020.8

 
1,049.0

 
2,959.7

 
3,148.4

 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
Compensation and related costs
346.4

 
379.4

 
991.7

 
1,086.8

Advertising and promotion
12.7

 
13.2

 
49.9

 
52.7

Distribution and servicing costs
37.4

 
38.1

 
106.5

 
114.2

Depreciation and amortization of property and equipment
28.3

 
33.1

 
83.4

 
94.4

Occupancy and facility costs
35.9

 
40.3

 
107.3

 
118.5

Other operating expenses
71.4

 
86.6

 
210.0

 
237.9

Total operating expenses
532.1

 
590.7

 
1,548.8

 
1,704.5

 
 
 
 
 
 
 
 
Net operating income
488.7

 
458.3

 
1,410.9

 
1,443.9

 
 
 
 
 
 
 
 
Non-operating investment income
5.2

 
.3

 
73.4

 
60.1

 
 
 
 
 
 
 
 
Income before income taxes
493.9

 
458.6

 
1,484.3

 
1,504.0

Provision for income taxes
190.3

 
181.5

 
570.6

 
584.2

Net income
$
303.6

 
$
277.1

 
$
913.7

 
$
919.8

 
 
 
 
 
 
 
 
Earnings per share on common stock
 
 
 
 
 
 
 
Basic
$
1.15

 
$
1.08

 
$
3.47

 
$
3.54

Diluted
$
1.12

 
$
1.06

 
$
3.37

 
$
3.45

 
 
 
 
 
 
 
 
Dividends declared per share
$
.44

 
$
.52

 
$
1.32

 
$
3.56



The accompanying notes are an integral part of these statements.
Page 3


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
 
 
Three months ended
 
Nine months ended
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
9/30/2015
Net income
$
303.6

 
$
277.1

 
$
913.7

 
$
919.8

Other comprehensive loss
 
 
 
 
 
 
 
Net unrealized holding gains (losses) on available-for-sale investments
(56.8
)
 
(54.8
)
 
3.0

 
(32.7
)
Reclassification adjustments recognized in non-operating investment income:
 
 
 
 
 
 
 
Net gains realized on dispositions determined using average cost
(.9
)
 
(9.6
)
 
(44.6
)
 
(48.9
)
Other-than-temporary impairments
—

 
4.8

 
—

 
4.8

Total net unrealized holding losses recognized in other comprehensive income
(57.7
)
 
(59.6
)
 
(41.6
)
 
(76.8
)
Currency translation adjustments
(2.5
)
 
(5.6
)
 
4.8

 
(9.7
)
Reclassification loss recognized in non-operating investment income upon deconsolidation of sponsored fund subsidiary
—

 
5.8

 
—

 
5.8

Total currency translation adjustments
(2.5
)
 
0.2

 
4.8

 
(3.9
)
Other comprehensive loss before income taxes
(60.2
)
 
(59.4
)
 
(36.8
)
 
(80.7
)
Deferred tax benefits
23.3

 
22.5

 
14.5

 
33.2

Total other comprehensive loss
(36.9
)
 
(36.9
)
 
(22.3
)
 
(47.5
)
Total comprehensive income
$
266.7

 
$
240.2

 
$
891.4

 
$
872.3



The accompanying notes are an integral part of these statements.
Page 4


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
 
 
Nine months ended
 
9/30/2014
 
9/30/2015
Cash flows from operating activities
 
 
 
Net income
$
913.7

 
$
919.8

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Depreciation and amortization of property and equipment
83.4

 
94.4

Stock-based compensation expense
95.9

 
107.4

Realized gains on dispositions of sponsored funds
(44.6
)
 
(48.9
)
Net (gains) losses recognized on other investments
(9.0
)
 
4.3

Net change in trading securities held by consolidated sponsored investment portfolios
(90.1
)
 
(10.0
)
Other changes in assets and liabilities
266.8

 
304.5

Net cash provided by operating activities
1,216.1

 
1,371.5

 
 
 
 
Cash flows from investing activities
 
 
 
Investments in sponsored funds
(445.8
)
 
(155.3
)
Dispositions of sponsored funds
123.8

 
227.7

Additions to property and equipment
(82.6
)
 
(114.6
)
Other investing activity
(11.1
)
 
(6.4
)
Net cash used in investing activities
(415.7
)
 
(48.6
)
 
 
 
 
Cash flows from financing activities
 
 
 
Repurchases of common stock
(283.7
)
 
(820.7
)
Common share issuances under stock-based compensation plans
52.6

 
61.2

Excess tax benefits from stock-based compensation plans
24.4

 
22.1

Dividends paid
(347.2
)
 
(927.2
)
Net cash used in financing activities
(553.9
)
 
(1,664.6
)
 
 
 
 
Cash and cash equivalents
 
 
 
Net change during period
246.5

 
(341.7
)
At beginning of year
1,398.0

 
1,506.1

At end of period
$
1,644.5

 
$
1,164.4



The accompanying notes are an integral part of these statements.
Page 5


UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(shares in thousands; dollars in millions)
 
 
Common
shares
outstanding
 
Common
stock
 
Additional
capital in
excess of
par value
 
Retained
earnings
 
Accumulated
other
comprehensive
income
 
Total
stockholders’
equity
Balances at December 31, 2014
261,110

 
$
52.2

 
$
756.5

 
$
4,450.1

 
$
136.4

 
$
5,395.2

Net income
—

 
—

 
—

 
919.8

 
—

 
919.8

Other comprehensive loss, net of tax
—

 
—

 
—

 
—

 
(47.5
)
 
(47.5
)
Dividends declared
—

 
—

 
—

 
(927.2
)
 
—

 
(927.2
)
Common stock-based compensation plans activity
 
 
 
 
 
 
 
 
 
 
 
Shares issued upon option exercises
1,816

 
.4

 
55.5

 
—

 
—

 
55.9

Restricted shares issued, net of shares withheld for taxes
7

 
—

 
(.2
)
 
—

 
—

 
(.2
)
Shares issued upon vesting of restricted stock units, net of shares withheld for taxes
5

 
—

 
—

 
—

 
—

 
—

Forfeiture of restricted awards
(58
)
 
—

 
—

 
—

 
—

 
—

Net tax benefits
—

 
—

 
21.9

 
—

 
—

 
21.9

Stock-based compensation expense
—

 
—

 
107.4

 
—

 
—

 
107.4

Restricted stock units issued as dividend equivalents
—

 
—

 
.2

 
(.2
)
 
—

 
—

Common shares repurchased
(11,176
)
 
(2.3
)
 
(288.1
)
 
(561.3
)
 
—

 
(851.7
)
Balances at September 30, 2015
251,704

 
$
50.3

 
$
653.2

 
$
3,881.2

 
$
88.9

 
$
4,673.6



The accompanying notes are an integral part of these statements.
Page 6


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 U.S. mutual funds and other investment portfolios, including separately managed accounts, subadvised funds, and other sponsored investment portfolios. We also provide our 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; and trust services.

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, which require the use of estimates and reflect all adjustments that 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. Actual results may vary from our estimates.

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 2014 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 $245.8 million at December 31, 2014, and $238.4 million at September 30, 2015.

Revenues (in millions) from advisory services provided under agreements with our sponsored U.S. mutual funds and other investment clients include:
 
Three months ended
 
Nine months ended
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
9/30/2015
Sponsored U.S. mutual funds
 
 
 
 
 
 
 
Stock and blended asset
$
537.8

 
$
563.0

 
$
1,549.8

 
$
1,681.7

Bond and money market
103.8

 
107.8

 
296.0

 
318.0

 
641.6

 
670.8

 
1,845.8

 
1,999.7

Other investment portfolios
 
 
 
 
 
 
 
Stock and blended asset
210.8

 
212.2

 
610.1

 
645.2

Bond, money market, and stable value
38.3

 
39.6

 
116.5

 
116.4

 
249.1

 
251.8

 
726.6

 
761.6

Total
$
890.7

 
$
922.6

 
$
2,572.4

 
$
2,761.3

 


Page 7


The following table summarizes the investment portfolios and assets under management (in billions) on which we earn advisory fees.
 
Average during
 
Average during
 
the third quarter of
 
the first nine months of
 
2014
 
2015
 
2014
 
2015
Sponsored U.S. mutual funds
 
 
 
 
 
 
 
Stock and blended asset
$
367.5

 
$
386.0

 
$
356.3

 
$
388.8

Bond and money market
104.2

 
105.7

 
100.6

 
106.2

 
471.7

 
491.7

 
456.9

 
495.0

Other investment portfolios
 
 
 
 
 
 
 
Stock and blended asset
205.7

 
207.2

 
200.2

 
210.3

Bond, money market, and stable value
62.1

 
64.2

 
62.3

 
63.3

 
267.8

 
271.4

 
262.5

 
273.6

Total
$
739.5

 
$
763.1

 
$
719.4

 
$
768.6

 
 
 
 
 
 
 
 
 
 
 
 
 
As of
 
 
 
 
 
12/31/2014
 
9/30/2015
Sponsored U.S. mutual funds
 
 
 
 
 
 
 
Stock and blended asset
 
 
 
 
$
373.0

 
$
362.8

Bond and money market
 
 
 
 
104.6

 
103.2

 
 
 
 
 
477.6

 
466.0

Other investment portfolios
 
 
 
 
 
 
 
Stock and blended asset
 
 
 
 
206.9

 
195.1

Bond, money market, and stable value
 
 
 
 
62.3

 
64.4

 
 
 
 
 
269.2

 
259.5

Total
 
 
 
 
$
746.8

 
$
725.5


Investors that we serve are primarily domiciled in the U.S.; investment advisory clients outside the U.S. account for 5.6% and 4.9% of our assets under management at December 31, 2014 and September 30, 2015, respectively.

The following table summarizes the other fees (in millions) earned from our sponsored U.S. mutual funds.
 
Three months ended
 
Nine months ended
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
9/30/2015
Administrative fees
$
73.5

 
$
71.2

 
$
222.1

 
$
221.8

Distribution and servicing fees
$
37.4

 
$
38.1

 
$
106.5

 
$
114.2




Page 8


NOTE 3
– INVESTMENTS IN SPONSORED FUNDS - AVAILABLE-FOR-SALE.

We make investments in our sponsored funds for general corporate investment purposes or to provide seed capital for newly formed funds. These sponsored funds (in millions) are voting interest entities and include:
 
Aggregate
cost
 
Unrealized holding
 
Aggregate
fair value
 
 
gains
 
losses
 
December 31, 2014
 
 
 
 
 
 
 
Stock and blended asset funds
$
505.4

 
$
231.4

 
$
(4.2
)
 
$
732.6

Bond funds
1,107.9

 
52.0

 
(8.5
)
 
1,151.4

Total
$
1,613.3

 
$
283.4

 
$
(12.7
)
 
$
1,884.0

 
 
 
 
 
 
 
 
September 30, 2015
 
 
 
 
 
 
 
Stock and blended asset funds
$
435.4

 
$
180.2

 
$
(11.4
)
 
$
604.2

Bond funds
1,175.9

 
38.0

 
(13.0
)
 
1,200.9

Total
$
1,611.3

 
$
218.2

 
$
(24.4
)
 
$
1,805.1


The unrealized holding losses are attributable to 12 fund holdings with an aggregate fair value of $788.5 million at December 31, 2014, and 25 fund holdings with an aggregate fair value of $997.5 million at September 30, 2015. These unrealized losses are considered temporary.

NOTE 4
– OTHER INVESTMENTS.

These investments (in millions) include:
 
12/31/2014
 
9/30/2015
Cost method investments
$
63.7

 
$
66.4

Equity method investments
 
 
 
26% interest in UTI Asset Management Company Limited (India)
132.4

 
133.9

Sponsored fund investments
125.6

 
114.8

Other investments
5.7

 
5.7

Investments held as trading
 
 
 
Sponsored fund investments
10.3

 
21.3

Securities held by consolidated sponsored investment portfolios
69.6

 
52.4

U.S. Treasury note
1.0

 
1.0

Total
$
408.3

 
$
395.5


The securities held by consolidated sponsored investment portfolios, sponsored fund investments held as trading, and the sponsored fund investments treated as equity method investments relate to investment portfolios in which we provided initial seed capital at the time of its formation. We have determined at December 31, 2014 and September 30, 2015, that these investment portfolios are voting interest entities and, as a result, have consolidated those sponsored portfolios in which we own a majority of the voting interest.

During the third quarter of 2015, we deconsolidated a sponsored investment portfolio, in which we provided initial seed capital at the time of its formation, as we no longer had a controlling financial interest. Accordingly, we deconsolidated the carrying value of this investment, which, at the deconsolidation date, was $20.3 million. Upon deconsolidation, we reclassified a currency translation loss of $5.8 million from accumulated other comprehensive income to the non-operating investment income line of our condensed consolidated statements of income. The impact of the deconsolidation on our condensed consolidated balance sheet was immaterial. We are reporting our residual interest in this sponsored investment portfolio as an equity method investment.




Page 9


NOTE 5
– FAIR VALUE MEASUREMENTS.

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

Level 1 – quoted prices in active markets for identical securities.
Level 2 – observable inputs other than Level 1 quoted prices including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, and credit risk. These inputs are based on market data obtained from independent sources.
Level 3 – unobservable inputs reflecting our own assumptions based on the best information available. We do not value any investments using Level 3 inputs.

These levels are not necessarily an indication of the risk or liquidity associated with our investments. There have been no material transfers between the levels. The following table summarizes our investments (in millions) that are recognized in our condensed consolidated balance sheets using fair value measurements determined based on the differing levels of inputs.
 
Level 1
 
Level 2
December 31, 2014
 
 
 
Cash equivalents
$
1,345.8

 
$
—

Investments in sponsored funds - available-for-sale
1,884.0

 
—

Investments held as trading
27.7

 
52.2

Total
$
3,257.5

 
$
52.2

 
 
 
 
September 30, 2015
 
 
 
Cash equivalents
$
909.6

 
$
—

Investments in sponsored funds - available-for-sale
1,805.1

 
—

Investments held as trading
32.0

 
41.7

Total
$
2,746.7

 
$
41.7


NOTE 6 – STOCKHOLDERS’ EQUITY.

DIVIDENDS.

Regular cash dividends declared per share during the first nine months of 2014 and 2015 were $1.32 and $1.56 respectively. A $2.00 per share special dividend was also declared and paid during the first nine months of 2015.

COMMON SHARE REPURCHASES.

At September 30, 2015, a liability of $31.0 million is included in accounts payable and accrued expenses for common stock repurchases that settled by October 5, 2015.

NOTE 7
– STOCK-BASED COMPENSATION.

EFFECT OF SPECIAL CASH DIVIDEND.

As a result of the special cash dividend declared by the Board of Directors in February 2015, the anti-dilution provisions of our employee long-term incentive plans and non-employee director plans (collectively the LTI Plans) require an automatic adjustment to neutralize the effect of the special dividend. On the special dividend's ex-dividend date (April 7, 2015), the number of shares authorized and the number of stock options outstanding and their exercise price were adjusted resulting in an increase of 749,578 stock options outstanding on the ex-dividend date, and no incremental compensation expense.



Page 10


STOCK OPTIONS.

The following table summarizes the status of and changes in our stock option grants during the first nine months of 2015. All numbers have been adjusted to reflect the effect of the special dividend as noted above.
 
 
Options
 
Weighted-
average
exercise
price
Outstanding at December 31, 2014
30,463,211

 
$
55.63

Semi-annual grants
3,948,307

 
$
75.95

New hire grants
24,735

 
$
73.24

Non-employee director grants
8,700

 
$
82.40

Exercised
(2,408,351
)
 
$
42.95

Forfeited
(370,846
)
 
$
68.26

Expired
(3,140
)
 
$
63.33

Outstanding at September 30, 2015
31,662,616

 
$
59.00

Exercisable at September 30, 2015
16,685,964

 
$
49.93


RESTRICTED SHARES AND STOCK UNITS.

The following table summarizes the status of and changes in our nonvested restricted shares and restricted stock units during the first nine months of 2015.
 
Restricted
shares
 
Restricted
stock
units
 
Weighted-average
fair value
Nonvested at December 31, 2014
2,061,559

 
1,006,753

 
$
72.79

Time-based grants
9,550

 
1,418,336

 
$
76.34

Performance-based grants
—

 
64,050

 
$
76.18

Vested
(16,452
)
 
(12,390
)
 
$
77.24

Forfeited
(57,953
)
 
(36,251
)
 
$
73.27

Nonvested at September 30, 2015
1,996,704

 
2,440,498

 
$
73.94


The nonvested at September 30, 2015, includes 28,800 performance-based restricted shares and 211,575 performance-based restricted stock units. These performance-based restricted shares and units include 28,800 restricted shares and 147,525 restricted stock units for which the performance period has lapsed and the performance threshold has been met.

FUTURE STOCK-BASED COMPENSATION EXPENSE.

The following table presents the compensation expense (in millions) to be recognized over the remaining vesting periods of the stock-based awards outstanding at September 30, 2015. Estimated future compensation expense will change to reflect future option grants; future awards of unrestricted shares and restricted stock units; changes in estimated forfeitures; changes in the probability of performance thresholds being met; and adjustments for actual forfeitures.
 
Fourth quarter 2015
$
40.2

2016
117.5

2017 through 2020
125.7

Total
$
283.4




Page 11


NOTE 8
– EARNINGS PER SHARE CALCULATIONS.

The following table presents the reconciliation (in millions) of our net income to net income allocated to our common stockholders and the weighted-average shares (in millions) that are used in calculating the basic and diluted earnings per share on our common stock. Weighted-average common shares outstanding assuming dilution reflect the potential dilution, determined using the treasury stock method, that could occur if outstanding stock options were exercised and non-participating stock awards vested.
 
Three months ended
 
Nine months ended
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
9/30/2015
Net income
$
303.6

 
$
277.1

 
$
913.7

 
$
919.8

Less: net income allocated to outstanding restricted stock and stock unit holders
(3.8
)
 
(4.1
)
 
(10.5
)
 
(11.8
)
Net income allocated to common stockholders
$
299.8

 
$
273.0

 
$
903.2

 
$
908.0

 
 
 
 
 
 
 
 
Weighted-average common shares
 
 
 
 
 
 
 
Outstanding
259.7

 
252.7

 
260.2

 
256.3

Outstanding assuming dilution
267.4

 
258.6

 
268.2

 
262.9


The following table shows the weighted-average outstanding stock options (in millions) that are excluded from the calculation of diluted earnings per common share as the inclusion of such shares would be anti-dilutive.
 
Three months ended
 
Nine months ended
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
9/30/2015
Weighted-average outstanding stock options excluded
3.9

 
6.9

 
3.7

 
5.7


NOTE 9 - OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME.

The following table presents the impact of the components (in millions) of other comprehensive income or loss on deferred tax benefits (income taxes).
 
Three months ended
 
Nine months ended
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
9/30/2015
Net deferred tax benefits on:
 
 
 
 
 
 
 
Net unrealized holding gains or losses
$
22.2

 
$
21.0

 
$
(1.1
)
 
$
15.5

Reclassification adjustments recognized in the provision for income taxes:
 
 
 
 
 
 
 
  Net gains realized on dispositions
.3

 
3.5

 
17.3

 
18.2

  Other-than-temporary impairments recognized
—

 
(1.9
)
 
—

 
(1.9
)
Net deferred tax benefits on net unrealized holding gains or losses
22.5

 
22.6

 
16.2

 
31.8

Currency translation adjustments
.8

 
1.1

 
(1.7
)
 
2.6

Reclassification adjustment recognized in the provision for income taxes upon deconsolidation of sponsored fund subsidiary
—

 
(1.2
)
 
—

 
(1.2
)
Total deferred tax benefits (income taxes) on currency translation adjustments
.8

 
(.1
)
 
(1.7
)
 
1.4

Total net deferred tax benefits
$
23.3

 
$
22.5

 
$
14.5

 
$
33.2



Page 12


The changes (in millions) in each component of accumulated other comprehensive income, including reclassification adjustments for the first nine months of 2015 are presented in the table below.
 
Net unrealized holding gains
 
 
 
 
 
Investments in sponsored funds
 
Equity share of UTI’s net unrealized holding gains
 
Total net unrealized holding gains
 
Currency translation adjustments
 
Total
Balances at December 31, 2014
$
165.0

 
$
.5

 
$
165.5

 
$
(29.1
)
 
$
136.4

Other comprehensive income (loss) before reclassifications and income taxes
(32.8
)
 
.1

 
(32.7
)
 
(9.7
)
 
(42.4
)
Reclassification adjustments recognized in non-operating investment income
(44.1
)
 
—

 
(44.1
)
 
5.8

 
(38.3
)
 
(76.9
)
 
.1

 
(76.8
)
 
(3.9
)
 
(80.7
)
Deferred tax benefits
31.8

 
—

 
31.8

 
1.4

 
33.2

Other comprehensive income (loss)
(45.1
)
 
.1

 
(45.0
)
 
(2.5
)
 
(47.5
)
Balances at September 30, 2015
$
119.9

 
$
.6

 
$
120.5

 
$
(31.6
)
 
$
88.9





Page 13


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 (“the Company”) as of September 30, 2015, the related condensed consolidated statements of income and comprehensive income for the three- and nine-month periods ended September 30, 2015 and 2014, the related condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2015 and 2014, and the related condensed consolidated statement of stockholders’ equity for the nine-month period ended September 30, 2015. These condensed consolidated financial statements are the responsibility of the Company’s 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, 2014, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 5, 2015, 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, 2014, 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
October 22, 2015
 


Page 14


Item 2.
Management’s 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 U.S. mutual funds and other investment portfolios. The other investment portfolios include separately managed accounts, subadvised funds, and other sponsored investment portfolios including collective investment trusts, target-date retirement trusts, Luxembourg-based funds offered to investors outside the U.S., and portfolios offered through variable annuity life insurance plans. Investment advisory clients domiciled outside the U.S. account for about 5% of our assets under management at September 30, 2015.

We manage a broad range of U.S., international and global 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 affect our revenues and results of operations.

We remain debt-free with substantial liquidity and resources that allow us to take advantage of attractive growth opportunities, invest in key capabilities, including investment professionals, technologies, and new fund offerings; and, most importantly, provide our clients with strong investment management expertise and service both now and in the future. We expect to continue our investment in long-term initiatives to sustain and deepen our investment talent, add investment capabilities both in terms of new strategies and new investment vehicles, expand capabilities through enhanced technology, and broaden our distribution reach globally.

In 2014, we made a long-term strategic decision to change our delivery of certain administrative services, including fund accounting and other investment recordkeeping operations. BNY Mellon was contracted to provide such services and 210 associates became employees of BNY Mellon on August 1, 2015. BNY Mellon will transition our data to their technology platform over time. Though a few line items of our condensed consolidated income statements, including administrative revenues, compensation and related costs, and other operating expenses, will be affected, we do not expect that the overall impact on our future operating results will be material.

BACKGROUND.

U.S. stocks declined in the third quarter, but large-cap stock indexes held up better than small- and mid-cap benchmarks. A steep drop in Chinese stock prices stemming from its decelerating economy and uncertainty regarding policy responses, including a small but unexpected currency devaluation, dragged global equity markets and commodity prices lower and fueled demand for safe-haven assets. The Federal Reserve kept short-term U.S. interest rates at all-time lows during the quarter, and following the central bank’s mid-September policy meeting, Fed officials expressed concerns about adverse “global economic and financial developments.”

Stocks in developed non-U.S. markets fared worse than large-cap U.S. shares in dollar terms. Japanese stocks fell almost 12%, but the market held up better than several others in the region. Most European markets fell, with Norway, Germany, Spain, and Portugal among the largest decliners. Stocks in emerging markets performed worse in dollar terms than shares in developed markets, in many cases because of sharp currency declines versus the dollar. Large emerging countries, such as China, Brazil, Russia, and Turkey, were among the weakest markets.

Returns of several major equity market indexes for the three- and nine-month periods ended September 30, 2015, are as follows:
 
 
Three months ended
 
Nine months ended
Index
 
9/30/2015
 
9/30/2015
S&P 500 Index
 
(6.4)%
 
(5.3)%
NASDAQ Composite Index (1)
 
(7.4)%
 
(2.5)%
Russell 2000 Index
 
(11.9)%
 
(7.7)%
MSCI EAFE (Europe, Australasia, and Far East) Index
 
(10.2)%
 
(4.9)%
MSCI Emerging Markets Index
 
(17.8)%
 
(15.2)%
 (1) returns exclude dividends



Page 15


Global bond returns in the third quarter were widely mixed in dollar terms. In the U.S., investment-grade issues produced positive returns, benefiting from increased demand due to global equity market declines, global growth concerns, and the Fed’s delay in raising short-term rates. Long-term interest rates declined during the quarter; the yield on the benchmark 10-year Treasury note fell from 2.35% to 2.06%. High yield bond prices fell amid weakness among energy and metals and mining companies and as investors generally favored lower-risk fixed income securities.

Bonds in developed non-U.S. countries were mostly flat in dollar terms. In local currency terms, many high-quality government bond markets performed well, as global growth concerns and deflation fears fueled demand for safe-haven bonds. However, a stronger dollar versus some currencies eroded gains stemming from bond price appreciation. Dollar-denominated emerging markets bonds declined, as investor sentiment toward higher-risk assets soured. Because of significant currency weakness, many emerging markets bonds denominated in local currencies fell sharply.

Returns for several major bond market indexes for the three- and nine-month periods ended September 30, 2015, are as follows:
 
 
Three months ended
 
Nine months ended
Index
 
9/30/2015
 
9/30/2015
Barclays U.S. Aggregate Bond Index
 
1.2%
 
1.1%
Credit Suisse High Yield Index
 
(5.2)%
 
(2.4)%
Barclays Municipal Bond Index
 
1.7%
 
1.8%
Barclays Global Aggregate Ex-U.S. Dollar Bond Index
 
.6%
 
(4.8)%
JPMorgan Emerging Markets Bond Index Plus
 
(.9)%
 
.1%
 

ASSETS UNDER MANAGEMENT.

Assets under management ended the third quarter of 2015 at $725.5 billion, a decrease of $47.5 billion from June 30, 2015, and $21.3 billion from the end of 2014. Assets under management (in billions) as of December 31, 2014 and September 30, 2015, are presented by investment portfolio and investment objective in the following table.
 
As of
 
12/31/2014
 
9/30/2015
Sponsored U.S. mutual funds
$
477.6

 
$
466.0

Other investment portfolios
269.2

 
259.5

Total
$
746.8

 
$
725.5

 
 
 
 
 
As of
 
12/31/2014
 
9/30/2015
Stock and blended asset portfolios
$
579.9

 
$
557.9

Fixed income portfolios
166.9

 
167.6

Total
$
746.8

 
$
725.5


The following table details the changes in our assets under management (in billions) during the three- and nine-month periods ended September 30, 2015:


Page 16


 
Three months ended 9/30/2015
 
Nine months ended 9/30/2015
 
Sponsored U.S. mutual funds
 
Other investment portfolios
 
Total
 
Sponsored U.S. mutual funds
 
Other investment portfolios
 
Total
Assets under management at beginning of period
$
500.1

 
$
272.9

 
$
773.0

 
$
477.6

 
$
269.2

 
$
746.8

 
 
 
 
 
 
 
 
 
 
 
 
Net cash flows before client transfers
(1.2
)
 
.5

 
(.7
)
 
7.5

 
(8.4
)
 
(.9
)
Client transfers from mutual funds to other portfolios
(1.9
)
 
1.9

 
—

 
(5.8
)
 
5.8

 
—

Net cash flows after client transfers
(3.1
)
 
2.4

 
(.7
)
 
1.7

 
(2.6
)
 
(.9
)
Market depreciation, net of income
(31.0
)
 
(15.8
)
 
(46.8
)
 
(13.3
)
 
(7.1
)
 
(20.4
)
Change during the period
(34.1
)
 
(13.4
)
 
(47.5
)
 
(11.6
)
 
(9.7
)
 
(21.3
)
 
 
 
 
 
 
 
 
 
 
 
 
Assets under management at September 30, 2015
$
466.0

 
$
259.5

 
$
725.5

 
$
466.0

 
$
259.5

 
$
725.5


The client transfers from mutual funds to other investment portfolios noted in the table above were primarily transfers from mutual funds to collective investment trusts, including our retirement date trusts, and to separate accounts.

The mutual fund’s net cash flows after client transfers during the three- and nine-month periods ended September 30, 2015, include the following:
 
 
Three months ended
 
Nine months ended
 
 
9/30/2015
 
9/30/2015
Stock and blended asset funds
 
$
.4

 
$
2.9

Bond funds
 
(3.7
)
 
(.6
)
Money market funds
 
.2

 
(.6
)
Net cash flows after client transfers
 
$
(3.1
)
 
$
1.7


For the other portfolios, net inflows during the third quarter of 2015 from our sub-advised clients and our other sponsored portfolios were offset in part by net cash outflows from a small number of institutional investors. For the first nine months of 2015, the net cash outflows were largely concentrated among a small number of institutional and subadvised clients who redeemed primarily from large-cap U.S. equity strategies.

Our target-date retirement portfolios invest in a broadly diversified portfolio of other T. Rowe Price funds or T. Rowe Price collective investment trusts, and automatically rebalance to maintain their specific asset allocation weightings. Total net cash flows for the three- and nine- month periods ended September 30, 2015, include $1.4 billion and $14.1 billion, respectively, in net cash inflows sourced from our target-date retirement portfolios. Assets under management in these portfolios at September 30, 2015, totaled $156.9 billion, including $128.5 billion in target-date retirement funds and $28.4 billion in target-date retirement trusts.

We incur significant expenditures to attract new investment advisory clients and additional investments from our existing clients. These efforts involve costs that generally precede any future revenues that we might recognize from additions to our assets under management.



Page 17


RESULTS OF OPERATIONS.

Third quarter of 2015 versus third quarter of 2014.

 
 
Three months ended
 
 
 
 
 
 
9/30/2015
 
9/30/2014
 
Dollar change
 
Percentage change
(in millions, except per-share data)
 
 
 
 
 
 
 
 
Investment advisory fees
 
$
922.6

 
$
890.7

 
$
31.9

 
3.6
 %
Net revenues
 
$
1,049.0

 
$
1,020.8

 
$
28.2

 
2.8
 %
Operating expenses
 
$
590.7

 
$
532.1

 
$
58.6

 
11.0
 %
Net operating income
 
$
458.3

 
$
488.7

 
$
(30.4
)
 
(6.2
)%
Non-operating investment income
 
$
.3

 
$
5.2

 
$
(4.9
)
 
(94.2
)%
Net income
 
$
277.1

 
$
303.6

 
$
(26.5
)
 
(8.7
)%
 
 
 
 
 
 
 
 
 
Diluted earnings per share on common stock
 
$
1.06

 
$
1.12

 
$
(.06
)
 
(5.4
)%
 
 
 
 
 
 
 
 
 
Average assets under management (in billions)
 
$
763.1

 
$
739.5

 
$
23.6

 
3.2
 %

Investment advisory fees earned in the third quarter of 2015 increased over the comparable 2014 quarter as average assets under our management increased $23.6 billion, or 3.2%, to $763.1 billion. The average annualized effective fee rate earned on our assets under management during the third quarter of 2015 was 48.0 basis points compared with 47.8 basis points earned during the third quarter of 2014,as money market fee waivers declined and equity valuations, which on average carry a higher fee rate, increased in the 2015 period. We voluntarily waived $11.6 million in money market related fees, including advisory fees and fund expenses, in the third quarter of 2015, in order to maintain a positive yield for fund investors. The fee waivers in the third quarter of 2015 were down $3.0 million from the comparable 2014 quarter and represent 1.3% of total investment advisory fees earned during the third quarter of 2015. Fees were waived from certain money market mutual funds and trusts, which have combined net assets of $15.5 billion at September 30, 2015. We expect that these fee waivers will continue for the remainder of 2015 and into 2016.

Our operating margin in the third quarter of 2015 was 43.7%, compared to 47.9% in the 2014 quarter, as we continue to make investments to broaden and deepen our investment management, distribution, and service capabilities around the world despite the impact of market volatility on our net revenues.

Net revenues

Investment advisory revenues earned in the third quarter of 2015 from the T. Rowe Price mutual funds distributed in the U.S. were $670.8 million, an increase of $29.2 million, or 4.6%, from the comparable 2014 quarter. Average mutual fund assets under management in the third quarter of 2015 were $491.7 billion, an increase of 4.2% from the average in the third quarter of 2014.

Investment advisory revenues earned in the third quarter of 2015 from the other investment portfolios were $251.8 million, an increase of $2.7 million, or 1.1%, from the comparable 2014 quarter. Average assets under management in the third quarter of 2015 were $271.4 billion, an increase of 1.3% from the average in the third quarter of 2014.

Administrative fee revenues decreased $4.4 million to $88.3 million in the third quarter of 2015. The decrease includes the reduction in certain administrative service fee rates paid by certain fund shareholders at the beginning of 2015. Additionally, fees earned from the mutual funds for fund accounting has declined in the third quarter of 2015, as such services began to be performed by BNY Mellon. The mutual funds have contracted directly with BNY Mellon to provide such services. Changes in administrative fee revenues are generally offset by similar changes in related operating expenses that are incurred to provide services to the funds and their investors.


Page 18



Operating expenses

Compensation and related costs were $379.4 million in the third quarter of 2015, an increase of $33.0 million, or 9.5%, compared to the third quarter of 2014. The largest part of the change is attributable to a $16.1 million increase in the interim accrual for our annual variable compensation programs. Our interim accrual for annual variable compensation program is recognized ratably over the year using the ratio of recognized quarterly net operating income to forecasted annual net operating income. In addition, base salaries and related benefits increased by $12.3 million, resulting from a modest increase in salaries at the beginning of 2015 combined with a 3.9% increase in our average staff size from the third quarter of 2014. The balance of the change from the 2014 quarter is primarily attributable to an increase in non-cash stock-based compensation expense. At September 30, 2015, we employed 5,908 associates compared to 5,991 associates at the end of June. The increase in our average staff size and the decline in the number of associates employed reflect the impact of the previously announced shift of 210 associates to BNY Mellon with whom we have contracted to provide certain administrative services.

Occupancy and facility costs, together with depreciation and amortization expense, were $73.4 million in the third quarter of 2015, up $9.2 million compared to the third quarter of 2014. The increase is primarily attributable to the added costs to update and enhance technology capabilities, including related maintenance programs.

Other operating expenses in the third quarter of 2015 were up $15.2 million from the comparable 2014 quarter. More than half of the increase is attributable to costs now being paid to BNY Mellon for the performance of certain administrative services. The remainder of the increase in costs is due to higher business demands and the firm's continued investment in its operating capabilities.

Non-operating investment income

Net non-operating investment activity during the third quarter of 2015 resulted in income of $.3 million compared with $5.2 million in the 2014 quarter. This change of $4.9 million is primarily attributable to net investment losses recognized on our sponsored fund investments. The following table details the components of non-operating investment income (in millions) during the third quarter of 2015 and 2014.

 
 
Three months ended
 
 
 
 
9/30/2015
 
9/30/2014
 
Dollar change
 
 
 
 
 
 
 
Other-than-temporary impairment
 
$
(4.8
)
 
$
—

 
$
(4.8
)
Net gains realized on sponsored fund dispositions
 
9.6

 
.9

 
8.7

Losses on equity method fund holdings
 
(4.4
)
 
(2.5
)
 
(1.9
)
Net losses recognized on trading securities
 
(2.8
)
 
(1.6
)
 
(1.2
)
Net loss recognized on deconsolidation of a sponsored fund
 
(5.8
)
 
—

 
(5.8
)
Ordinary and capital gain dividends
 
4.0

 
3.6

 
.4

Net investment gains (losses) on sponsored fund investments
 
(4.2
)
 
.4

 
(4.6
)
Other investment income
 
4.5

 
4.8

 
(.3
)
Non-operating investment income
 
$
.3

 
$
5.2

 
$
(4.9
)

The net loss recognized on deconsolidation represents the reclassification of a foreign currency loss that was accumulated in other comprehensive income from the date we made our initial seed capital investment in an Australian dollar-denominated fund. Since the deconsolidation, we are accounting for the investment under the equity method of accounting.

Provision for income taxes

The effective tax rate for the third quarter of 2015 was 39.6%, which reflects certain adjustments made in the quarter to certain prior years’ tax positions. We currently estimate that our effective rate for the full-year 2015 will be about 38.9%. Our effective income tax rate reflects the relative contribution of pre-tax income generated by our non-U.S. subsidiaries that are subject to tax rates that are lower than our U.S. rates. Changes in the relative contribution of pre-tax income from U.S. and non-U.S. sources or changes in tax rates in the U.S. or relevant non-U.S. jurisdictions may affect our effective income tax rate and overall net income in the future.


Page 19



First nine months of 2015 versus first nine months of 2014.

 
 
Nine months ended
 
 
 
 
 
 
9/30/2015
 
9/30/2014
 
Dollar change
 
Percent change
(in millions, except per-share data)
 
 
 
 
 
 
 
 
Investment advisory fees
 
$
2,761.3

 
$
2,572.4

 
$
188.9

 
7.3
 %
Net revenues
 
$
3,148.4

 
$
2,959.7

 
$
188.7

 
6.4
 %
Operating expenses
 
$
1,704.5

 
$
1,548.8

 
$
155.7

 
10.1
 %
Net operating income
 
$
1,443.9

 
$
1,410.9

 
$
33.0

 
2.3
 %
Non-operating investment income
 
$
60.1

 
$
73.4

 
$
(13.3
)
 
(18.1
)%
Net income
 
$
919.8

 
$
913.7

 
$
6.1

 
.7
 %
 
 
 
 
 
 
 
 
 
Diluted earnings per share on common stock
 
$
3.45

 
$
3.37

 
$
.08

 
2.4
 %
 
 
 
 
 
 
 
 
 
Average assets under management (in billions)
 
$
768.6

 
$
719.4

 
$
49.2

 
6.8
 %

Investment advisory revenues earned in the first nine months of 2015 increased over the comparable 2014 period, as average assets under our management increased $49.2 billion, or 6.8%, to $768.6 billion. The average annualized fee rate earned on our assets under management was 48.0 basis points in the first nine months of 2015, up from the 47.8 basis points earned in the first nine months of 2014, as money market fee waivers declined and equity valuations, which on average carry a higher fee rate, increased in the 2015 period. We waived $37.8 million in money market related fees, including advisory fees and fund expenses, in the first nine months of 2015, a decrease of $6.1 million from the $43.9 million waived in the 2014 period. The fee waivers in the first nine months of 2015 represent 1.4% of total investment advisory revenues earned during the same period.

Our operating margin in the first nine months of 2015 was 45.9%, compared to 47.7% in the 2014 period. The decline is a result of the investments we have been making to broaden and deepen our investment management, distribution, and service capabilities around the world.

Net revenues

Investment advisory revenues earned from the T. Rowe Price mutual funds distributed in the U.S. increased 8.3%, or $153.9 million, to $2.0 billion, on higher average mutual fund assets. Average mutual fund assets in the first nine months of 2015 were $495.0 billion, an increase of 8.3% from the average for the comparable 2014 period.

Investment advisory revenues earned on the other investment portfolios for the first nine months of 2015 were $761.6 million, an increase of $35.0 million, or 4.8%, from the $726.6 million earned in the comparable 2014 period. Average assets in these portfolios were $273.6 billion during the first nine months of 2015, up 4.2% from the comparable 2014 period.

Administrative fee revenues decreased $7.9 million to $272.9 million in the first nine months of 2015. The decrease is primarily attributable to a reduction in certain administrative service fee rates paid by certain fund shareholders. Changes in administrative fee revenues are generally offset by similar changes in related operating expenses that are incurred to provide services to the funds and their investors.

Distribution and servicing fee revenues earned from 12b-1 plans of the Advisor, R, and variable annuity II class shares of our sponsored portfolios were $114.2 million in the first nine months of 2015, an increase of $7.7 million from the comparable 2014 period on greater average assets under management in these share classes. The 12b-1 fees earned are offset entirely by the costs paid to third-party intermediaries who source these assets. These costs are reported as distribution and servicing costs in the condensed consolidated income statements.



Page 20


Operating expenses

Compensation and related costs were $1,086.8 million in the first nine months of 2015, an increase of $95.1 million, or 9.6%, compared to the 2014 period. The largest part of the increase is attributable to a $41.9 million increase in salaries and related benefits and a $37.2 million increase in our interim accrual for our annual variable compensation program. Our average staff size in the first nine months of 2015 has increased 3.9% from the 2014 period. Higher non-cash stock-based compensation expense, temporary staff expense, and other employee costs account for the remainder of the increase in compensation and related costs in the 2015 period.

Advertising and promotion costs were $52.7 million in the first nine months of 2015, an increase of $2.8 million from the comparable 2014 period. The higher cost is primarily attributable to the creation and launch of a new advertising campaign and increased participation in promotional activities as we broaden our distribution reach. We currently expect advertising and promotion costs for the full-year 2015 to increase about 5% from 2014 levels.

Occupancy and facility costs, together with depreciation expense, increased $22.2 million, or 11.6%, compared to the first nine months of 2014. The increase is primarily attributable to the added costs to update and enhance technology capabilities, including related maintenance programs.

Other operating expenses were $237.9 million in the first nine months of 2015, an increase of $27.9 million from the comparable 2014 period. A large part of this increase is attributable to costs being paid to BNY Mellon since August 2015 for the performance of certain administrative services. The balance of the change is due to increased business demands and our continued investment in capabilities. These costs include information and third-party service costs, travel-related costs, costs related to our defined contribution recordkeeping business, and other general and administrative costs.

Non-operating investment income

Net non-operating investment activity during the first nine months of 2015 resulted in income of $60.1 million compared with $73.4 million in the 2014 period. This change of $13.3 million is primarily attributable to net investment losses recognized on our sponsored fund investments. The following table details the components of non-operating investment income (in millions) during the first nine months of 2015 and 2014.

 
 
Nine months ended
 
 
 
 
9/30/2015
 
9/30/2014
 
Dollar change
 
 
 
 
 
 
 
Other-than-temporary impairment
 
$
(4.8
)
 
$
—

 
$
(4.8
)
Net gains realized on sponsored fund dispositions
 
48.9

 
44.6

 
4.3

Earnings (losses) on equity method fund holdings
 
(1.6
)
 
2.8

 
(4.4
)
Net losses recognized on trading securities
 
(2.1
)
 
(1.8
)
 
(.3
)
Net loss recognized on deconsolidation of a sponsored fund
 
(5.8
)
 
—

 
(5.8
)
Ordinary and capital gain dividends
 
13.4

 
13.0

 
.4

Net investment gains recognized on sponsored funds
 
48.0

 
58.6

 
(10.6
)
Other investment income
 
12.1

 
14.8

 
(2.7
)
Non-operating investment income
 
$
60.1

 
$
73.4

 
$
(13.3
)

The change in other investment income is primarily attributable to higher net foreign currency transaction losses recognized in the 2015 year-to-date period.

CAPITAL RESOURCES AND LIQUIDITY.

Our cash and sponsored investment holdings at September 30, 2015, were $3.0 billion, and we have no debt. Given the availability of our financial resources, we do not maintain an available external source of liquidity.

Operating activities during the first nine months of 2015 provided cash flows of $1,371.5 million, up $155.4 million from the 2014 period. We used $80.1 million less cash in the first nine months of 2015 compared with the 2014 period to seed new sponsored investment portfolios. Higher net income, non-cash depreciation and amortization, and non-cash stock-based


Page 21


compensation in 2015 period increased cash flows by $28.6 million. Timing differences on the cash settlement of our assets and liabilities increased our operating cash flows by $37.7 million compared to the 2014 period. Our interim operating cash flows do not include the cash impact of variable compensation that is accrued throughout the year before being substantially paid out in December.

Net cash used in investing activities totaled $48.6 million in the first nine months of 2015, a decrease of $367.1 million from the comparable 2014 period, as net investments made into our sponsored funds declined by $394.4 million from the 2014 period. We increased our property and equipment additions by $32.0 million during the first nine months of 2015 compared to the 2014 period. We anticipate property and equipment expenditures for the full year 2015 to be approximately $170 million and expect to fund them from our operating resources.

Net cash used in financing activities was $1,664.6 million in the first nine months of 2015, up $1,110.7 million from the comparable 2014 period. The payment of a $2.00 special dividend on April 23, 2015, and an 18% increase in our regular quarterly per-share dividend accounted for $580.0 million of the increase from the 2014 period. We also increased our common stock repurchases by $537.0 million during the first nine months of 2015 compared with the 2014 period.

We generally repurchase shares of our common stock over time to offset the dilution created by our equity-based compensation plans. Since the end of 2014, we have expended $852 million to repurchase 11.2 million shares, or 4%, of our outstanding common stock. As detailed below, we have returned $3.4 billion to stockholders over the last three years through stock repurchases, our regular quarterly dividends, and two special dividends.

(in millions)
Recurring dividend
 
Special dividend
 
Stock repurchases
 
Total cash returned to stockholders
Q4 2012
$
87.2

 
$
256.6

 
$
—

 
$
343.8

2013
396.6

 
—

 
14.1

 
410.7

2014
462.1

 
—

 
415.5

 
877.6

Nine-months ended September 30, 20151
402.7

 
524.5

 
851.7

 
1,778.9

Total
$
1,348.6

 
$
781.1

 
$
1,281.3

 
$
3,411.0


1 Includes $31.0 million in stock repurchases that were unsettled at September 30, 2015.

NEW ACCOUNTING STANDARDS.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 - Revenue from Contracts with Customers. The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that will be applied to determine the measurement of revenue and timing of when it is recognized. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, which defers the effective date of the standard by one year and permits early adoption. We would be required to adopt the new standard on January 1, 2018. We are currently evaluating the impact this standard will have on our financial position and results of operations.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02 - Consolidation (Topic 810): Amendments to the Consolidation Analysis. This standard modifies existing consolidation guidance for reporting companies that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. The guidance does permit early adoption. We expect that the adoption of the ASU will increase the number of sponsored mutual fund investments that we consolidate, resulting in more volatility in the non-operating investment income line of our consolidated income statement, as the change in fair value of the fund will be recognized in net income instead of other comprehensive income.

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

FORWARD-LOOKING INFORMATION.



Page 22


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: our revenues, net income and earnings per share on common stock; changes in the amount and composition of our assets under management; our expense levels; our estimated effective income tax rate; and our expectations regarding financial markets, future transactions, dividends, investments, capital expenditures, stock repurchases, 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, Risk Factors, of our Form 10-K Annual Report for 2014. 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 U.S. mutual funds (Price funds) and other managed investment portfolios; fluctuations in global financial markets 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 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. 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 investee’s 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 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.; variations in the level of total compensation expense due to, among other things, bonuses, stock option grants and other equity grants, other incentive awards, changes in our employee count and mix, and competitive factors; any goodwill or other asset impairment that may arise; fluctuation in foreign currency exchange rates applicable to our investment in and 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 fund accounting and other recordkeeping services, 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 2014.

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 September 30, 2015. Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures as of September 30, 2015, 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 quarterly report, is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s 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.


Page 23



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 third quarter of 2015, and has concluded that there was no change during the third quarter of 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Page 24

PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings.

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

Item 1A.
Risk Factors.

There have been no material changes in the information provided in Item 1A of our Form 10-K Annual Report for 2014.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

(c) Repurchase activity during the third quarter of 2015 is as follows.
 
Month
 
Total Number of
Shares Purchased
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
 
Maximum Number of Shares that May Yet Be Purchased Under the Program
July
 
1,964,042

 
$
77.09

 
1,947,330

 
14,143,415

August
 
2,164,073

 
$
73.82

 
2,118,568

 
12,024,847

September
 
2,361,038

 
$
69.70

 
2,299,564

 
9,725,283

Total
 
6,489,153

 
$
73.31

 
6,365,462

 
 

Shares repurchased by us in a quarter may include repurchases conducted pursuant to publicly announced board authorization, outstanding shares surrendered to the company to pay the exercise price in connection with swap exercises of employee stock options, and shares withheld to cover the minimum tax withholding obligation associated with the vesting of restricted stock awards. Of the total number of shares purchased during the third quarter of 2015, 123,013 were related to shares surrendered in connection with employee stock option exercises and 678 were related to shares withheld to cover tax withholdings associated with the vesting of restricted stock awards.

The 6,365,462 shares of our common stock were repurchased pursuant to the Board of Directors’ September 8, 2010 and December 11, 2014, publicly announced authorizations. The maximum number of shares that may yet be purchased as of September 30, 2015 under the Board of Directors’ December 11, 2014 publicly announced authorization is 9,725,283.


Item 4.
Mine Safety Disclosures.

Not applicable.

Item 5.
Other Information.

On October 22, 2015, we issued a press release reporting our results of operations for the third quarter of 2015 and first nine months of 2015. A copy of that press release is furnished herewith as Exhibit 99. This information 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.

SEC FILINGS.
We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. To obtain any of this information, access our website at troweprice.com. We use our website as a channel of distribution for material company information.



Page 25


Item 6.
Exhibits.

The following exhibits required by Item 601 of Regulation S-K are furnished herewith.
 
3(i).1
 
Charter of T. Rowe Price Group, Inc., as Amended by Articles of Amendment dated April 10, 2008. (Incorporated by reference from Form 10-Q Report for the quarterly period ended June 30, 2008 filed on April 10, 2008; File No. 033-07012-99).
 
 
 
3(ii)
 
Amended and Restated By-Laws of T. Rowe Price Group, Inc. as of February 12, 2009. (Incorporated by reference from Form 8-K Current Report file on February 17, 2009; File No. 033-07012-99).
 
 
 
10.03
 
Transfer Agency and Service Agreement as of January 1, 2015, between T. Rowe Price Services, Inc. and the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April 27, 2015; File No. 033-16567).
 
 
 
10.04
 
Agreement as of January 1, 2015, between T. Rowe Price Retirement Plan Services, Inc. and certain of the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April 27, 2015; File No. 033-16567).
 
 
 
10.05
 
Fund Accounting Services Agreement as of January 1, 2014 between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April 27, 2015; File No. 033-16567).
 
 
 
10.18.1
 
Amended and Restated 2012 Long-term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2015 filed on April 22, 2015; File No. 000-32191).
 
 
 
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
 
Earnings release issued October 22, 2015, reporting our results of operations for the third quarter and first nine months of 2015.
 
 
 
101
 
The following series of unaudited XBRL-formatted documents are collectively included herewith as Exhibit 101. The financial information is extracted from T. Rowe Price Group’s unaudited condensed consolidated interim financial statements and notes that are included in this Form 10-Q Report.
 
 
 
 
 
101.INS XBRL Instance Document (File name: trow-20150930.xml).
 
 
 
 
 
101.SCH XBRL Taxonomy Extension Schema Document (File name: trow-20150930.xsd).
 
 
 
 
 
101.CAL XBRL Taxonomy Calculation Linkbase Document (File name: trow-20150930_cal.xml).
 
 
 
 
 
101.LAB XBRL Taxonomy Label Linkbase Document (File name: trow-20150930_lab.xml).
 
 
 
 
 
101.PRE XBRL Taxonomy Presentation Linkbase Document (File name: trow-20150930_pre.xml).
 
 
 
 
 
101.DEF XBRL Taxonomy Definition Linkbase Document (File name: trow-20150930_def.xml).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Page 26

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 October 22, 2015.
T. Rowe Price Group, Inc.

By:    /s/ Kenneth V. Moreland
Vice President, Chief Financial Officer and Treasurer

 


Page 27
Exhibit


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. 333-90967, No. 333-59714, No. 333-120882, No. 333-120883, No. 333-142092, No. 333-167317, No. 333-180904, and No. 333-199560.


With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated October 22, 2015 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
October 22, 2015



Exhibit


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 September 30, 2015 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.


October 22, 2015
/s/ James A.C. Kennedy
Chief Executive Officer and President


Exhibit


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 September 30, 2015 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.


October 22, 2015
/s/ Kenneth V. Moreland
Vice President, Chief Financial Officer and Treasurer



Exhibit


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 September 30, 2015 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.

October 22, 2015

/s/ James A.C. Kennedy
Chief Executive Officer and President

/s/ Kenneth V. Moreland
Vice President, Chief Financial Officer and Treasurer


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.



q32015trowpressreleasefi
1 NEWS RELEASE T. ROWE PRICE GROUP REPORTS THIRD QUARTER 2015 RESULTS BALTIMORE (October 22, 2015) - T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) today reported its third quarter of 2015 results, including net revenues of $1.05 billion, net income of $277.1 million, and diluted earnings per common share of $1.06. On a comparable basis, net revenues were $1.02 billion, net income was $303.6 million, and diluted earnings per common share was $1.12 in the third quarter of 2014. Weighted- average common stock outstanding has decreased since the end of 2014 as the firm has repurchased 11.2 million shares, or 4%, of its outstanding common stock during 2015. Financial Highlights Three months ended Percentage change Nine months ended Percentage change (in millions, except per-share data) 9/30/2014 9/30/2015 9/30/2014 9/30/2015 Investment advisory fees $ 890.7 $ 922.6 4 % $ 2,572.4 $ 2,761.3 7 % Net revenues $ 1,020.8 $ 1,049.0 3 % $ 2,959.7 $ 3,148.4 6 % Operating expenses $ 532.1 $ 590.7 11 % $ 1,548.8 $ 1,704.5 10 % Net operating income $ 488.7 $ 458.3 (6)% $ 1,410.9 $ 1,443.9 2 % Non-operating investment income $ 5.2 $ .3 (94)% $ 73.4 $ 60.1 (18)% Net income $ 303.6 $ 277.1 (9)% $ 913.7 $ 919.8 1 % Diluted earnings per share $ 1.12 $ 1.06 (5)% $ 3.37 $ 3.45 2 % Average assets under management (in billions) $ 739.5 $ 763.1 3 % $ 719.4 $ 768.6 7 % Assets under management at September 30, 2015, were $725.5 billion, a decrease of $47.5 billion from June 30, 2015, and $21.3 billion from the end of 2014. Three months ended 9/30/2015 Nine months ended 9/30/2015 (in billions) Sponsored U.S. mutual funds Other investment portfolios Total Sponsored U.S. mutual funds Other investment portfolios Total Assets under management at beginning of period $ 500.1 $ 272.9 $ 773.0 $ 477.6 $ 269.2 $ 746.8 Net cash flows before client transfers (1.2) .5 (.7) 7.5 (8.4) (.9) Client transfers from mutual funds to other portfolios (1.9) 1.9 — (5.8 ) 5.8 — Net cash flows after client transfers (3.1) 2.4 (.7) 1.7 (2.6) (.9) Market depreciation, net of income (31.0) (15.8) (46.8) (13.3 ) (7.1) (20.4) Change during the period (34.1) (13.4) (47.5) (11.6 ) (9.7) (21.3) Assets under management at September 30, 2015 $ 466.0 $ 259.5 $ 725.5 $ 466.0 $ 259.5 $ 725.5

 
2 For the three-month period ended September 30, 2015, the mutual funds' net cash flows after client transfers include net outflows of $3.7 billion from the fixed income funds that were offset in part by net inflows of $.4 billion into the stock and blended asset funds and $.2 billion into the money market funds. For the other portfolios, net cash inflows during the third quarter of 2015 were $2.4 billion, including $1.9 billion of transfers from the mutual funds. These net cash inflows include net inflows from subadvised clients and the firm's other sponsored portfolios that were offset in part by net cash outflows from a small number of institutional investors. The firm's overall net cash flows for the third quarter of 2015 include $1.4 billion that originated in the firm's target-date retirement strategies, which totaled $156.9 billion in assets under management at September 30, 2015. These target-date assets contribute to the nearly $201 billion of assets under management in the firm's asset allocation portfolios. T. Rowe Price remains debt-free with ample liquidity, including cash and sponsored portfolio investment holdings of nearly $3.0 billion at September 30, 2015. The firm expended $852 million during the first nine months of 2015 to repurchase 11.2 million shares of its outstanding common stock, including nearly $467 million to repurchase 6.4 million shares in the third quarter. Based on current strategic projects and plans, the firm expects capital expenditures for the full year 2015 to be about $170 million, including $115 million already invested in technology and facilities this year. The firm's expenditures for the year have been made from its available liquid resources. Investment Performance For the three-year period ended September 30, 2015, 78% of the T. Rowe Price mutual funds across their share classes outperformed their comparable Lipper averages on a total return basis, 77% outperformed for the five-year period, 88% outperformed for the 10-year period, and 71% outperformed for the one-year period. In addition, T. Rowe Price stock, bond, and blended asset funds, that ended the quarter with an overall rating of four or five stars from Morningstar, account for 84% of the assets under management in the firm's rated funds. The performance of the firm's institutional strategies against their benchmarks was substantially similar. The firm's target-date retirement funds continue to deliver very attractive long-term performance, with 100% of these funds outperforming their comparable Lipper averages on a total return basis for the three-, five-, and 10-year periods ended September 30, 2015. Financial Results Investment advisory revenues earned in the third quarter of 2015 from the T. Rowe Price mutual funds distributed in the U.S. were $670.8 million, an increase of $29.2 million, or 5%, from the comparable 2014 quarter. Average mutual fund assets under management in the third quarter of 2015 were $491.7 billion, an increase of 4% from the average in the third quarter of 2014. Investment advisory revenues earned in the third quarter of 2015 from the other investment portfolios were $251.8 million, an increase of $2.7 million, or 1%, from the comparable 2014 quarter. Average assets under management in the third quarter of 2015 were $271.4 billion, an increase of 1% from the average in the third

 
3 quarter of 2014. Investors domiciled outside the United States accounted for about 5% of the firm's assets under management at September 30, 2015. Money market advisory fees and other fund expenses voluntarily waived by the firm to maintain positive yields for investors in the third quarter of 2015 were $11.6 million, compared with $14.6 million in the 2014 quarter. For the first nine months of 2015, the firm has waived $37.8 million in such fees compared with $43.9 million in the 2014 period. The firm expects that it will continue to waive such fees for the remainder of the year and into 2016. Operating expenses were $590.7 million in the third quarter of 2015, up $58.6 million from the comparable 2014 quarter. Compensation and related costs have increased $33.0 million from the third quarter of 2014, due primarily to an increase in the interim accrual for year-end bonus compensation, higher stock-based compensation, and higher salaries and benefits from modest base salary increases at the beginning of the year and added headcount. The firm has increased its average staff size by 3.9% from the third quarter of 2014. At September 30, 2015, the firm employed 5,908 associates compared to 5,991 associates at the end of June. The increase in the firm's average staff size and the decline in the number of associates employed reflect the impact of the previously announced shift of 210 associates to BNY Mellon, with whom the firm has contracted to provide certain administrative services, including fund accounting and recordkeeping operations. Advertising and promotion costs were $13.2 million in the third quarter of 2015, compared with $12.7 million in the comparable 2014 period. The firm currently expects advertising and promotion costs for the full-year 2015 to increase about 5% from 2014 levels. Occupancy and facility costs, together with depreciation and amortization expense, were $73.4 million in the third quarter of 2015, up $9.2 million compared to the third quarter of 2014. The increase is primarily related to the ongoing update and enhancement of technology capabilities, including related maintenance programs. Other operating expenses in the third quarter of 2015 were up $15.2 million from the comparable 2014 quarter. More than half of the increase is attributable to costs now being paid to BNY Mellon for the performance of certain administrative services. The remainder of the increase in costs is due to higher business demands and the firm's continued investment in its operating capabilities. Net non-operating investment income in the third quarter of 2015 decreased $4.9 million from the 2014 quarter. In the third quarter of 2015, the firm recognized a $5.8 million foreign currency loss upon the deconsolidation of a mutual fund investment and a $4.8 million other-than-temporary impairment of an investment. These losses in the third quarter of 2015 were offset in part by an increase of $8.7 million in gains realized on the sale of certain of its sponsored fund investments in the third quarter of 2015 compared with the 2014 quarter. The

 
4 remainder of the decrease from the third quarter of 2014 is primarily from larger market losses recognized on the firm's other investment portfolios. The firm's effective tax rate for the third quarter of 2015 is 39.6%, which reflects certain adjustments made in the quarter to certain prior years' tax positions. The firm currently estimates that its effective rate for the full- year 2015 will be about 38.9%. Management Commentary James A. C. Kennedy, the company’s chief executive officer and president, commented: “The most impactful news of the recent quarter has been the first U.S. equities market correction in nearly four years, reached during the lows of late August. Over the full quarter, the S&P 500 was down just over 6%. Smaller companies and non-U.S. equities generally performed worse, especially in emerging markets. U.S. investment grade bonds produced positive returns, outperforming most high yield issues and non-U.S. bonds. “The consumer is buoyed by job growth and low inflation, most corporations enjoy a strong level of earnings and recovered balance sheets, and the U.S. economy continues on its path of modest expansion. Nevertheless, expectations for the pace of growth both in the U.S. and around the world have become more muted. Concerns are largely focused on the significant impact of lower commodity prices on the earnings, capital expenditures, and balance sheets of natural resource companies and their suppliers; the impact of the strong dollar on multi-national firms’ earnings; and the lower growth profile in China as well as in many other emerging markets. Meanwhile the markets await the Federal Reserve’s decision to begin the normalization of interest rates. Given these uncertainties, global market volatility has risen and markets are likely to remain choppy. “Within this environment our investment teams have generally done well for our clients. Over the one-, three-, five-, and 10-year time periods the majority of our portfolios have outperformed both their respective indices and competitors. “We have returned $3.4 billion to stockholders over the last three years, including nearly $1.8 billion in the first nine months of 2015. We have done so through stock repurchases, our regular quarterly dividends, and two special dividends. “As always, markets are a key driver of our short-term earnings results. The decline in global markets reduced our assets under management this quarter which has impacted our revenues. However, T. Rowe Price remains in a very favorable financial position, with a very strong cash position, no debt, and robust operating cash flows. The strength of our balance sheet gives us substantial flexibility to weather the inevitable ups and downs in the market, and allows us to continue to invest in our people and our strategic priorities. For example, we continue to broaden our distribution reach, and are pleased with the early levels of activity.”

 
5 Other Matters The financial results presented in this release are unaudited. The firm expects that it will file its Form 10-Q Quarterly Report for the third quarter of 2015 with the U.S. Securities and Exchange Commission later today. The Form 10-Q will include additional information on the firm's unaudited financial results at September 30, 2015. Certain statements in this earnings release may represent “forward-looking information,” including information relating to anticipated changes in revenues, net income and earnings per common share, anticipated changes in the amount and composition of assets under management, anticipated expense levels, estimated tax rates, and expectations regarding financial results, future transactions, investments, capital expenditures, dividends, stock repurchases, and other market conditions. For a discussion concerning risks and other factors that could affect future results, see the firm's 2014 Form 10-K. Founded in 1937, Baltimore-based T. Rowe Price (troweprice.com) 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 Price's disciplined, risk-aware investment approach focuses on diversification, style consistency, and fundamental research. CONTACT T. ROWE PRICE, PUBLIC RELATIONS Brian Lewbart 410-345-2242 brian_lewbart@troweprice.com Elizabeth Dudley 410-577-4237 elizabeth_dudley@troweprice.com

 
6 Unaudited Condensed Consolidated Statements of Income (in millions, except per share amounts) Three months ended Nine months ended Revenues 9/30/2014 9/30/2015 9/30/2014 9/30/2015 Investment advisory fees $ 890.7 $ 922.6 $ 2,572.4 $ 2,761.3 Administrative fees 92.7 88.3 280.8 272.9 Distribution and servicing fees 37.4 38.1 106.5 114.2 Net revenues 1,020.8 1,049.0 2,959.7 3,148.4 Operating expenses Compensation and related costs 346.4 379.4 991.7 1,086.8 Advertising and promotion 12.7 13.2 49.9 52.7 Distribution and servicing costs 37.4 38.1 106.5 114.2 Depreciation and amortization of property and equipment 28.3 33.1 83.4 94.4 Occupancy and facility costs 35.9 40.3 107.3 118.5 Other operating expenses 71.4 86.6 210.0 237.9 Total operating expenses 532.1 590.7 1,548.8 1,704.5 Net operating income 488.7 458.3 1,410.9 1,443.9 Non-operating investment income 5.2 0.3 73.4 60.1 Income before income taxes 493.9 458.6 1,484.3 1,504.0 Provision for income taxes 190.3 181.5 570.6 584.2 Net income $ 303.6 $ 277.1 $ 913.7 $ 919.8 Net income allocated to common stockholders Three months ended Nine months ended 9/30/2014 9/30/2015 9/30/2014 9/30/2015 Net income $ 303.6 $ 277.1 $ 913.7 $ 919.8 Less: net income allocated to outstanding restricted stock and stock unit holders (3.8) (4.1) (10.5) (11.8) Net income allocated to common stockholders $ 299.8 $ 273 $ 903.2 $ 908 Earnings per share on common stock Basic $ 1.15 $ 1.08 $ 3.47 $ 3.54 Diluted $ 1.12 $ 1.06 $ 3.37 $ 3.45 Weighted-average common shares Outstanding 259.7 252.7 260.2 256.3 Outstanding assuming dilution 267.4 258.6 268.2 262.9 Dividends declared per share, including a $2.00 per share special cash dividend declared and paid in the first quarter of 2015 $ .44 $ .52 $ 1.32 $ 3.56

 
7 Investment Advisory Revenues (in millions) Three months ended Nine months ended 9/30/2014 9/30/2015 9/30/2014 9/30/2015 Sponsored U.S. mutual funds Stock and blended asset $ 537.8 $ 563.0 $ 1,549.8 $ 1,681.7 Bond and money market 103.8 107.8 296.0 318.0 641.6 670.8 1,845.8 1,999.7 Other investment portfolios Stock and blended asset 210.8 212.2 610.1 645.2 Bond, money market, and stable value 38.3 39.6 116.5 116.4 249.1 251.8 726.6 761.6 Total $ 890.7 $ 922.6 $ 2,572.4 $ 2,761.3 Average Assets Under Management (in billions) Three months ended Nine months ended 9/30/2014 9/30/2015 9/30/2014 9/30/2015 Sponsored U.S. mutual funds Stock and blended asset $ 367.5 $ 386.0 $ 356.3 $ 388.8 Bond and money market 104.2 105.7 100.6 106.2 471.7 491.7 456.9 495.0 Other investment portfolios Stock and blended asset 205.7 207.2 200.2 210.3 Bond, money market, and stable value 62.1 64.2 62.3 63.3 267.8 271.4 262.5 273.6 Total $ 739.5 $ 763.1 $ 719.4 $ 768.6 Ending Assets Under Management (in billions) As of 12/31/2014 9/30/2015 Sponsored U.S. mutual funds Stock and blended asset $ 373.0 $ 362.8 Bond and money market 104.6 103.2 477.6 466.0 Other investment portfolios Stock and blended asset 206.9 195.1 Bond, money market, and stable value 62.3 64.4 269.2 259.5 Total $ 746.8 $ 725.5 Stock and blended asset portfolios $ 579.9 $ 557.9 Fixed income portfolios 166.9 167.6 Total $ 746.8 $ 725.5 Condensed Consolidated Cash Flows Information (in millions) Nine months ended 9/30/2014 9/30/2015 Cash provided by operating activities, including $107.4 of stock-based compensation expense in 2015 $ 1,216.1 $ 1,371.5 Cash used in investing activities, including ($114.6) for additions to property and equipment and $72.4 in net proceeds from sponsored fund dispositions in 2015 (415.7) (48.6) Cash used in financing activities, including common stock repurchases of ($820.7) and dividends paid of ($927.2) in 2015 (553.9) (1,664.6) Net change in cash during the period $ 246.5 $ (341.7) Condensed Consolidated Balance Sheet Information (in millions) As of 12/31/2014 9/30/2015 Cash and cash equivalents $ 1,506.1 $ 1,164.4 Accounts receivable and accrued revenue 442.8 431.4 Investments in sponsored funds 1,884.0 1,805.1 Other investments 408.3 395.5 Property and equipment, net 586.4 603.0 Goodwill 665.7 665.7 Other assets 151.1 201.5 Total assets 5,644.4 5,266.6 Total liabilities 249.2 593.0 Stockholders' equity, 251.7 common shares outstanding at September 30, 2015, includes net unrealized holding gains of $120.5 at September 30, 2015 $ 5,395.2 $ 4,673.6