|
Maryland
|
|
52-2264646
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
Item 1.
|
Financial Statements.
|
|
12/31/2012
|
|
3/31/2013
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
879.1
|
|
|
$
|
1,285.9
|
|
Accounts receivable and accrued revenue
|
353.9
|
|
|
364.6
|
|
||
Investments in sponsored funds
|
1,140.1
|
|
|
1,184.8
|
|
||
Debt securities held by savings bank subsidiary
|
136.0
|
|
|
134.2
|
|
||
Other investments
|
304.7
|
|
|
302.2
|
|
||
Property and equipment
|
561.0
|
|
|
563.0
|
|
||
Goodwill
|
665.7
|
|
|
665.7
|
|
||
Other assets
|
162.3
|
|
|
110.2
|
|
||
Total assets
|
$
|
4,202.8
|
|
|
$
|
4,610.6
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
89.7
|
|
|
$
|
97.9
|
|
Accrued compensation and related costs
|
90.8
|
|
|
135.8
|
|
||
Income taxes payable
|
21.5
|
|
|
120.4
|
|
||
Customer deposits at savings bank subsidiary
|
154.7
|
|
|
149.5
|
|
||
Total liabilities
|
356.7
|
|
|
503.6
|
|
||
|
|
|
|
||||
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 257,018,000 shares in 2012 and 259,257,000 in 2013
|
51.4
|
|
|
51.9
|
|
||
Additional capital in excess of par value
|
631.0
|
|
|
738.1
|
|
||
Retained earnings
|
3,031.8
|
|
|
3,175.0
|
|
||
Accumulated other comprehensive income
|
131.9
|
|
|
142.0
|
|
||
Total stockholders’ equity
|
3,846.1
|
|
|
4,107.0
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,202.8
|
|
|
$
|
4,610.6
|
|
|
Three months ended
|
||||||
|
3/31/2012
|
|
3/31/2013
|
||||
Revenues
|
|
|
|
||||
Investment advisory fees
|
$
|
623.0
|
|
|
$
|
702.9
|
|
Administrative fees
|
82.9
|
|
|
86.3
|
|
||
Distribution and servicing fees
|
22.2
|
|
|
26.2
|
|
||
Net revenue of savings bank subsidiary
|
.6
|
|
|
.3
|
|
||
Net revenues
|
728.7
|
|
|
815.7
|
|
||
|
|
|
|
||||
Operating expenses
|
|
|
|
||||
Compensation and related costs
|
260.7
|
|
|
279.1
|
|
||
Advertising and promotion
|
25.8
|
|
|
25.3
|
|
||
Distribution and servicing costs
|
22.2
|
|
|
26.2
|
|
||
Depreciation and amortization of property and equipment
|
19.1
|
|
|
21.5
|
|
||
Occupancy and facility costs
|
30.1
|
|
|
33.0
|
|
||
Other operating expenses
|
54.6
|
|
|
58.0
|
|
||
Total operating expenses
|
412.5
|
|
|
443.1
|
|
||
|
|
|
|
||||
Net operating income
|
316.2
|
|
|
372.6
|
|
||
|
|
|
|
||||
Non-operating investment income
|
5.1
|
|
|
18.3
|
|
||
|
|
|
|
||||
Income before income taxes
|
321.3
|
|
|
390.9
|
|
||
Provision for income taxes
|
123.8
|
|
|
149.0
|
|
||
Net income
|
$
|
197.5
|
|
|
$
|
241.9
|
|
|
|
|
|
||||
Earnings per share on common stock
|
|
|
|
||||
Basic
|
$
|
.78
|
|
|
$
|
.93
|
|
Diluted
|
$
|
.75
|
|
|
$
|
.91
|
|
|
|
|
|
||||
Dividends declared per share
|
$
|
.34
|
|
|
$
|
.38
|
|
|
Three months ended
|
||||||
|
3/31/2012
|
|
3/31/2013
|
||||
Net income
|
$
|
197.5
|
|
|
$
|
241.9
|
|
Other comprehensive income
|
|
|
|
||||
Net unrealized holding gains on:
|
|
|
|
||||
Investments in sponsored funds
|
|
|
|
||||
Net unrealized holding gains
|
72.3
|
|
|
34.7
|
|
||
Reclassification adjustment recognized in non-operating investment income:
Net gains realized on dispositions, determined using average cost
|
—
|
|
|
(11.4
|
)
|
||
Investments in sponsored funds
|
72.3
|
|
|
23.3
|
|
||
Debt securities held by savings bank subsidiary
|
.4
|
|
|
(.5
|
)
|
||
Proportionate share of net unrealized holding gains on securities held by UTI Asset Management Company Limited
|
—
|
|
|
.1
|
|
||
Total net unrealized holding gains recognized in other comprehensive income
|
72.7
|
|
|
22.9
|
|
||
Currency translation adjustment
|
(11.3
|
)
|
|
(5.2
|
)
|
||
Total other comprehensive income before income taxes
|
61.4
|
|
|
17.7
|
|
||
Deferred income taxes
|
(25.1
|
)
|
|
(7.6
|
)
|
||
Total other comprehensive income
|
36.3
|
|
|
10.1
|
|
||
Total comprehensive income
|
$
|
233.8
|
|
|
$
|
252.0
|
|
|
Three months ended
|
||||||
|
3/31/2012
|
|
3/31/2013
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
197.5
|
|
|
$
|
241.9
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
19.1
|
|
|
21.5
|
|
||
Stock-based compensation expense
|
24.1
|
|
|
23.7
|
|
||
Intangible asset amortization
|
.1
|
|
|
.1
|
|
||
Realized gains on dispositions of sponsored funds
|
—
|
|
|
(11.4
|
)
|
||
Changes in securities held by consolidated sponsored investment portfolios
|
(79.0
|
)
|
|
(1.0
|
)
|
||
Other changes in assets and liabilities
|
104.0
|
|
|
184.6
|
|
||
Net cash provided by operating activities
|
265.8
|
|
|
459.4
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Investments in sponsored funds
|
—
|
|
|
(33.9
|
)
|
||
Dispositions of sponsored funds
|
—
|
|
|
23.9
|
|
||
Investments in debt securities held by savings bank subsidiary
|
(17.1
|
)
|
|
(10.3
|
)
|
||
Proceeds from debt securities held by savings bank subsidiary
|
30.8
|
|
|
11.6
|
|
||
Additions to property and equipment
|
(18.6
|
)
|
|
(22.8
|
)
|
||
Other investing activity
|
(4.4
|
)
|
|
(.1
|
)
|
||
Net cash used in investing activities
|
(9.3
|
)
|
|
(31.6
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Common share issuances under stock-based compensation plans
|
24.1
|
|
|
70.2
|
|
||
Excess tax benefits from stock-based compensation plans
|
13.9
|
|
|
12.7
|
|
||
Dividends
|
(86.8
|
)
|
|
(98.7
|
)
|
||
Change in savings bank subsidiary deposits
|
(2.1
|
)
|
|
(5.2
|
)
|
||
Net cash used in financing activities
|
(50.9
|
)
|
|
(21.0
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
||||
Net change during period
|
205.6
|
|
|
406.8
|
|
||
At beginning of year
|
897.9
|
|
|
879.1
|
|
||
At end of period
|
$
|
1,103.5
|
|
|
$
|
1,285.9
|
|
|
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, 2012
|
257,018
|
|
|
$
|
51.4
|
|
|
$
|
631.0
|
|
|
$
|
3,031.8
|
|
|
$
|
131.9
|
|
|
$
|
3,846.1
|
|
Net income
|
|
|
|
|
|
|
241.9
|
|
|
|
|
241.9
|
|
|||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
10.1
|
|
|
10.1
|
|
|||||||||
Dividends
|
|
|
|
|
|
|
(98.7
|
)
|
|
|
|
(98.7
|
)
|
|||||||||
Common stock-based compensation plans activity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Shares issued upon option exercises
|
1,878
|
|
|
.4
|
|
|
70.8
|
|
|
|
|
|
|
71.2
|
|
|||||||
Restricted shares issued, net of shares withheld for taxes
|
393
|
|
|
.1
|
|
|
(.1
|
)
|
|
|
|
|
|
—
|
|
|||||||
Shares issued upon vesting of restricted stock units
|
2
|
|
|
.0
|
|
|
.0
|
|
|
|
|
|
|
.0
|
|
|||||||
Forfeiture of restricted awards
|
(34
|
)
|
|
.0
|
|
|
.0
|
|
|
|
|
|
|
—
|
|
|||||||
Net tax benefits
|
|
|
|
|
12.7
|
|
|
|
|
|
|
12.7
|
|
|||||||||
Stock-based compensation expense
|
|
|
|
|
23.7
|
|
|
|
|
|
|
23.7
|
|
|||||||||
Balances at March 31, 2013
|
259,257
|
|
|
$
|
51.9
|
|
|
$
|
738.1
|
|
|
$
|
3,175.0
|
|
|
$
|
142.0
|
|
|
$
|
4,107.0
|
|
NOTE 1
|
– THE COMPANY AND BASIS OF PREPARATION.
|
NOTE 2
|
– INFORMATION ABOUT RECEIVABLES, REVENUES, AND SERVICES.
|
|
Three months ended
|
||||||
|
3/31/2012
|
|
3/31/2013
|
||||
Sponsored mutual funds in the U.S.
|
|
|
|
||||
Stock and blended asset
|
$
|
344.1
|
|
|
$
|
398.9
|
|
Bond and money market
|
81.8
|
|
|
91.7
|
|
||
|
425.9
|
|
|
490.6
|
|
||
Other portfolios
|
|
|
|
||||
Stock and blended asset
|
157.4
|
|
|
171.1
|
|
||
Bond, money market, and stable value
|
39.7
|
|
|
41.2
|
|
||
|
197.1
|
|
|
212.3
|
|
||
Total
|
$
|
623.0
|
|
|
$
|
702.9
|
|
|
Average during
|
|
|
|
|
||||||||||
|
the first quarter of
|
|
As of
|
||||||||||||
|
2012
|
|
2013
|
|
12/31/2012
|
|
3/31/2013
|
||||||||
Sponsored mutual funds in the U.S.
|
|
|
|
|
|
|
|
||||||||
Stock and blended asset
|
$
|
232.1
|
|
|
$
|
273.4
|
|
|
$
|
256.9
|
|
|
$
|
284.2
|
|
Bond and money market
|
80.3
|
|
|
91.4
|
|
|
90.0
|
|
|
92.8
|
|
||||
|
312.4
|
|
|
364.8
|
|
|
346.9
|
|
|
377.0
|
|
||||
Other portfolios
|
|
|
|
|
|
|
|
||||||||
Stock and blended asset
|
156.0
|
|
|
171.0
|
|
|
164.2
|
|
|
175.4
|
|
||||
Bond, money market, and stable value
|
61.9
|
|
|
65.2
|
|
|
65.7
|
|
|
65.0
|
|
||||
|
217.9
|
|
|
236.2
|
|
|
229.9
|
|
|
240.4
|
|
||||
Total
|
$
|
530.3
|
|
|
$
|
601.0
|
|
|
$
|
576.8
|
|
|
$
|
617.4
|
|
NOTE 3
|
– INVESTMENTS IN SPONSORED FUNDS - AVAILABLE-FOR-SALE.
|
|
Aggregate
cost
|
|
Unrealized holding gains
|
|
Aggregate
fair value
|
||||||
|
|
|
|||||||||
December 31, 2012
|
|
|
|
|
|
||||||
Stock and blended asset funds
|
$
|
336.9
|
|
|
$
|
178.9
|
|
|
$
|
515.8
|
|
Bond funds
|
570.9
|
|
|
53.4
|
|
|
624.3
|
|
|||
Total
|
$
|
907.8
|
|
|
$
|
232.3
|
|
|
$
|
1,140.1
|
|
|
|
|
|
|
|
||||||
March 31, 2013
|
|
|
|
|
|
||||||
Stock and blended asset funds
|
$
|
348.3
|
|
|
$
|
203.6
|
|
|
$
|
551.9
|
|
Bond funds
|
580.9
|
|
|
52.0
|
|
|
632.9
|
|
|||
Total
|
$
|
929.2
|
|
|
$
|
255.6
|
|
|
$
|
1,184.8
|
|
NOTE 4
|
– DEBT SECURITIES HELD BY SAVINGS BANK SUBSIDIARY.
|
|
12/31/2012
|
|
3/31/2013
|
||||||||||||
|
Fair
value
|
|
Unrealized
holding
gains
(losses)
|
|
Fair
value
|
|
Unrealized
holding
gains
(losses)
|
||||||||
Investments with temporary impairment (0 securities in 2013) of
|
|
|
|
|
|
|
|
||||||||
Less than 12 months
|
$
|
6.4
|
|
|
$
|
.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
12 months or more
|
1.0
|
|
|
.0
|
|
|
—
|
|
|
—
|
|
||||
Total
|
7.4
|
|
|
.0
|
|
|
—
|
|
|
—
|
|
||||
Investments with unrealized holding gains
|
128.6
|
|
|
3.2
|
|
|
134.2
|
|
|
2.7
|
|
||||
Total
|
$
|
136.0
|
|
|
$
|
3.2
|
|
|
$
|
134.2
|
|
|
$
|
2.7
|
|
Aggregate cost
|
$
|
132.8
|
|
|
|
|
$
|
131.5
|
|
|
|
NOTE 5
|
– OTHER INVESTMENTS.
|
|
12/31/2012
|
|
3/31/2013
|
||||
Cost method investments
|
|
|
|
||||
10% interest in Daiwa SB Investments Ltd. (Japan)
|
$
|
12.7
|
|
|
$
|
12.6
|
|
Other investments
|
46.5
|
|
|
47.8
|
|
||
Equity method investments
|
|
|
|
||||
26% interest in UTI Asset Management Company Limited (India)
|
139.8
|
|
|
136.3
|
|
||
Other investments
|
9.4
|
|
|
8.1
|
|
||
Investments held as trading
|
|
|
|
||||
Sponsored fund investments
|
2.6
|
|
|
2.7
|
|
||
Securities held by consolidated sponsored investment portfolios
|
92.7
|
|
|
93.7
|
|
||
U.S. Treasury note
|
1.0
|
|
|
1.0
|
|
||
Total
|
$
|
304.7
|
|
|
$
|
302.2
|
|
NOTE 6
|
– FAIR VALUE MEASUREMENTS.
|
|
Level 1
|
|
Level 2
|
||||
December 31, 2012
|
|
|
|
||||
Cash equivalents
|
$
|
732.8
|
|
|
|
||
Investments in sponsored funds
|
1,140.1
|
|
|
|
|||
Investments held as trading
|
18.1
|
|
|
$
|
77.2
|
|
|
Debt securities held by savings bank subsidiary
|
—
|
|
|
136.0
|
|
||
Total
|
$
|
1,891.0
|
|
|
$
|
213.2
|
|
|
|
|
|
||||
March 31, 2013
|
|
|
|
||||
Cash equivalents
|
$
|
1,099.3
|
|
|
|
||
Investments in sponsored funds
|
1,184.8
|
|
|
|
|||
Investments held as trading
|
27.8
|
|
|
$
|
68.6
|
|
|
Debt securities held by savings bank subsidiary
|
—
|
|
|
134.2
|
|
||
Total
|
$
|
2,311.9
|
|
|
$
|
202.8
|
|
NOTE 7
|
– STOCK-BASED COMPENSATION.
|
|
Options
|
|
Weighted-
average
exercise
price
|
|||
Outstanding at beginning of year
|
34,622,435
|
|
|
$
|
48.82
|
|
Semiannual grants
|
1,766,900
|
|
|
$
|
71.41
|
|
Reload grants
|
10,953
|
|
|
$
|
73.37
|
|
Exercised
|
(2,374,340
|
)
|
|
$
|
45.10
|
|
Forfeited
|
(332,429
|
)
|
|
$
|
53.56
|
|
Expired
|
(1,217
|
)
|
|
$
|
53.22
|
|
Outstanding at end of period
|
33,692,302
|
|
|
$
|
50.23
|
|
Exercisable at end of period
|
17,982,520
|
|
|
$
|
45.54
|
|
|
Restricted
shares
|
|
Restricted
stock
units
|
|
Weighted-average
fair value
|
||||
Nonvested at beginning of year
|
1,161,164
|
|
|
597,042
|
|
|
$
|
59.13
|
|
Granted to employees - time-based
|
381,457
|
|
|
163,923
|
|
|
$
|
71.41
|
|
Granted to employees - performance-based
|
12,000
|
|
|
34,050
|
|
|
$
|
71.41
|
|
Vested
|
(688
|
)
|
|
(1,868
|
)
|
|
$
|
50.96
|
|
Forfeited
|
(33,734
|
)
|
|
(4,126
|
)
|
|
$
|
58.47
|
|
Nonvested at end of period
|
1,520,199
|
|
|
789,021
|
|
|
$
|
62.30
|
|
Second quarter 2013
|
$
|
28.5
|
|
Third quarter 2013
|
28.2
|
|
|
Fourth quarter 2013
|
23.4
|
|
|
2014
|
68.5
|
|
|
2015 through 2018
|
66.1
|
|
|
Total
|
$
|
214.7
|
|
NOTE 8
|
– EARNINGS PER SHARE CALCULATIONS.
|
|
Three months ended
|
||||||
|
3/31/2012
|
|
3/31/2013
|
||||
Net income
|
$
|
197.5
|
|
|
$
|
241.9
|
|
Less: net income allocated to outstanding restricted stock and stock unit holders
|
(1.0
|
)
|
|
(1.8
|
)
|
||
Net income allocated to common stockholders
|
$
|
196.5
|
|
|
$
|
240.1
|
|
|
|
|
|
||||
Weighted-average common shares
|
|
|
|
||||
Outstanding
|
253.1
|
|
|
256.9
|
|
||
Outstanding assuming dilution
|
261.0
|
|
|
264.9
|
|
|
Three months ended
|
||||||
|
3/31/2012
|
|
3/31/2013
|
||||
Weighted-average outstanding stock options excluded
|
4.5
|
|
|
3.6
|
|
||
Average exercise price
|
$
|
65.80
|
|
|
$
|
65.89
|
|
NOTE 9
|
– OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME.
|
|
Three months ended
|
||||||
|
3/31/2012
|
|
3/31/2013
|
||||
Deferred income taxes on:
|
|
|
|
||||
Net unrealized holding gains
|
$
|
(29.1
|
)
|
|
$
|
(13.8
|
)
|
Reclassification adjustment recognized in non-operating investment income:
Net gains realized on dispositions, determined using average cost
|
—
|
|
|
4.4
|
|
||
Deferred income taxes on net unrealized holding gains recognized in other comprehensive income
|
(29.1
|
)
|
|
(9.4
|
)
|
||
Deferred tax benefit on currency translation adjustment
|
4.0
|
|
|
1.8
|
|
||
Total deferred income taxes
|
$
|
(25.1
|
)
|
|
$
|
(7.6
|
)
|
|
12/31/2012
|
|
Other comprehensive income, net of tax
|
|
3/31/2013
|
||||||
Net unrealized holding gains on:
|
|
|
|
|
|
||||||
Investments in sponsored funds
|
$
|
232.3
|
|
|
$
|
23.3
|
|
|
$
|
255.6
|
|
Debt securities held by savings bank subsidiary
|
3.2
|
|
|
(.5
|
)
|
|
2.7
|
|
|||
Proportionate share of investments held by UTI
|
.6
|
|
|
.1
|
|
|
.7
|
|
|||
|
236.1
|
|
|
22.9
|
|
|
259.0
|
|
|||
Deferred income taxes
|
(91.6
|
)
|
|
(9.4
|
)
|
|
(101.0
|
)
|
|||
Net unrealized holding gains, net of taxes
|
144.5
|
|
|
13.5
|
|
|
158.0
|
|
|||
Currency translation adjustment, net of taxes
|
(12.6
|
)
|
|
(3.4
|
)
|
|
(16.0
|
)
|
|||
Accumulated other comprehensive income
|
$
|
131.9
|
|
|
$
|
10.1
|
|
|
$
|
142.0
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
Three months ended
|
Index
|
|
3/31/2013
|
S&P 500 Index
|
|
10.6%
|
NASDAQ Composite Index
(1)
|
|
8.2%
|
Russell 2000 Index
|
|
12.4%
|
MSCI EAFE (Europe, Australasia, and Far East) Index
|
|
5.2%
|
MSCI Emerging Markets Index
|
|
-1.6%
|
|
Three months ended
|
Index
|
3/31/2013
|
Barclays U.S. Aggregate Index
|
-0.1%
|
Credit Suisse High Yield Index
|
2.9%
|
Barclays Municipal Bond Index
|
0.3%
|
Barclays Global Aggregate Ex-U.S. Dollar Bond Index
|
-3.5%
|
JPMorgan Emerging Markets Bond Plus
|
-3.3%
|
|
Quarter ended 3/31/2013
|
||
Assets under management at beginning of period
|
$
|
576.8
|
|
Net cash flows
|
|
||
Sponsored mutual funds in the U.S.
|
7.6
|
|
|
Other portfolios
|
(4.3
|
)
|
|
|
3.3
|
|
|
Market valuation changes and income
|
37.3
|
|
|
Change during the period
|
40.6
|
|
|
Assets under management at end of period
|
$
|
617.4
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
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
|
|||||
January
|
|
157,799
|
|
|
$
|
70.33
|
|
|
—
|
|
|
11,413,467
|
|
February
|
|
133,303
|
|
|
$
|
72.52
|
|
|
—
|
|
|
11,413,467
|
|
March
|
|
131,762
|
|
|
$
|
74.32
|
|
|
—
|
|
|
11,413,467
|
|
Total
|
|
422,864
|
|
|
$
|
72.26
|
|
|
—
|
|
|
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
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).
|
|
|
|
|
|
15
|
|
Letter from KPMG LLP, independent registered public accounting firm, re unaudited interim financial information.
|
|
|
|
|
|
10.18.5
|
|
HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2012 Long-Term Incentive Plan.
|
|
|
|
|
|
10.18.6
|
|
Forms of Agreement for Stock Options issued under the HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2012 Long-Term Incentive Plan.
|
|
|
|
|
|
31(i).1
|
|
Rule 13a-14(a) Certification of Principal Executive Officer.
|
|
|
|
|
|
31(i).2
|
|
Rule 13a-14(a) Certification of Principal Financial Officer.
|
|
|
|
|
|
32
|
|
Section 1350 Certifications.
|
|
|
|
|
|
99
|
|
Press release issued April 24, 2013, reporting our results of operations for the first quarter of 2013.
|
|
|
|
|
|
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-20130331.xml).
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document (File name: trow-20130331.xsd).
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document (File name: trow-20130331_cal.xml).
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document (File name: trow-20130331_lab.xml).
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document (File name: trow-20130331_pre.xml).
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document (File name: trow-20130331_def.xml).
|
1.
|
General
|
2.
|
Establishment of Sub-Plan
|
3.
|
Purpose of Sub-Plan
|
4.
|
HM Revenue and Customs approval of Sub-Plan
|
5.
|
Rules of Sub-Plan
|
6.
|
Relationship of Sub-Plan to Plan
|
Acquiring Company
|
a company which obtains Control of Price Group in the circumstances referred to in rule 26;
|
Approval Date
|
the date on which the Sub-Plan is approved by HM Revenue and Customs under Schedule 4;
|
Associated Company
|
the meaning given to that expression by paragraph 35 of Schedule 4;
|
Close Company
|
the meaning given to that expression by section 439 of CTA 2010 as referred by paragraph 37 of Schedule 4;
|
Consortium
|
the meaning given to that word by paragraph 36(2) of Schedule 4;
|
Control
CTA 2010
|
the meaning given to that word by section 719 of ITEPA 2003 and “Controlled” shall be construed accordingly;
The Corporation Tax Act 2010
|
Date of Grant
|
the date on which an Option is granted to an Eligible Individual determined in accordance with Section 7(c) of the Plan;
|
Eligible Individual
|
an individual who falls within Section 6 of the Plan and who is:
(a)
an employee (other than a director) of Price Group or a company participating in the Sub-Plan; or
(b)
a director of Price Group or a company participating in the Sub-Plan who is contracted to work at least 25 hours per week for Price Group and its subsidiaries or any of them (exclusive of meal breaks)
and who, in either case, does not have at the Date of Grant of an Option, and has not had during the preceding twelve months, a Material Interest in a Close Company which is Price Group or a company which has Control of Price Group or a member of a Consortium which owns Price Group;
|
Expiration Date
|
means the date on which an Option expires if not sooner exercised, forfeited or otherwise terminated;
|
Grantee
ITA 2007
|
An individual who holds an Option, or where the context permits, his legal personal representatives;
The Income Tax Act 2007;
|
ITEPA 2003
|
The Income Tax (Earnings and Pensions Act 2003);
|
Key Feature
|
means a provision of the Plan or the Sub-Plan which is necessary in order to meet the requirements of Schedule 4;
|
Market Value
|
notwithstanding Section 17(p) of the Plan
(a) in the case of an Option granted under the Sub Plan:
(i)
if at the relevant time the Shares are listed on the NASDAQ Stock Market the NASDAQ Official Closing Price (NOCP) for the Date of Grant of the Option, or if no reported price for that day, the preceding day for which there was a reported price. In the event Shares are no longer listed on the NASDAQ Stock Market, but instead are listed on another stock exchange registered with the Securities and Exchange Commission of the United States as a national securities exchange under Section 6 of the Exchange Act 1934, and such exchange is a Recognised Stock Exchange, the comparable last or closing selling price on that exchange);
(ii)
if paragraph (i) does not apply, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with HM Revenue and Customs Shares and Assets Valuation on the Date of Grant of the Option or such earlier date or dates as may be agreed with HM Revenue and Customs;
((b) in the case of an option granted under any other share option scheme, the market value of an ordinary share in the capital of Price Group determined under the rules of such scheme for the purpose of the grant of the option;
|
Material Interest
|
The meaning given to that expression by paragraphs 9 to 14 of Schedule 4;
|
New Option
|
an option granted by way of exchange under rule 26.1;
|
New Shares
|
the shares subject to a New Option referred to in rule 26.1;
|
Notice
|
means the Notice of Grant of Stock Option Award which correlates with the Terms and sets forth the specifics of the applicable award of Options;
|
Option
|
a subsisting right to acquire Shares granted under the Sub-Plan;
|
Ordinary Share Capital
|
the meaning given to that expression by section 989 of ITA 2007;
|
Recognised Stock Exchange
|
the meaning given to that expression by section 1005 of ITA 2007;
|
Schedule
|
means the provisions as set out in this Sub-Plan;
|
Schedule 4
|
means Schedule 4 to ITEPA 2003;
|
Shares
|
ordinary shares of Common Stock of Price Group, par value twenty cents ($0.20) per share.
|
•
|
words and expressions not defined above have the same meanings as are given to them in the Plan;
|
•
|
the rule headings are inserted for ease of reference only and do not affect their interpretation;
|
•
|
a reference to a rule is a reference to a rule in this Schedule;
|
•
|
the singular includes the plural and vice-versa and the masculine includes the feminine; and
|
•
|
a reference to a statutory provision is a reference to a United Kingdom statutory provision and includes any statutory modification, amendment or re-enactment thereof.
|
8.
|
Companies participating in Sub-Plan
|
9.
|
Shares used in Sub-Plan
|
10.
|
Grant of Options
|
10.1
|
An Option granted under the Sub-Plan shall be granted under and subject to the rules of the Plan as modified by this Schedule, and the Terms.
|
10.3
|
Section 7(b) of the Plan shall not apply to Options
|
•
|
that it is issued in respect of an Option granted under the Sub-Plan;
|
•
|
the Date of Grant of the Option;
|
•
|
the number of Shares subject to the Option;
|
•
|
the exercise price per Share under the Option;
|
•
|
any performance target or other condition imposed on the exercise of the Option;
|
•
|
the date(s) on which the Option will ordinarily become exercisable;
|
•
|
the date on which the Option expires (the “
Expiration Date
”) if not sooner exercised, forfeited or otherwise terminated; and
|
•
|
the Terms with which the Notice correlates that set forth the period during which an Option shall remain exercisable following termination of employment.
|
12.2
|
Notwithstanding Section 4(b) (iv) (C) of the Plan, any terms relating to the withholding of taxes will be determined and implemented in accordance with rule 30 of the Sub-Plan.
|
15.1
|
An Option shall be personal to the Eligible Individual to whom it is granted and, subject to rule 26, shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Grantee purports to transfer, charge or otherwise alienate the Option.
|
15.2
|
Reference in Section 9 of the Plan to transfers by a Grantee otherwise than by will or the laws of descent and distribution shall be disapplied for the purposes of the Sub-Plan.
|
19.
|
Performance goal or other condition imposed on exercise of Option
|
19.2
|
such that, once satisfied, the exercise of the Option is not subject to the discretion of any person; and
|
19.4
|
be fair and reasonable in the circumstances; and
|
19.5
|
produce a fairer measure of performance and be neither more nor less difficult to satisfy.
|
20.1
|
The period during which an Option shall remain exercisable following termination of employment, shall be stated in the Terms.
|
24.1
|
such registration or other qualification of the Shares under any applicable law, rule or regulation as Price Group determines is necessary or desirable.
|
24.2
|
the making of provision for the payment or withholding of any taxes required to be withheld in accordance with any applicable law in respect of the exercise of the Option or the receipt of the Shares.
|
24.3
|
Notwithstanding Section 4(vii) of the Plan, deferral of the individual’s delivery of Shares that would otherwise be due to such individual by virtue of the exercise of the Option is disapplied for the purposes of the Sub-Plan in accordance with rule 33.2.
|
26.1.1
|
a general offer to acquire all the shares in Price Group of the same class as the Shares
|
26.1.2
|
the Acquiring Company;
|
26.1.3
|
a company which has Control of the Acquiring Company; or
|
26.1.4
|
a company which either is, or has Control of, a company which is a member of a Consortium which owns either the Acquiring Company or a company having Control of the Acquiring Company.
|
26.3.1
|
the New Shares satisfy the conditions in paragraphs 16 to 20 of Schedule 4; and
|
26.3.2
|
save for any performance target or other condition imposed on the exercise of the Option, the New Option will be exercisable in the same manner as the Option and subject to the provisions of the Sub-Plan as it had effect immediately before the release of the Option; and
|
26.3.3
|
the total market value, immediately before the release of the Option, of the Shares which were subject to the Option is equal to the total market value, immediately after the grant of the New Option, of the New Shares (market value being determined for this purpose in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992); and
|
26.3.4
|
the total amount payable by the Grantee for the acquisition of the New Shares under the New Option is equal to the total amount that would have been payable by the Grantee for the acquisition of the Shares under the Option.
|
28.1
|
Notwithstanding Sections 4(b)(v) and 10 (a) and (b) of the Plan and any provision in the Notice or the Terms, no substitution shall be made in respect of an Option and no adjustment shall be made to an Option except to take account of a variation in the share capital of Price Group, including but without limitation a capitalisation issue, rights issue, rights offer or bonus issue and a sub-division, consolidation or reduction in the capital of Price Group but excluding a capitalisation issue in substitution for or as an alternative to a cash dividend. In the event of such a variation in the share capital of Price Group, the number of Shares subject to an Option, the description of the Shares, the exercise price, or any one or more of these, may be adjusted in such manner as the Administrator determines.
|
28.2
|
An adjustment shall not have effect until the adjustment has been approved by HM Revenue & Customs.
|
29.
|
HM Revenue & Customs approval of amendments
|
30.1
|
Where, in relation to the exercise of an Option granted under the Sub-Plan Price Group or, if different, the Grantee’s employing company, is liable, or is in accordance with current practice believed to be liable, to account to any revenue or other authority for any sum in respect of any tax or social security liability of the Grantee, the Option may not be exercised unless the Grantee has beforehand paid to Price Group or such employing company an amount sufficient to discharge the liability. Alternatively, the Grantee may, by agreement with Price Group, enter into some other arrangement to ensure that such amount is available to it (for example, by authorising the sale of some or all of the Shares subject to his Option and the payment to Price Group or such employing company of the requisite amount out of the proceeds of sale). Where this is the case the Option shall not be treated as
|
30.2
|
Price Group may, at its discretion, impose requirements for the payment by the Grantee of all or any part of the employer’s National Insurance Contributions liability that may arise as a result of the exercise of his Option (“
Employer’s NIC
”). Such requirements may include in particular, but not by way of limitation, a determination that the Option may not be exercised unless the Grantee has beforehand paid to Price Group (or, if different, the Grantee’s employing company) an amount sufficient to discharge all or any part of the Employer’s NIC, as appropriate. Alternatively, the Grantee may, by agreement with Price Group enter into some other arrangement to ensure that such amount is available to them or it (for example, by authorising the sale of some or all of the Shares subject to his Option and the payment to Price Group of the requisite amount out of the proceeds of sale). Where this is the case the Option shall not be treated as exercised until Price Group determines that such arrangements are satisfactory to it.
|
30.3
|
Price Group may require a Grantee to execute a copy of the Notice or some other document in order to bind himself contractually to any such arrangement as is referred to in rule 30.1 and/or 30.2 and return the executed document to Price Group by a specified date. Failure to return the executed document by the specified date being no more than 30 days after the Date of Grant shall cause the Option to lapse.
|
33.1
|
The provisions of the Plan dealing with:
|
•
|
stock appreciation rights;
|
•
|
stock awards;
|
•
|
|
•
|
stock units;
|
•
|
performance shares and performance units;
|
•
|
qualified performance-based awards;
|
•
|
Full Value Awards and the provisions contained in Section 7(b) of the Plan;
|
•
|
incentive stock options (unless an Option is also designated to be an incentive stock option at the Date of Grant under Clause 8(c) of the Terms relating to Option grants under the Sub-Plan);
|
•
|
dividend reinvestment and dividend equivalents;
|
•
|
awards in substitution for stock options granted by other entities, as outlined in Sections 11(b) and (v) of the Plan; and
|
•
|
Substitution and assumption of awards in Mergers and Acquisitions as provided for in Section 12 of the Plan
|
33.2
|
The provisions providing authority of the Administrator to:-
|
•
|
determine settlement of the Option in cash or shares under 4(b)(vii) of the Plan;
|
•
|
make any determination in respect of Termination of Service under Section 7c (iii) of the Plan other than is provided for in the Terms;
|
•
|
adjust the performance goals as outlined in section 10(c) of the Plan; and
|
•
|
unilaterally amend the terms of any Award as outlined in section 15(c) of the Plan
|
33.3
|
for the avoidance of doubt Reload Options shall not form part of, and no such rights will be granted under, the Sub-Plan.
|
33.4
|
In Section 4(b)(vii) of the Plan the words “and whether, to what extent and under what circumstances cash or shares of Common Stock payable with respect to an Award shall be deferred either automatically or at the election of the Participant” shall be disapplied and of no effect.
|
(r)
|
“
Price Group
” means T. Rowe Price Group, Inc.
|
1.
|
I have reviewed this
Form 10-Q Quarterly
Report for the fiscal year ended
March 31, 2013
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:
|
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):
|
1.
|
I have reviewed this
Form 10-Q Quarterly
Report for the fiscal year ended
March 31, 2013
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:
|
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):
|