Maryland
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52-2264646
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State of incorporation
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IRS Employer Identification No.
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Common stock, $.20 par value per share
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The NASDAQ Stock Market LLC
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(Title of class)
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(Name of exchange on which registered)
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Large accelerated filer
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[X]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[ ]
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PAGE
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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Item 1.
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Business.
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Fund
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Date Closed
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Institutional Mid-Cap Equity Growth Fund
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December 8, 2003
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Mid-Cap Growth Fund
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May 31, 2010
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Mid-Cap Value Fund
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May 31, 2010
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High Yield Fund
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April 27, 2012
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Institutional High Yield Fund
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April 27, 2012
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Institutional Small-Cap Stock Fund
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December 31, 2013
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New Horizons Fund
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December 31, 2013
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Small-Cap Stock Fund
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December 31, 2013
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Capital Appreciation Fund
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June 30, 2014
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Health Sciences Fund
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June 1, 2015
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Year ended
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|||||||||
(in millions, except per-share data)
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12/31/2014
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12/31/2015
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% change
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|||||
Investment advisory fees
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$
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3,464.5
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$
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3,687.3
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6
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%
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Net revenues
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$
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3,982.1
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$
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4,200.6
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5
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%
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Operating expenses
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$
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2,091.2
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$
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2,301.7
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10
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%
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Net operating income
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$
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1,890.9
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$
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1,898.9
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—
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%
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Non-operating investment income
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$
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112.2
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$
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103.5
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(8
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)%
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Net income
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$
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1,229.6
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$
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1,223.0
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(1
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)%
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Diluted earnings per share
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$
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4.55
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$
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4.63
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2
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%
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Average assets under management (in billions)
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$
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724.7
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$
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767.9
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6
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%
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Annual management fee rate (in basis points)
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47.8
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48.0
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Assets under management by investment portfolio
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Sponsored U.S. mutual funds
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$
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487.1
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Other investment portfolios
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276.0
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Total
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$
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763.1
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Assets under management by mandate
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U.S. stocks and blended asset
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$
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502.7
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International stocks and blended asset
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90.1
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Total stock and blended asset portfolios
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592.8
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U.S. fixed income
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151.7
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International fixed income
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18.6
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Total fixed income portfolios
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170.3
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$
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763.1
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Assets under management by account type
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Defined contribution retirement assets
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$
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328.4
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Other retirement and deferred annuity assets
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197.9
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Total retirement and tax deferred annuity assets
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526.3
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Other
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236.8
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$
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763.1
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2014
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2015
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Stock and blended asset funds:
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Balanced (1991)
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$
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3.9
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$
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3.7
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Blue Chip Growth (1993)
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26.4
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31.3
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Capital Appreciation (1986)
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22.9
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24.3
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Diversified Small-Cap Growth (1997)
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1.0
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2.1
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Dividend Growth (1992)
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4.6
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4.7
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Emerging Markets Stock (1995)
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7.6
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8.3
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Equity Income (1985)
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29.8
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22.7
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Equity Index 500 (1990)
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24.4
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25.0
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European Stock (1990)
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1.4
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1.7
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Global Technology (2000)
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1.6
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2.7
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Growth & Income (1982)
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1.6
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1.6
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Growth Stock (1950)
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43.0
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45.3
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Health Sciences (1995)
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11.8
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14.2
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Institutional Large-Cap Core Growth (2003)
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1.5
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2.1
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Institutional Large-Cap Growth (2001)
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11.7
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13.6
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Institutional Large-Cap Value (2000)
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2.2
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2.5
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Institutional Mid-Cap Equity Growth (1996)
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5.5
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5.1
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Institutional Small-Cap Stock (2000)
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2.0
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2.2
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International Discovery (1988)
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3.6
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4.3
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International Growth & Income (1998)
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10.2
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11.5
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International Stock (1980)
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12.9
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13.9
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Media & Telecommunications (1993)
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3.2
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3.6
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Mid-Cap Growth (1992)
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24.1
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24.6
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Mid-Cap Value (1996)
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12.2
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10.9
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New America Growth (1985)
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4.3
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4.4
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New Asia (1990)
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4.0
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2.7
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New Era (1969)
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3.6
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2.7
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New Horizons (1960)
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15.4
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15.4
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Overseas Stock (2006)
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9.4
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11.0
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Personal Strategy Balanced (1994)
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1.7
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1.6
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Personal Strategy Growth (1994)
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1.4
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1.4
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Personal Strategy Income (1994)
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1.1
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1.2
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Real Assets (2010)
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4.3
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4.5
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Real Estate (1997)
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5.1
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5.6
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Science & Technology (1987)
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3.7
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3.6
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Small-Cap Stock (1992)
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9.8
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8.3
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Small-Cap Value (1988)
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9.2
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7.2
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Total Equity Market Index (1998)
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1.1
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1.2
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Value (1994)
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22.2
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22.4
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Other stock and blended asset funds
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7.6
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|
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7.9
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||
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373.0
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383.0
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2014
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2015
|
||||
Bond and money market funds:
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||||
Emerging Markets Bond (1994)
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4.3
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4.4
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GNMA (1985)
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1.6
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1.5
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High Yield (1984)
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9.4
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8.6
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Inflation Focused Bond (2006)
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6.8
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7.4
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Institutional Floating Rate (2008)
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3.2
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3.6
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Institutional High Yield (2002)
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2.2
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1.8
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International Bond (1986)
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4.6
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5.3
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Maryland Tax-Free Bond (1987)
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2.0
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2.1
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New Income (1973)
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27.4
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27.3
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Prime Reserve (1976)
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6.6
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6.3
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Short-Term Bond (1984)
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6.5
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5.7
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Summit Cash Reserves (1993)
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5.3
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5.0
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Summit Municipal Income (1993)
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1.0
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1.0
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Summit Municipal Intermediate (1993)
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3.9
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4.0
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Tax-Free High Yield (1985)
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3.3
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3.5
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Tax-Free Income (1976)
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2.6
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2.5
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|
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Tax-Free Short-Intermediate (1983)
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2.1
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|
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2.1
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|
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U.S. Treasury Money (1982)
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2.1
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2.2
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Virginia Tax-Free Bond (1991)
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1.0
|
|
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1.1
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|
||
Other bond and money market funds
|
8.7
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|
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8.7
|
|
||
|
104.6
|
|
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104.1
|
|
||
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$
|
477.6
|
|
|
$
|
487.1
|
|
|
2014
|
|
2015
|
||||
U.S. equities
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$
|
179.3
|
|
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$
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180.3
|
|
International equities
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27.6
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|
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29.5
|
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||
Stable value assets
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17.8
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|
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19.1
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|
||
Bonds and money market securities
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44.5
|
|
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47.1
|
|
||
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$
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269.2
|
|
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$
|
276.0
|
|
•
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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 that material with, or furnish them to the SEC;
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•
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our financial statement information from our periodic SEC filings in the form of XBRL data files that may be used to facilitate computer-assisted investor analysis;
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•
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corporate governance information including our charter, bylaws, governance guidelines, committee charters, senior officer code of ethics and conduct, and other governance-related policies;
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•
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other news and announcements that we may post from time to time that investors might find useful or interesting; and
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•
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opportunities to sign up for email alerts and RSS feeds to have information pushed in real time.
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Item 1A.
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Risk Factors.
|
•
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Investor Mobility. Our investors generally may withdraw their funds at any time, on very short notice and without any significant penalty.
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•
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General Market Declines. A downturn in stock or bond prices would cause the value of assets under our management to decrease, and may also cause investors to withdraw their investments, thereby further decreasing the level of assets under our management.
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•
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Investment Performance. If the investment performance of our managed portfolios is less than that of our competitors or applicable third-party benchmarks, we could lose existing and potential customers and suffer a decrease in assets under management. Institutional investors in particular consider changing investment advisers based upon poor relative investment performance. Individual investors in contrast are more likely to react to poor absolute investment performance. Prolonged periods of strong relative investment performance may result in capacity constraints within certain portfolios, which in turn may negatively impact our ability to achieve strong investment results in subsequent periods.
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•
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Investing Trends. Changes in investing trends and, in particular, investor preference for passive or alternative investment portfolios, retirement savings trends, including the prevalence of defined contribution retirement plans and target-date retirement products, may reduce interest in our funds and portfolios and may alter our mix of assets under management.
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•
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Interest Rate Changes. Investor interest in and the valuation of our fixed income investment funds and portfolios are affected by changes in interest rates.
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•
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International Exposure. Our managed portfolios may have significant investments in international markets that are subject to risk of loss from political or diplomatic developments, government policies, civil unrest, currency fluctuations, and changes in legislation related to foreign ownership. International markets, particularly emerging markets, which are often smaller, may not have the liquidity of established markets, may lack established regulations, and may experience significantly more volatility than established markets.
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•
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Tax Regulation Changes. Changes in the status of tax deferred retirement plan investments and tax-free municipal bonds, the capital gains and corporate dividend tax rates, and other individual and corporate tax rates and regulations could adversely affect investor behavior and may cause investors to view certain investment offerings less favorably and withdraw their investment assets, thereby decreasing the level of assets under our management.
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•
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failure to properly perform or oversee fund or portfolio recordkeeping responsibilities, including portfolio accounting, security pricing, corporate actions, investment restrictions compliance, daily net asset value computations, account reconciliations, and required distributions to fund shareholders to comply with tax regulations;
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•
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failure to properly perform transfer agent and participant recordkeeping responsibilities, including transaction processing, supervision of staff, tax reporting, and record retention;
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•
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sales and marketing risks, including the intentional or unintentional misrepresentation of products and services in advertising materials, public relations information, or other external communications, and failure to properly calculate and present investment performance data accurately and in accordance with established guidelines and regulations; and
|
•
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our reliance on third-party vendors who, now or in the future, may perform or support important parts of our operations as there can be no assurance that they will perform properly or that our processes and plans to transition or delegate these functions to others will be successful or that there will not be interruptions in services from these third parties.
|
•
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changes in the level of our advertising expenses, including the costs of expanding investment advisory services to investors outside of the U.S. and further penetrating U.S. distribution channels;
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•
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variations in the level of total compensation expense due to, among other things, bonuses, stock option grants and other stock-based awards, changes in employee benefit costs due to regulatory or plan design changes, changes in our employee count and mix, competitive factors, and inflation;
|
•
|
a future impairment of investments recognized in our consolidated balance sheet;
|
•
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a future impairment of goodwill that is recognized in our consolidated balance sheet;
|
•
|
unanticipated material fluctuations in foreign currency exchange rates applicable to the costs of our operations abroad;
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•
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expenses and capital costs incurred to maintain and enhance our administrative and operating services infrastructure, such as technology assets, depreciation, amortization, and research and development;
|
•
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unanticipated costs incurred to protect investor accounts and client goodwill; and
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•
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disruptions of third-party services such as communications, power, and mutual fund transfer agent and accounting systems.
|
•
|
decreasing investment valuations in, and returns on, the investment portfolios that we manage,
|
•
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causing disruptions in national or global economies that decrease investor confidence and make investment products generally less attractive,
|
•
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incapacitating or inflicting losses of lives among our associates,
|
•
|
interrupting our business operations or those of critical service providers,
|
•
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triggering technology delays or failures, and
|
•
|
requiring substantial capital expenditures and operating expenses to remediate damage, replace our facilities, and restore our operations.
|
•
|
difficulty in managing, operating, and marketing our international operations;
|
•
|
fluctuations in currency exchange rates which may result in substantial negative effects on assets under our management, revenues, expenses, and assets in our U.S. dollar based financial statements; and
|
•
|
significant adverse changes in international legal and regulatory environments.
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•
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As part of the debate in Washington, D.C. related to the economy and the U.S. deficit, there has been increasing focus on the framework of the U.S. retirement system. We could incur increased costs if new regulatory requirements are adopted since retirement plans are a significant part of our client base and other types of retirement accounts invest in our mutual funds. In addition, changes to the current framework may impact our business in other ways. For example, proposals to reduce contributions to Individual Retirement Accounts and Defined Contribution plans for certain individuals, as well as potential changes to Defined Benefit plans, may result in increased plan terminations and reduce our opportunity to manage and service retirement assets.
|
•
|
The U.S. Department of Labor is planning to finalize changes to definitions and rules related to fiduciaries. These changes are likely to require modifications to our distribution activities and may impact our ability to service clients or engage in certain types of distribution or other business activities. The Securities and Exchange Commission (SEC) is considering its own fiduciary rule proposal. Any such rule may also have an impact on our business activities.
|
•
|
The Federal Reserve Board has adopted final regulations related to non-bank Systemically Important Financial Institutions (SIFIs), and other jurisdictions are contemplating similar regulation. It has been suggested that large mutual funds, particularly money market funds, should be designated as SIFIs. We do not believe that mutual funds should be deemed SIFIs. Further, we do not believe SIFI designation was intended for traditional asset management businesses. If, however, any T. Rowe Price fund or T. Rowe Price affiliate is deemed a SIFI, increased regulatory oversight would apply, which may include enhanced capital, liquidity, leverage, stress testing, resolution planning, and risk management requirements.
|
•
|
On July 23, 2014, the SEC adopted additional reforms regulating money market funds. The reforms will require institutional non-government money market funds to operate with a floating net asset value (NAV) and require all non-government money market funds to impose liquidity fees and redemption gates under certain conditions. Government and retail money market funds will continue using current pricing and accounting methods to seek to maintain a stable NAV. The SEC adopted other reforms for money market funds, including additional disclosure and reporting requirements, tightening of diversification requirements, and enhanced stress testing. These reforms could have a negative impact on the attractiveness of such funds to investors and also subject us to additional regulatory requirements and costs to comply with such requirements.
|
•
|
The Commodity Futures Trading Commission has adopted certain amendments to its rules that would limit the ability of mutual funds and certain other products we sponsor to use commodities, futures, swaps, and other derivatives without additional registration. If our use of these products on behalf of client accounts increases so as to require registration, we would be subject to additional regulatory requirements and costs associated with registration.
|
•
|
There has been increased global regulatory focus on the manner in which intermediaries are paid for distribution of mutual funds. Changes to long-standing market practices related to fees or enhanced disclosure requirements may negatively impact sales of mutual funds by intermediaries, especially if such requirements are not applied to other investment products.
|
•
|
Global regulations on OTC derivatives are evolving, including new and proposed regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act and European Market Infrastructure Regulation relating to central clearing counterparties, trade reporting, and repositories. In addition, the SEC has proposed new regulations that will require mutual funds to: (1) adopt liquidity risk management programs with specific requirements for measuring and reporting the liquidity of fund holdings; and (2) comply with new exposure limits and asset coverage requirements for
|
•
|
The revised Markets in Financial Instruments Directive (MiFID II Directive) and Regulation (MiFIR) (together “MiFID II”) will apply across the European Union (EU) and member states of the European Economic Area from January 3, 2017, unless extended. Implementation of MiFID II will significantly impact both the structure and operation of EU financial markets. Some of the main changes introduced under MiFID II include applying enhanced disclosure requirements, enhancing conduct of business and governance requirements, broadening the scope of pre and post trade transparency, increasing transaction reporting requirements, transforming the relationship between client commissions and research, and further regulation of trading venues. Compliance with MiFID II will increase our costs.
|
•
|
securities analysis,
|
•
|
securities trading,
|
•
|
portfolio management,
|
•
|
customer service,
|
•
|
accounting and internal financial reporting processes and controls, and
|
•
|
regulatory compliance and reporting.
|
•
|
seriously damage our reputation,
|
•
|
allow competitors access to our proprietary business information,
|
•
|
subject us to liability for a failure to safeguard client data,
|
•
|
result in the termination of contracts by our existing customers,
|
•
|
subject us to regulatory action, and
|
•
|
require significant capital and operating expenditures to investigate and remediate the breach.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter
|
||||||||
2014 – High price
|
|
$
|
84.41
|
|
|
$
|
84.89
|
|
|
$
|
85.74
|
|
|
$
|
88.64
|
|
Low price
|
|
$
|
75.57
|
|
|
$
|
76.76
|
|
|
$
|
75.61
|
|
|
$
|
71.78
|
|
Cash dividends declared
|
|
$
|
.44
|
|
|
$
|
.44
|
|
|
$
|
.44
|
|
|
$
|
.44
|
|
|
|
|
|
|
|
|
|
|
||||||||
2015 – High price
|
|
$
|
87.22
|
|
|
$
|
83.52
|
|
|
$
|
79.74
|
|
|
$
|
77.71
|
|
Low price
|
|
$
|
77.96
|
|
|
$
|
77.29
|
|
|
$
|
67.76
|
|
|
$
|
65.88
|
|
Cash dividends declared
|
|
$
|
2.52
|
|
|
$
|
.52
|
|
|
$
|
.52
|
|
|
$
|
.52
|
|
|
|
Employee and Non-Employee Director Plans
|
|
Employee Stock Purchase Plan
|
|
Total
|
|||
Exercise of outstanding options
|
|
30,818,229
|
|
|
—
|
|
|
30,818,229
|
|
Settlement of outstanding restricted stock units
|
|
2,275,340
|
|
|
—
|
|
|
2,275,340
|
|
Future issuances
|
|
12,907,212
|
|
|
3,497,692
|
|
|
16,404,904
|
|
Total
|
|
46,000,781
|
|
|
3,497,692
|
|
|
49,498,473
|
|
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
|
|||||
October
|
|
655,053
|
|
|
$
|
68.83
|
|
|
634,979
|
|
|
9,090,304
|
|
November
|
|
51,731
|
|
|
$
|
76.50
|
|
|
—
|
|
|
9,090,304
|
|
December
|
|
1,512,352
|
|
|
$
|
71.47
|
|
|
1,298,873
|
|
|
19,791,431
|
|
Total
|
|
2,219,136
|
|
|
$
|
70.81
|
|
|
1,933,852
|
|
|
|
Item 6.
|
Selected Financial Data.
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||
|
(in millions, except per-share data)
|
||||||||||||||||||
Net revenues
|
$
|
2,747
|
|
|
$
|
3,023
|
|
|
$
|
3,484
|
|
|
$
|
3,982
|
|
|
$
|
4,201
|
|
Net operating income
|
$
|
1,227
|
|
|
$
|
1,364
|
|
|
$
|
1,637
|
|
|
$
|
1,891
|
|
|
$
|
1,899
|
|
Net income
|
$
|
773
|
|
|
$
|
884
|
|
|
$
|
1,048
|
|
|
$
|
1,230
|
|
|
$
|
1,223
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
948
|
|
|
$
|
903
|
|
|
$
|
1,233
|
|
|
$
|
1,291
|
|
|
$
|
1,506
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per common share information
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings
|
$
|
3.01
|
|
|
$
|
3.47
|
|
|
$
|
4.02
|
|
|
$
|
4.68
|
|
|
$
|
4.74
|
|
Diluted earnings
|
$
|
2.92
|
|
|
$
|
3.36
|
|
|
$
|
3.90
|
|
|
$
|
4.55
|
|
|
$
|
4.63
|
|
Cash dividends declared
(1)
|
$
|
1.24
|
|
|
$
|
2.36
|
|
|
$
|
1.52
|
|
|
$
|
1.76
|
|
|
$
|
4.08
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average common shares outstanding
|
255.6
|
|
|
253.4
|
|
|
258.3
|
|
|
259.6
|
|
|
254.6
|
|
|||||
Weighted-average common shares outstanding assuming dilution
|
263.3
|
|
|
261.0
|
|
|
266.3
|
|
|
267.4
|
|
|
260.9
|
|
|
December 31,
|
||||||||||||||||||
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||
Balance sheet data (in millions)
|
|
||||||||||||||||||
Total assets
|
$
|
3,770
|
|
|
$
|
4,203
|
|
|
$
|
5,033
|
|
|
$
|
5,644
|
|
|
$
|
5,107
|
|
Stockholders’ equity
|
$
|
3,421
|
|
|
$
|
3,846
|
|
|
$
|
4,818
|
|
|
$
|
5,395
|
|
|
$
|
4,762
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets under management (in billions)
|
$
|
489.5
|
|
|
$
|
576.8
|
|
|
$
|
692.4
|
|
|
$
|
746.8
|
|
|
$
|
763.1
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Index
|
|
|
S&P 500 Index
|
1.4
|
%
|
NASDAQ Composite Index (excluding dividends)
|
5.7
|
%
|
Russell 2000 Index
|
(4.4
|
)%
|
MSCI EAFE (Europe, Australasia, and Far East) Index
|
(.4
|
)%
|
MSCI Emerging Markets Index
|
(14.6
|
)%
|
Index
|
|
|
Barclays U.S. Aggregate Bond Index
|
.6
|
%
|
Credit Suisse High Yield Index
|
(4.9
|
)%
|
Barclays Municipal Bond Index
|
3.3
|
%
|
Barclays Global Aggregate Ex-U.S. Dollar Bond Index
|
(6.0
|
)%
|
JPMorgan Emerging Markets Index Plus
|
1.8
|
%
|
Assets under management by investment objective
|
|
|
|
|
|
||||||
|
December 31,
|
||||||||||
|
2013
|
|
2014
|
|
2015
|
||||||
Stock and blended asset portfolios
|
$
|
537.0
|
|
|
$
|
579.9
|
|
|
$
|
592.8
|
|
Fixed income portfolios
|
155.4
|
|
|
166.9
|
|
|
170.3
|
|
|||
Total
|
$
|
692.4
|
|
|
$
|
746.8
|
|
|
$
|
763.1
|
|
Components of changes in assets under management
|
|
|
|
|
|
|
||||||
|
|
Sponsored U.S. Mutual Funds
|
|
Other Investment Portfolios
|
|
Total
|
||||||
Assets under management at December 31, 2012
|
|
$
|
346.9
|
|
|
$
|
229.9
|
|
|
$
|
576.8
|
|
|
|
|
|
|
|
|
||||||
Net cash flows before client transfers
|
|
17.9
|
|
|
(29.9
|
)
|
|
(12.0
|
)
|
|||
Client transfers from mutual funds to other portfolios
|
|
(7.7
|
)
|
|
7.7
|
|
|
—
|
|
|||
Net cash flows after client transfers
|
|
10.2
|
|
|
(22.2
|
)
|
|
(12.0
|
)
|
|||
Net market appreciation and income
|
|
79.0
|
|
|
49.4
|
|
|
128.4
|
|
|||
Distributions not reinvested
|
|
(.8
|
)
|
|
—
|
|
|
(.8
|
)
|
|||
Change during the period
|
|
88.4
|
|
|
27.2
|
|
|
115.6
|
|
|||
|
|
|
|
|
|
|
||||||
Assets under management at December 31, 2013
|
|
435.3
|
|
|
257.1
|
|
|
692.4
|
|
|||
|
|
|
|
|
|
|
||||||
Net cash flows before client transfers
|
|
17.1
|
|
|
(13.4
|
)
|
|
3.7
|
|
|||
Client transfers from mutual funds to other portfolios
|
|
(5.3
|
)
|
|
5.3
|
|
|
—
|
|
|||
Net cash flows after client transfers
|
|
11.8
|
|
|
(8.1
|
)
|
|
3.7
|
|
|||
Net market appreciation and income
|
|
32.2
|
|
|
20.2
|
|
|
52.4
|
|
|||
Distributions not reinvested
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||
Change during the period
|
|
42.3
|
|
|
12.1
|
|
|
54.4
|
|
|||
|
|
|
|
|
|
|
||||||
Assets under management at December 31, 2014
|
|
477.6
|
|
|
269.2
|
|
|
746.8
|
|
|||
|
|
|
|
|
|
|
||||||
Net cash flows before client transfers
|
|
7.9
|
|
|
(6.3
|
)
|
|
1.6
|
|
|||
Client transfers from mutual funds to other portfolios
|
|
(6.5
|
)
|
|
6.5
|
|
|
—
|
|
|||
Net cash flows after client transfers
|
|
1.4
|
|
|
.2
|
|
|
1.6
|
|
|||
Net market appreciation and income
|
|
9.6
|
|
|
6.7
|
|
|
16.3
|
|
|||
Distributions not reinvested
|
|
(1.5
|
)
|
|
(.1
|
)
|
|
(1.6
|
)
|
|||
Change during the period
|
|
9.5
|
|
|
6.8
|
|
|
16.3
|
|
|||
|
|
|
|
|
|
|
||||||
Assets under management at December 31, 2015
|
|
$
|
487.1
|
|
|
$
|
276.0
|
|
|
$
|
763.1
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2014
|
|
2015
|
||||||
Stock and blended asset funds
|
|
$
|
5.8
|
|
|
$
|
3.7
|
|
|
$
|
1.5
|
|
Bond funds
|
|
3.5
|
|
|
8.3
|
|
|
.3
|
|
|||
Money market funds
|
|
.9
|
|
|
(.2
|
)
|
|
(.4
|
)
|
|||
Net cash flows after client transfers
|
|
$
|
10.2
|
|
|
$
|
11.8
|
|
|
$
|
1.4
|
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2014
|
|
2015
|
||||||
Target-date retirement funds
|
$
|
6.6
|
|
|
$
|
13.2
|
|
|
$
|
8.9
|
|
Target-date retirement trusts
|
4.9
|
|
|
4.5
|
|
|
7.3
|
|
|||
Total target-date portfolios
|
$
|
11.5
|
|
|
$
|
17.7
|
|
|
$
|
16.2
|
|
|
|
Year ended December 31,
|
|
|
|
|
|||||||||
|
|
2014
|
|
2015
|
|
Dollar Change
|
|
Percentage Change
|
|||||||
(in millions, except per-share data)
|
|
|
|
|
|
|
|
|
|||||||
Investment advisory fees
|
|
$
|
3,464.5
|
|
|
$
|
3,687.3
|
|
|
$
|
222.8
|
|
|
6.4
|
%
|
Net revenues
|
|
$
|
3,982.1
|
|
|
$
|
4,200.6
|
|
|
$
|
218.5
|
|
|
5.5
|
%
|
Operating expenses
|
|
$
|
2,091.2
|
|
|
$
|
2,301.7
|
|
|
$
|
210.5
|
|
|
10.1
|
%
|
Net operating income
|
|
$
|
1,890.9
|
|
|
$
|
1,898.9
|
|
|
$
|
8.0
|
|
|
.4
|
%
|
Non-operating investment income
|
|
$
|
112.2
|
|
|
$
|
103.5
|
|
|
$
|
(8.7
|
)
|
|
(7.8
|
)%
|
Net income
|
|
$
|
1,229.6
|
|
|
$
|
1,223.0
|
|
|
$
|
(6.6
|
)
|
|
(.5
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share
|
|
$
|
4.55
|
|
|
$
|
4.63
|
|
|
$
|
.08
|
|
|
1.8
|
%
|
|
Year ended December 31,
|
|
||||||||||
|
|
2014
|
|
2015
|
|
Dollar Change
|
||||||
|
|
|
|
|
|
|
||||||
Net gains realized on sponsored fund dispositions
|
|
$
|
49.3
|
|
|
$
|
56.5
|
|
|
$
|
7.2
|
|
Ordinary and capital gain dividends
|
|
50.2
|
|
|
43.0
|
|
|
(7.2
|
)
|
|||
Other-than-temporary impairment
|
|
—
|
|
|
(4.8
|
)
|
|
(4.8
|
)
|
|||
Earnings (losses) on equity method fund holdings
|
|
1.1
|
|
|
(2.4
|
)
|
|
(3.5
|
)
|
|||
Net losses recognized on trading securities
|
|
(3.8
|
)
|
|
(2.0
|
)
|
|
1.8
|
|
|||
Net loss recognized on deconsolidation of a sponsored fund
|
|
—
|
|
|
(5.8
|
)
|
|
(5.8
|
)
|
|||
Net investment gains recognized on sponsored funds
|
|
96.8
|
|
|
84.5
|
|
|
(12.3
|
)
|
|||
Other investment income
|
|
15.4
|
|
|
19.0
|
|
|
3.6
|
|
|||
Non-operating investment income
|
|
$
|
112.2
|
|
|
$
|
103.5
|
|
|
$
|
(8.7
|
)
|
|
|
Year ended December 31,
|
|
|
|
|
|||||||||
|
|
2013
|
|
2014
|
|
Dollar Change
|
|
Percent Change
|
|||||||
(in millions, except per-share data)
|
|
|
|
|
|
|
|
|
|||||||
Investment advisory fees
|
|
$
|
3,022.6
|
|
|
$
|
3,464.5
|
|
|
$
|
441.9
|
|
|
14.6
|
%
|
Net revenues
|
|
$
|
3,484.2
|
|
|
$
|
3,982.1
|
|
|
$
|
497.9
|
|
|
14.3
|
%
|
Operating expenses
|
|
$
|
1,846.8
|
|
|
$
|
2,091.2
|
|
|
$
|
244.4
|
|
|
13.2
|
%
|
Net operating income
|
|
$
|
1,637.4
|
|
|
$
|
1,890.9
|
|
|
$
|
253.5
|
|
|
15.5
|
%
|
Non-operating investment income
|
|
$
|
63.0
|
|
|
$
|
112.2
|
|
|
$
|
49.2
|
|
|
78.1
|
%
|
Net income
|
|
$
|
1,047.7
|
|
|
$
|
1,229.6
|
|
|
$
|
181.9
|
|
|
17.4
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share
|
|
$
|
3.90
|
|
|
$
|
4.55
|
|
|
$
|
.65
|
|
|
16.7
|
%
|
(in millions)
|
Recurring Dividends
|
|
Special Dividend
|
|
Stock Repurchases
|
|
Total Cash Returned to Stockholders
|
||||||||
2013
|
$
|
396.6
|
|
|
$
|
—
|
|
|
$
|
14.1
|
|
|
$
|
410.7
|
|
2014
|
462.1
|
|
|
—
|
|
|
415.5
|
|
|
877.6
|
|
||||
2015
|
534.5
|
|
|
524.5
|
|
|
987.8
|
|
|
2,046.8
|
|
||||
Total
|
$
|
1,393.2
|
|
|
$
|
524.5
|
|
|
$
|
1,417.4
|
|
|
$
|
3,335.1
|
|
|
Total
|
|
2016
|
|
2017-18
|
|
2019-20
|
|
Later
|
||||||||||
Noncancelable operating leases
|
$
|
250
|
|
|
$
|
29
|
|
|
$
|
53
|
|
|
$
|
49
|
|
|
$
|
119
|
|
Other purchase commitments
|
182
|
|
|
136
|
|
|
38
|
|
|
8
|
|
|
—
|
|
|||||
Total
|
$
|
432
|
|
|
$
|
165
|
|
|
$
|
91
|
|
|
$
|
57
|
|
|
$
|
119
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
|
Fair Value 12/31/2015
|
|
Percentage of Portfolio
|
|
Potential Lower Value
|
|
Percentage of Portfolio
|
|
2015 Potential
Loss |
|
2014 Potential
Loss |
||||||||||||||||
Stock and blended asset funds
|
$
|
599.8
|
|
|
37
|
%
|
|
$
|
536.1
|
|
|
37
|
%
|
|
$
|
63.7
|
|
|
11
|
%
|
|
$
|
76.1
|
|
|
10
|
%
|
Bond funds
|
1,012.5
|
|
|
63
|
%
|
|
911.2
|
|
|
63
|
%
|
|
101.3
|
|
|
10
|
%
|
|
115.2
|
|
|
10
|
%
|
||||
|
$
|
1,612.3
|
|
|
100
|
%
|
|
$
|
1,447.3
|
|
|
100
|
%
|
|
$
|
165.0
|
|
|
10
|
%
|
|
$
|
191.3
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity method fund investments
|
$
|
113.7
|
|
|
100
|
%
|
|
$
|
102.3
|
|
|
100
|
%
|
|
$
|
11.4
|
|
|
10
|
%
|
|
$
|
12.6
|
|
|
10
|
%
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
Page
|
Index to Financial Statements:
|
|
Consolidated Balance Sheets at December 31, 2014 and 2015
|
|
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2015
|
|
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2015
|
|
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2015
|
|
Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended December 31, 2015
|
|
|
12/31/2014
|
|
12/31/2015
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,506.1
|
|
|
$
|
1,172.3
|
|
Accounts receivable and accrued revenue
|
442.8
|
|
|
446.0
|
|
||
Investments in sponsored funds
|
1,884.0
|
|
|
1,612.3
|
|
||
Other investments
|
408.3
|
|
|
406.6
|
|
||
Property and equipment, net
|
586.4
|
|
|
607.1
|
|
||
Goodwill
|
665.7
|
|
|
665.7
|
|
||
Other assets
|
151.1
|
|
|
196.9
|
|
||
Total assets
|
$
|
5,644.4
|
|
|
$
|
5,106.9
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
143.4
|
|
|
$
|
170.6
|
|
Accrued compensation and related costs
|
82.2
|
|
|
153.1
|
|
||
Income taxes payable
|
23.6
|
|
|
21.2
|
|
||
Total liabilities
|
249.2
|
|
|
344.9
|
|
||
|
|
|
|
||||
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 250,469,000 at December 31, 2015
|
52.2
|
|
|
50.1
|
|
||
Additional capital in excess of par value
|
756.5
|
|
|
654.6
|
|
||
Retained earnings
|
4,450.1
|
|
|
3,970.7
|
|
||
Accumulated other comprehensive income
|
136.4
|
|
|
86.6
|
|
||
Total stockholders' equity
|
5,395.2
|
|
|
4,762.0
|
|
||
Total liabilities and stockholders' equity
|
$
|
5,644.4
|
|
|
$
|
5,106.9
|
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2014
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
||||||
Investment advisory fees
|
$
|
3,022.6
|
|
|
$
|
3,464.5
|
|
|
$
|
3,687.3
|
|
Administrative fees
|
343.7
|
|
|
374.0
|
|
|
361.8
|
|
|||
Distribution and servicing fees
|
117.2
|
|
|
143.6
|
|
|
151.5
|
|
|||
Net revenue of savings bank subsidiary
|
.7
|
|
|
—
|
|
|
—
|
|
|||
Net revenues
|
3,484.2
|
|
|
3,982.1
|
|
|
4,200.6
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
Compensation and related costs
|
1,156.9
|
|
|
1,329.6
|
|
|
1,443.6
|
|
|||
Advertising and promotion
|
87.0
|
|
|
76.0
|
|
|
79.7
|
|
|||
Distribution and servicing costs
|
117.2
|
|
|
143.6
|
|
|
151.5
|
|
|||
Depreciation and amortization of property and equipment
|
90.6
|
|
|
111.7
|
|
|
126.3
|
|
|||
Occupancy and facility costs
|
135.8
|
|
|
143.9
|
|
|
159.2
|
|
|||
Other operating expenses
|
259.3
|
|
|
286.4
|
|
|
341.4
|
|
|||
Total operating expenses
|
1,846.8
|
|
|
2,091.2
|
|
|
2,301.7
|
|
|||
|
|
|
|
|
|
||||||
Net operating income
|
1,637.4
|
|
|
1,890.9
|
|
|
1,898.9
|
|
|||
|
|
|
|
|
|
||||||
Non-operating investment income
|
63.0
|
|
|
112.2
|
|
|
103.5
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
1,700.4
|
|
|
2,003.1
|
|
|
2,002.4
|
|
|||
Provision for income taxes
|
652.7
|
|
|
773.5
|
|
|
779.4
|
|
|||
Net income
|
$
|
1,047.7
|
|
|
$
|
1,229.6
|
|
|
$
|
1,223.0
|
|
|
|
|
|
|
|
||||||
Earnings per share on common stock
|
|
|
|
|
|
||||||
Basic
|
$
|
4.02
|
|
|
$
|
4.68
|
|
|
$
|
4.74
|
|
Diluted
|
$
|
3.90
|
|
|
$
|
4.55
|
|
|
$
|
4.63
|
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2014
|
|
2015
|
||||||
Net income
|
$
|
1,047.7
|
|
|
$
|
1,229.6
|
|
|
$
|
1,223.0
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Net unrealized holding gains (losses) on available-for-sale investments
|
148.1
|
|
|
(1.9
|
)
|
|
(4.5
|
)
|
|||
Reclassification adjustments recognized in non-operating investment income:
|
|
|
|
|
|
||||||
Capital gain distributions
|
(15.3
|
)
|
|
(31.1
|
)
|
|
(20.8
|
)
|
|||
Net gains realized on dispositions determined using average cost
|
(13.5
|
)
|
|
(49.3
|
)
|
|
(56.5
|
)
|
|||
Other-than-temporary impairments
|
—
|
|
|
—
|
|
|
4.8
|
|
|||
Net unrealized holding gains derecognized upon the sale of savings bank subsidiary
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|||
Total reclassification adjustments
|
(30.4
|
)
|
|
(80.4
|
)
|
|
(72.5
|
)
|
|||
Total net unrealized holding gains (losses) recognized in other comprehensive income
|
117.7
|
|
|
(82.3
|
)
|
|
(77.0
|
)
|
|||
Currency translation adjustments
|
(23.7
|
)
|
|
(1.8
|
)
|
|
(13.0
|
)
|
|||
Reclassification loss recognized in non-operating investment income upon deconsolidation of sponsored fund subsidiary
|
—
|
|
|
—
|
|
|
5.8
|
|
|||
Total currency translation adjustments
|
(23.7
|
)
|
|
(1.8
|
)
|
|
(7.2
|
)
|
|||
Other comprehensive income (loss) before income taxes
|
94.0
|
|
|
(84.1
|
)
|
|
(84.2
|
)
|
|||
Deferred tax benefits (income taxes)
|
(37.6
|
)
|
|
32.2
|
|
|
34.4
|
|
|||
Total other comprehensive income (loss)
|
56.4
|
|
|
(51.9
|
)
|
|
(49.8
|
)
|
|||
Total comprehensive income
|
$
|
1,104.1
|
|
|
$
|
1,177.7
|
|
|
$
|
1,173.2
|
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2014
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
1,047.7
|
|
|
$
|
1,229.6
|
|
|
$
|
1,223.0
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization of property and equipment
|
90.6
|
|
|
111.7
|
|
|
126.3
|
|
|||
Stock-based compensation expense
|
114.6
|
|
|
133.4
|
|
|
149.0
|
|
|||
Realized gains on the dispositions of sponsored funds
|
(13.5
|
)
|
|
(49.3
|
)
|
|
(56.5
|
)
|
|||
Net losses (gains) recognized on other investments
|
(13.0
|
)
|
|
(7.2
|
)
|
|
1.7
|
|
|||
Net change in trading securities held by consolidated sponsored investment portfolios
|
(25.6
|
)
|
|
(90.1
|
)
|
|
(15.1
|
)
|
|||
Changes in accounts receivable and accrued revenue
|
(44.7
|
)
|
|
(31.5
|
)
|
|
(3.2
|
)
|
|||
Changes in payables and accrued liabilities
|
(5.1
|
)
|
|
36.5
|
|
|
98.2
|
|
|||
Other changes in assets and liabilities
|
82.2
|
|
|
(41.8
|
)
|
|
(17.0
|
)
|
|||
Net cash provided by operating activities
|
1,233.2
|
|
|
1,291.3
|
|
|
1,506.4
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Investments in sponsored funds
|
(377.7
|
)
|
|
(471.9
|
)
|
|
(164.8
|
)
|
|||
Dispositions of sponsored funds
|
37.2
|
|
|
166.6
|
|
|
434.5
|
|
|||
Investments in debt securities held by savings bank subsidiary
|
(28.2
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from debt securities held by savings bank subsidiary
|
48.5
|
|
|
—
|
|
|
—
|
|
|||
Additions to property and equipment
|
(105.8
|
)
|
|
(126.2
|
)
|
|
(151.3
|
)
|
|||
Other investing activity
|
(11.5
|
)
|
|
(11.9
|
)
|
|
(9.4
|
)
|
|||
Net cash provided by (used in) investing activities
|
(437.5
|
)
|
|
(443.4
|
)
|
|
109.0
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Repurchases of common stock
|
(14.1
|
)
|
|
(415.5
|
)
|
|
(987.8
|
)
|
|||
Common share issuances under stock-based compensation plans
|
118.2
|
|
|
85.2
|
|
|
73.5
|
|
|||
Excess tax benefits from stock-based compensation plans
|
45.5
|
|
|
52.6
|
|
|
24.1
|
|
|||
Dividends
|
(396.7
|
)
|
|
(462.1
|
)
|
|
(1,059.0
|
)
|
|||
Change in savings bank subsidiary deposits
|
(29.7
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(276.8
|
)
|
|
(739.8
|
)
|
|
(1,949.2
|
)
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
||||||
Net change during year
|
518.9
|
|
|
108.1
|
|
|
(333.8
|
)
|
|||
At beginning of year
|
879.1
|
|
|
1,398.0
|
|
|
1,506.1
|
|
|||
At end of year
|
$
|
1,398.0
|
|
|
$
|
1,506.1
|
|
|
$
|
1,172.3
|
|
|
Common
shares
outstanding
|
|
Common
stock
|
|
Additional
capital in
excess of par
value
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Total
stockholders’
equity
|
|||||||||||
Balances at December 31, 2012
|
257,018
|
|
|
$
|
51.4
|
|
|
$
|
631.0
|
|
|
$
|
3,031.8
|
|
|
$
|
131.9
|
|
|
$
|
3,846.1
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,047.7
|
|
|
—
|
|
|
1,047.7
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56.4
|
|
|
56.4
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(396.6
|
)
|
|
—
|
|
|
(396.6
|
)
|
|||||
Common stock-based compensation plans activity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Shares issued upon option exercises
|
4,147
|
|
|
.8
|
|
|
127.3
|
|
|
—
|
|
|
—
|
|
|
128.1
|
|
|||||
Restricted shares issued, net of shares withheld for taxes
|
1,041
|
|
|
.2
|
|
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
|||||
Shares issued upon vesting of restricted stock units, net of shares withheld for taxes
|
149
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|||||
Forfeiture of restricted awards
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net tax benefits
|
—
|
|
|
—
|
|
|
45.9
|
|
|
—
|
|
|
—
|
|
|
45.9
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
114.6
|
|
|
—
|
|
|
—
|
|
|
114.6
|
|
|||||
Restricted stock units issued as dividend equivalents
|
—
|
|
|
—
|
|
|
.1
|
|
|
(.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Common shares repurchased
|
(200
|
)
|
|
—
|
|
|
(14.1
|
)
|
|
—
|
|
|
—
|
|
|
(14.1
|
)
|
|||||
Balances at December 31, 2013
|
262,073
|
|
|
52.4
|
|
|
894.6
|
|
|
3,682.8
|
|
|
188.3
|
|
|
4,818.1
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,229.6
|
|
|
—
|
|
|
1,229.6
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.9
|
)
|
|
(51.9
|
)
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(462.1
|
)
|
|
—
|
|
|
(462.1
|
)
|
|||||
Common stock-based compensation plans activity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Shares issued upon option exercises
|
3,679
|
|
|
.8
|
|
|
106.3
|
|
|
—
|
|
|
—
|
|
|
107.1
|
|
|||||
Restricted shares issued, net of shares withheld for taxes
|
625
|
|
|
.1
|
|
|
(12.3
|
)
|
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
|||||
Shares issued upon vesting of restricted stock units, net of shares withheld for taxes
|
163
|
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|||||
Forfeiture of restricted awards
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net tax benefits
|
—
|
|
|
—
|
|
|
53.4
|
|
|
—
|
|
|
—
|
|
|
53.4
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
133.4
|
|
|
—
|
|
|
—
|
|
|
133.4
|
|
|||||
Restricted stock units issued as dividend equivalents
|
—
|
|
|
—
|
|
|
.2
|
|
|
(.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Common shares repurchased
|
(5,313
|
)
|
|
(1.1
|
)
|
|
(414.4
|
)
|
|
—
|
|
|
—
|
|
|
(415.5
|
)
|
|||||
Balances at December 31, 2014
|
261,110
|
|
|
52.2
|
|
|
756.5
|
|
|
4,450.1
|
|
|
136.4
|
|
|
5,395.2
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,223.0
|
|
|
—
|
|
|
1,223.0
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.8
|
)
|
|
(49.8
|
)
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,059.0
|
)
|
|
—
|
|
|
(1,059.0
|
)
|
|||||
Common stock-based compensation plans activity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Shares issued upon option exercises
|
2,471
|
|
|
.5
|
|
|
84.0
|
|
|
—
|
|
|
—
|
|
|
84.5
|
|
|||||
Restricted shares withheld for taxes, net of shares issued
|
(180
|
)
|
|
—
|
|
|
(14.3
|
)
|
|
—
|
|
|
—
|
|
|
(14.3
|
)
|
|||||
Shares issued upon vesting of restricted stock units, net of shares withheld for taxes
|
236
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||||
Forfeiture of restricted awards
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net tax benefits
|
—
|
|
|
—
|
|
|
23.2
|
|
|
—
|
|
|
—
|
|
|
23.2
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
149.0
|
|
|
—
|
|
|
—
|
|
|
149.0
|
|
|||||
Restricted stock units issued as dividend equivalents
|
—
|
|
|
—
|
|
|
.2
|
|
|
(.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Common shares repurchased
|
(13,109
|
)
|
|
(2.6
|
)
|
|
(342.0
|
)
|
|
(643.2
|
)
|
|
—
|
|
|
(987.8
|
)
|
|||||
Balances at December 31, 2015
|
250,469
|
|
|
$
|
50.1
|
|
|
$
|
654.6
|
|
|
$
|
3,970.7
|
|
|
$
|
86.6
|
|
|
$
|
4,762.0
|
|
|
Weighted-average
|
||||||||||
|
2013
|
|
2014
|
|
2015
|
||||||
Grant-date fair value per option awarded
|
$
|
19.56
|
|
|
$
|
21.12
|
|
|
$
|
17.35
|
|
Assumptions used:
|
|
|
|
|
|
||||||
Expected life in years
|
7.0
|
|
|
7.0
|
|
|
7.0
|
|
|||
Expected volatility
|
31
|
%
|
|
30
|
%
|
|
27
|
%
|
|||
Dividend yield
|
2.1
|
%
|
|
2.2
|
%
|
|
2.4
|
%
|
|||
Risk-free interest rate
|
1.9
|
%
|
|
2.2
|
%
|
|
1.9
|
%
|
NOTE 1
|
– CASH EQUIVALENTS.
|
NOTE 2
|
– INFORMATION ABOUT RECEIVABLES, REVENUES, AND SERVICES.
|
|
2013
|
|
2014
|
|
2015
|
||||||
Sponsored U.S. mutual funds
|
|
|
|
|
|
||||||
Stock and blended asset
|
$
|
1,759.7
|
|
|
$
|
2,086.0
|
|
|
$
|
2,241.9
|
|
Bond and money market
|
366.4
|
|
|
399.8
|
|
|
426.0
|
|
|||
|
2,126.1
|
|
|
2,485.8
|
|
|
2,667.9
|
|
|||
Other investment portfolios
|
|
|
|
|
|
||||||
Stock and blended asset
|
735.6
|
|
|
824.5
|
|
|
862.2
|
|
|||
Bond, money market, and stable value
|
160.9
|
|
|
154.2
|
|
|
157.2
|
|
|||
|
896.5
|
|
|
978.7
|
|
|
1,019.4
|
|
|||
Total
|
$
|
3,022.6
|
|
|
$
|
3,464.5
|
|
|
$
|
3,687.3
|
|
|
Average during
|
|
As of December 31,
|
||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||||
Sponsored U.S. mutual funds
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock and blended asset
|
$
|
299.1
|
|
|
$
|
359.3
|
|
|
$
|
387.8
|
|
|
$
|
373.0
|
|
|
$
|
383.0
|
|
Bond and money market
|
92.1
|
|
|
101.6
|
|
|
105.8
|
|
|
104.6
|
|
|
104.1
|
|
|||||
|
391.2
|
|
|
460.9
|
|
|
493.6
|
|
|
477.6
|
|
|
487.1
|
|
|||||
Other investment portfolios
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock and blended asset
|
179.3
|
|
|
201.6
|
|
|
210.3
|
|
|
206.9
|
|
|
209.8
|
|
|||||
Bond, money market, and stable value
|
63.3
|
|
|
62.2
|
|
|
64.0
|
|
|
62.3
|
|
|
66.2
|
|
|||||
|
242.6
|
|
|
263.8
|
|
|
274.3
|
|
|
269.2
|
|
|
276.0
|
|
|||||
Total
|
$
|
633.8
|
|
|
$
|
724.7
|
|
|
$
|
767.9
|
|
|
$
|
746.8
|
|
|
$
|
763.1
|
|
|
2013
|
|
2014
|
|
2015
|
||||||
Administrative fees
|
$
|
264.8
|
|
|
$
|
296.1
|
|
|
$
|
292.8
|
|
Distribution and servicing fees
|
$
|
117.2
|
|
|
$
|
143.6
|
|
|
$
|
151.5
|
|
NOTE 3
|
– INVESTMENTS IN SPONSORED FUNDS - AVAILABLE-FOR-SALE.
|
|
Aggregate cost
|
|
Unrealized holding
|
|
Aggregate
fair value
|
||||||||||
|
|
Gains
|
|
Losses
|
|
||||||||||
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
|
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Stock and blended asset funds
|
$
|
428.6
|
|
|
$
|
180.3
|
|
|
$
|
(9.1
|
)
|
|
$
|
599.8
|
|
Bond funds
|
990.5
|
|
|
39.1
|
|
|
(17.1
|
)
|
|
1,012.5
|
|
||||
Total
|
$
|
1,419.1
|
|
|
$
|
219.4
|
|
|
$
|
(26.2
|
)
|
|
$
|
1,612.3
|
|
NOTE 4
|
– OTHER INVESTMENTS.
|
|
2014
|
|
2015
|
||||
Cost method investments
|
$
|
63.7
|
|
|
$
|
69.4
|
|
Equity method investments
|
|
|
|
||||
26% interest in UTI Asset Management Company Limited (India)
|
132.4
|
|
|
132.8
|
|
||
Sponsored fund investments
|
125.6
|
|
|
113.7
|
|
||
Other investments
|
5.7
|
|
|
6.2
|
|
||
Investments held as trading
|
|
|
|
||||
Sponsored fund investments
|
10.3
|
|
|
25.8
|
|
||
Securities held by consolidated sponsored investment portfolios
|
69.6
|
|
|
57.7
|
|
||
U.S. Treasury note
|
1.0
|
|
|
1.0
|
|
||
Total
|
$
|
408.3
|
|
|
$
|
406.6
|
|
NOTE 5
|
– FAIR VALUE MEASUREMENTS.
|
|
Level 1
|
|
Level 2
|
||||
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
|
|
|
|
|
|
||||
2015
|
|
|
|
||||
Cash equivalents
|
$
|
997.5
|
|
|
$
|
—
|
|
Investments in sponsored funds - available-for-sale
|
1,612.3
|
|
|
—
|
|
||
Investments held as trading
|
38.8
|
|
|
44.7
|
|
||
Total
|
$
|
2,648.6
|
|
|
$
|
44.7
|
|
|
2014
|
|
2015
|
||||
Computer and communications software and equipment
|
$
|
512.0
|
|
|
$
|
610.8
|
|
Buildings and improvements
|
397.1
|
|
|
415.1
|
|
||
Leasehold improvements
|
93.7
|
|
|
98.7
|
|
||
Furniture and other equipment
|
131.6
|
|
|
145.9
|
|
||
Land
|
40.3
|
|
|
40.3
|
|
||
Leased land
|
2.7
|
|
|
2.7
|
|
||
|
1,177.4
|
|
|
1,313.5
|
|
||
Less accumulated depreciation and amortization
|
591.0
|
|
|
706.4
|
|
||
Total
|
$
|
586.4
|
|
|
$
|
607.1
|
|
NOTE 7
|
– INCOME TAXES.
|
|
2013
|
|
2014
|
|
2015
|
||||||
Current income taxes
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
523.3
|
|
|
$
|
635.8
|
|
|
$
|
669.5
|
|
State and local
|
92.9
|
|
|
126.8
|
|
|
134.3
|
|
|||
Foreign
|
20.7
|
|
|
16.3
|
|
|
18.9
|
|
|||
Deferred income taxes (tax benefits)
|
15.8
|
|
|
(5.4
|
)
|
|
(43.3
|
)
|
|||
Total
|
$
|
652.7
|
|
|
$
|
773.5
|
|
|
$
|
779.4
|
|
|
2013
|
|
2014
|
|
2015
|
||||||
Property and equipment
|
$
|
5.3
|
|
|
$
|
2.0
|
|
|
$
|
(2.3
|
)
|
Stock-based compensation
|
(2.2
|
)
|
|
(11.2
|
)
|
|
(14.6
|
)
|
|||
Accrued and deferred compensation
|
5.2
|
|
|
(.1
|
)
|
|
(28.3
|
)
|
|||
Other-than-temporary impairments of sponsored fund investments
|
4.3
|
|
|
4.7
|
|
|
(.4
|
)
|
|||
Other
|
3.2
|
|
|
(.8
|
)
|
|
2.3
|
|
|||
Total deferred income taxes (tax benefits)
|
$
|
15.8
|
|
|
$
|
(5.4
|
)
|
|
$
|
(43.3
|
)
|
|
2013
|
|
2014
|
|
2015
|
|||
Statutory U.S. federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes for current year, net of federal income tax benefits
|
3.7
|
|
|
4.0
|
|
|
4.3
|
|
Other items
|
(.3
|
)
|
|
(.4
|
)
|
|
(.4
|
)
|
Effective income tax rate
|
38.4
|
%
|
|
38.6
|
%
|
|
38.9
|
%
|
|
December 31,
|
||||||
|
2014
|
|
2015
|
||||
Deferred tax liabilities
|
|
|
|
||||
Related to property and equipment
|
$
|
(38.3
|
)
|
|
$
|
(36.0
|
)
|
Recognized in other comprehensive income on net unrealized holding gains
|
(106.0
|
)
|
|
(74.2
|
)
|
||
Other
|
(21.9
|
)
|
|
(26.3
|
)
|
||
|
(166.2
|
)
|
|
(136.5
|
)
|
||
Deferred tax assets
|
|
|
|
||||
Related to stock-based compensation
|
147.9
|
|
|
162.5
|
|
||
Related to other-than-temporary impairments of investments in sponsored funds
|
25.7
|
|
|
26.1
|
|
||
Related to accrued compensation
|
3.0
|
|
|
31.3
|
|
||
Recognized in other comprehensive income on currency translation adjustment
|
15.7
|
|
|
18.3
|
|
||
Other
|
9.9
|
|
|
12.1
|
|
||
|
202.2
|
|
|
250.3
|
|
||
Net deferred tax asset
|
$
|
36.0
|
|
|
$
|
113.8
|
|
|
2013
|
|
2014
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
4.9
|
|
|
$
|
4.8
|
|
|
$
|
5.6
|
|
Changes in tax positions related to
|
|
|
|
|
|
||||||
Current year
|
.7
|
|
|
1.0
|
|
|
.7
|
|
|||
Prior years
|
—
|
|
|
(.2
|
)
|
|
1.8
|
|
|||
Expired statute of limitations
|
(.8
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||
Balance at end of year
|
$
|
4.8
|
|
|
$
|
5.6
|
|
|
$
|
5.8
|
|
NOTE 8
|
– STOCKHOLDERS' EQUITY.
|
NOTE 9
|
– STOCK-BASED COMPENSATION.
|
|
Options
|
|
Weighted-
average
exercise
price
|
|
Weighted-average
remaining
contractual
term in
years
|
|||
Outstanding at December 31, 2014
|
30,463,211
|
|
|
$
|
55.63
|
|
|
|
Semiannual grants
|
3,948,307
|
|
|
$
|
75.95
|
|
|
|
New hire grants
|
45,397
|
|
|
$
|
71.88
|
|
|
|
Non-employee director grants
|
17,400
|
|
|
$
|
78.18
|
|
|
|
Exercised
|
(3,173,793
|
)
|
|
$
|
44.15
|
|
|
|
Forfeited
|
(479,153
|
)
|
|
$
|
68.77
|
|
|
|
Expired
|
(3,140
|
)
|
|
$
|
63.33
|
|
|
|
Outstanding at December 31, 2015
|
30,818,229
|
|
|
$
|
59.24
|
|
|
5.6
|
Exercisable at December 31, 2015
|
19,852,243
|
|
|
$
|
52.23
|
|
|
4.3
|
|
Restricted
shares
|
|
Restricted
stock
units
|
|
Weighted-
average
fair value
|
||||
Nonvested at December 31, 2014
|
2,061,559
|
|
|
1,006,753
|
|
|
$
|
72.79
|
|
Granted - time-based vesting
|
14,750
|
|
|
1,447,307
|
|
|
$
|
76.24
|
|
Granted - performance-based vesting
|
—
|
|
|
91,321
|
|
|
$
|
75.33
|
|
Vested (value at vest date was $60.1 million)
|
(546,179
|
)
|
|
(270,802
|
)
|
|
$
|
70.71
|
|
Forfeited
|
(59,303
|
)
|
|
(58,148
|
)
|
|
$
|
73.46
|
|
Nonvested at December 31, 2015
|
1,470,827
|
|
|
2,216,431
|
|
|
$
|
74.66
|
|
First quarter 2016
|
$
|
31.6
|
|
Second quarter 2016
|
30.5
|
|
|
Third quarter 2016
|
30.5
|
|
|
Fourth quarter 2016
|
26.8
|
|
|
Total 2016
|
119.4
|
|
|
2017 through 2021
|
128.1
|
|
|
Total
|
$
|
247.5
|
|
NOTE 10
|
– EARNINGS PER SHARE CALCULATIONS.
|
|
2013
|
|
2014
|
|
2015
|
||||||
Net income
|
$
|
1,047.7
|
|
|
$
|
1,229.6
|
|
|
$
|
1,223.0
|
|
Less net income allocated to outstanding restricted stock and stock unit holders
|
(9.3
|
)
|
|
(14.2
|
)
|
|
(16.1
|
)
|
|||
Net income allocated to common stockholders
|
$
|
1,038.4
|
|
|
$
|
1,215.4
|
|
|
$
|
1,206.9
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares
|
|
|
|
|
|
||||||
Outstanding
|
258.3
|
|
|
259.6
|
|
|
254.6
|
|
|||
Outstanding assuming dilution
|
266.3
|
|
|
267.4
|
|
|
260.9
|
|
|
2013
|
|
2014
|
|
2015
|
|||
Weighted-average outstanding stock options excluded
|
3.1
|
|
|
3.8
|
|
|
6.4
|
|
NOTE 11
|
– OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME.
|
|
2013
|
|
2014
|
|
2015
|
||||||
Deferred tax benefits (income taxes) on:
|
|
|
|
|
|
||||||
Net unrealized holding gains or losses
|
$
|
(57.8
|
)
|
|
$
|
.8
|
|
|
$
|
5.1
|
|
Reclassification adjustments:
|
|
|
|
|
|
||||||
Recognized in the provision for income taxes related to capital gain distributions
|
6.0
|
|
|
11.9
|
|
|
7.9
|
|
|||
Recognized in the provision for income taxes related to net gains realized on dispositions
|
5.3
|
|
|
18.8
|
|
|
20.7
|
|
|||
Recognized in the provision for income taxes relating to other-than-temporary impairments
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|||
Recognized in non-operating investment income for net unrealized holding gains derecognized upon the sale of savings bank subsidiary
|
.6
|
|
|
—
|
|
|
—
|
|
|||
Net deferred tax benefits (income taxes) on net unrealized holding gains or losses recognized in other comprehensive income
|
(45.9
|
)
|
|
31.5
|
|
|
31.8
|
|
|||
Currency translation adjustments
|
8.3
|
|
|
.7
|
|
|
3.8
|
|
|||
Reclassification adjustment recognized in the provision for income taxes upon deconsolidation of sponsored fund subsidiary
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1.2
|
)
|
Total deferred tax benefits on currency translation adjustments
|
$
|
8.3
|
|
|
$
|
.7
|
|
|
$
|
2.6
|
|
Total deferred tax benefits (income taxes)
|
$
|
(37.6
|
)
|
|
$
|
32.2
|
|
|
$
|
34.4
|
|
|
Net unrealized holding gains
|
|
|
|
|
||||||||||||||||||
|
Investments in sponsored funds
|
|
Debt securities held by savings bank subsidiary
|
|
Equity share of UTI’s net unrealized holding gains
|
|
Total net unrealized holding gains
|
|
Currency translation adjustments
|
|
Total
|
||||||||||||
Balances at December 31, 2012
|
$
|
142.3
|
|
|
$
|
1.9
|
|
|
$
|
.3
|
|
|
$
|
144.5
|
|
|
$
|
(12.6
|
)
|
|
$
|
131.9
|
|
Other comprehensive income (loss) before reclassifications and income taxes
|
149.7
|
|
|
(1.6
|
)
|
|
—
|
|
|
148.1
|
|
|
(23.7
|
)
|
|
124.4
|
|
||||||
Reclassification adjustments recognized in non-operating investment income
|
(28.8
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(30.4
|
)
|
|
—
|
|
|
(30.4
|
)
|
||||||
|
120.9
|
|
|
(3.2
|
)
|
|
—
|
|
|
117.7
|
|
|
(23.7
|
)
|
|
94.0
|
|
||||||
Deferred tax benefits (income taxes)
|
(47.2
|
)
|
|
1.3
|
|
|
—
|
|
|
(45.9
|
)
|
|
8.3
|
|
|
(37.6
|
)
|
||||||
Other comprehensive income (loss)
|
73.7
|
|
|
(1.9
|
)
|
|
—
|
|
|
71.8
|
|
|
(15.4
|
)
|
|
56.4
|
|
||||||
Balances at December 31, 2013
|
216.0
|
|
|
—
|
|
|
.3
|
|
|
216.3
|
|
|
(28.0
|
)
|
|
188.3
|
|
||||||
Other comprehensive income (loss) before reclassifications and income taxes
|
(2.1
|
)
|
|
—
|
|
|
.2
|
|
|
(1.9
|
)
|
|
(1.8
|
)
|
|
(3.7
|
)
|
||||||
Reclassification adjustments recognized in non-operating investment income
|
(80.4
|
)
|
|
—
|
|
|
—
|
|
|
(80.4
|
)
|
|
—
|
|
|
(80.4
|
)
|
||||||
|
(82.5
|
)
|
|
—
|
|
|
.2
|
|
|
(82.3
|
)
|
|
(1.8
|
)
|
|
(84.1
|
)
|
||||||
Deferred tax benefits (income taxes)
|
31.5
|
|
|
—
|
|
|
—
|
|
|
31.5
|
|
|
.7
|
|
|
32.2
|
|
||||||
Other comprehensive income (loss)
|
(51.0
|
)
|
|
—
|
|
|
.2
|
|
|
(50.8
|
)
|
|
(1.1
|
)
|
|
(51.9
|
)
|
||||||
Balances at December 31, 2014
|
165.0
|
|
|
—
|
|
|
.5
|
|
|
165.5
|
|
|
(29.1
|
)
|
|
136.4
|
|
||||||
Other comprehensive income (loss) before reclassifications and income taxes
|
(5.0
|
)
|
|
—
|
|
|
.5
|
|
|
(4.5
|
)
|
|
(13.0
|
)
|
|
(17.5
|
)
|
||||||
Reclassification adjustments recognized in non-operating investment income
|
(72.5
|
)
|
|
—
|
|
|
—
|
|
|
(72.5
|
)
|
|
5.8
|
|
|
(66.7
|
)
|
||||||
|
(77.5
|
)
|
|
—
|
|
|
.5
|
|
|
(77.0
|
)
|
|
(7.2
|
)
|
|
(84.2
|
)
|
||||||
Deferred tax benefits (income taxes)
|
32.0
|
|
|
—
|
|
|
(.2
|
)
|
|
31.8
|
|
|
2.6
|
|
|
34.4
|
|
||||||
Other comprehensive income (loss)
|
(45.5
|
)
|
|
—
|
|
|
.3
|
|
|
(45.2
|
)
|
|
(4.6
|
)
|
|
(49.8
|
)
|
||||||
Balances at December 31, 2015
|
$
|
119.5
|
|
|
$
|
—
|
|
|
$
|
.8
|
|
|
$
|
120.3
|
|
|
$
|
(33.7
|
)
|
|
$
|
86.6
|
|
NOTE 12
|
– OTHER DISCLOSURES.
|
NOTE 13
|
– SUPPLEMENTARY QUARTERLY FINANCIAL DATA (Unaudited).
|
|
Net revenues
|
|
Net income
|
|
Basic earnings on common stock
|
|
Diluted earnings on common stock
|
||||||||
|
(in millions)
|
|
(per share)
|
||||||||||||
2014
|
|
|
|
|
|
|
|
||||||||
1st quarter
|
$
|
954.6
|
|
|
$
|
304.3
|
|
|
$
|
1.16
|
|
|
$
|
1.12
|
|
2nd quarter
|
$
|
984.3
|
|
|
$
|
305.8
|
|
|
$
|
1.16
|
|
|
$
|
1.13
|
|
3rd quarter
|
$
|
1,020.8
|
|
|
$
|
303.6
|
|
|
$
|
1.15
|
|
|
$
|
1.12
|
|
4th quarter
|
$
|
1,022.4
|
|
|
$
|
315.9
|
|
|
$
|
1.21
|
|
|
$
|
1.18
|
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
1st quarter
|
$
|
1,027.0
|
|
|
$
|
309.5
|
|
|
$
|
1.16
|
|
|
$
|
1.13
|
|
2nd quarter
|
$
|
1,072.4
|
|
|
$
|
333.2
|
|
|
$
|
1.28
|
|
|
$
|
1.24
|
|
3rd quarter
|
$
|
1,049.0
|
|
|
$
|
277.1
|
|
|
$
|
1.08
|
|
|
$
|
1.06
|
|
4th quarter
|
$
|
1,052.2
|
|
|
$
|
303.2
|
|
|
$
|
1.20
|
|
|
$
|
1.17
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Item 15.
|
Exhibits, Financial Statement Schedules.
|
|
|
|
|
|
10.07
|
|
1998 Director Stock Option Plan, as Amended and Restated effective December 16, 2004, including forms of option agreements. (Incorporated by reference from Form 10-K for 2004 filed on March 1, 2005; File No. 033-07012-99.)
|
|
|
|
|
|
10.08
|
|
Statements of additional terms and conditions for awards granted under the Amended and Restated 2007 Non-Employee Director Equity Plans after February 12, 2009. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2009 filed on April 22, 2009; File No. 033-07012-99.)
|
|
|
|
|
|
10.08.1
|
|
Amended and Restated 2007 Non-Employee Director Equity Plan.
|
|
|
|
|
|
10.10
|
|
T. Rowe Price Group, Inc. Outside Directors Deferred Compensation Plan. (Incorporated by reference from Form 10-K for 2004 filed on March 1, 2005; File No. 033-07012-99.)
|
|
|
|
|
|
10.13.1
|
|
2001 Stock Incentive Plan. (Incorporated by reference from Form DEFR 14A filed on February 26, 2001; File No. 033-07012-99.)
|
|
|
|
|
|
10.13.2
|
|
First Amendment to 2001 Stock Incentive Plan dated April 8, 2004. (Incorporated by reference from Form DEF 14A filed on February 27, 2004; File No. 033-07012-99.)
|
|
|
|
|
|
10.13.3
|
|
Second Amendment to 2001 Stock Incentive Plan dated December 12, 2008. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2009 filed on April 22, 2009; File No. 033-07012-99.)
|
|
|
|
|
|
10.14.1
|
|
2004 Stock Incentive Plan. (Incorporated by reference from Form 10-K for 2007 filed on February 7, 2008; File No. 033-07012-99.)
|
|
|
|
|
|
10.14.2
|
|
HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2010 filed on July 23, 2010; File No. 033-07012-99.)
|
|
|
|
|
|
10.14.3
|
|
First Amendment to 2004 Stock Incentive Plan dated December 12, 2008. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2009 filed on April 22, 2009; File No. 033-07012-99.)
|
|
|
|
|
|
10.15
|
|
Forms of agreements available for stock-based awards issued under the 2001 and 2004 Stock Incentive Plans. (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2010 filed on July 23, 2010; File No. 033-07012-99.)
|
|
|
|
|
|
10.15.1
|
|
Forms of agreement for stock options issued under the HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2010 filed on July 23, 2010; File No. 033-07012-99.)
|
|
|
|
|
|
10.15.2
|
|
Forms of agreement for stock options issued after February 2, 2012 under the 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2012 filed on July 25, 2012; File No. 033-07012-99.)
|
|
|
|
|
|
10.15.3
|
|
Forms of agreement for restricted stock units issued after February 2, 2012 under the 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2012 filed on July 25, 2012; File No. 033-07012-99.)
|
|
|
|
|
|
10.15.4
|
|
Forms of agreement for restricted stock awards issued after February 2, 2012 under the 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2012 filed on July 25, 2012; File No. 033-07012-99.)
|
|
|
|
|
|
10.16
|
|
Annual Incentive Compensation Pool. (Incorporated by reference from Form DEF 14A filed on March 3, 2003; File No. 033-07012-99.)
|
|
|
|
|
|
10.17
|
|
Policy for Recoupment of Incentive Compensation. (Incorporated by reference from Form 8-K Current Report as of April 14, 2010 filed on April 16, 2010; File No. 033-07012-99.)
|
|
|
|
|
|
10.18.1
|
|
2012 Long-term Incentive Plan. (Incorporated by reference from Form 10-K for 2012 filed on February 4, 2013; File No. 000-32191.)
|
|
|
|
|
|
10.18.2
|
|
Forms of agreement for restricted stock awards issued under the 2012 Long-term Incentive Plan. (Incorporated by reference from Form 10-Q Report for the quarterly period ended June 30, 2012 filed on July 25, 2012; File No. 000-32191.)
|
|
|
|
|
|
10.18.3
|
|
Forms of agreement for restricted stock units issued under the 2012 Long-term Incentive Plan. (Incorporated by reference from Form 10-Q Report for the quarterly period ended June 30, 2012 filed on July 25, 2012; File No. 000-32191.)
|
|
|
|
|
|
10.18.4
|
|
Forms of agreement of stock options issued under the 2012 Long-term Incentive Plan. (Incorporated by reference from Form 10-Q Report for the quarterly period ended June 30, 2012 filed on July 25, 2012; File No. 000-32191.)
|
|
|
|
|
|
10.18.5
|
|
HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2013 filed on April 24, 2013; File No. 033-07012-99.)
|
|
|
|
|
|
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. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2013 filed on April 24, 2013; File No. 033-07012-99.)
|
|
|
|
|
|
10.19
|
|
Supplemental Savings Plan (Incorporated by reference from Form S-8 registration statement filed on October 23, 2014; File No. 333-199560.)
|
|
|
|
|
|
10.19.1
|
|
Supplemental Savings Plan - Schedule 1 - Sponsoring Employers (Incorporated by reference from Form S-8 registration statement filed on October 23, 2014; File No. 333-199560.)
|
|
|
|
|
|
10.19.2
|
|
Supplemental Savings Plan - Schedule 2 - UK Addendum (Incorporated by reference from Form S-8 registration statement filed on October 23, 2014; File No. 333-199560.)
|
|
|
|
|
|
10.20
|
|
Consulting agreement as of April 1, 2016, between T. Rowe Price Group, Inc. and James A.C. Kennedy. (Incorporated by reference from Form 8-K Current Report filed on December 10, 2015; File No. 000-32191.)
|
|
|
|
|
|
21
|
|
Subsidiaries of T. Rowe Price Group, Inc.
|
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm, KPMG LLP.
|
|
|
|
|
|
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.
|
|
|
|
|
|
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 consolidated financial statements and notes that are included in this Form 10-K Report.
|
|
|
|
|
|
|
|
101.INS XBRL Instance Document (File name: trow-20151231.xml).
|
|
|
|
|
|
|
|
101.SCH XBRL Taxonomy Extension Schema Document (File name: trow-20151231.xsd).
|
|
|
|
|
|
|
|
101.CAL XBRL Taxonomy Calculation Linkbase Document (File name: trow-20151231_cal.xml).
|
|
|
|
|
|
|
|
101.LAB XBRL Taxonomy Label Linkbase Document (File name: trow-20151231_lab.xml).
|
|
|
|
|
|
|
|
101.PRE XBRL Taxonomy Presentation Linkbase Document (File name: trow-20151231_pre.xml).
|
|
|
|
|
|
|
|
101.DEF XBRL Taxonomy Definition Linkbase Document (File name: trow-20151231_def.xml).
|
|
|
|
Subsidiary companies and place of incorporation
|
Ownership
|
|
T. Rowe Price Advisory Services, Inc. (Maryland)
|
100
|
%
|
T. Rowe Price Associates, Inc. (Maryland)
|
100
|
%
|
T. Rowe Price (Canada), Inc. (Maryland)
|
100
|
%
|
T. Rowe Price Investment Services, Inc. (Maryland)
|
100
|
%
|
T. Rowe Price Retirement Plan Services, Inc. (Maryland)
|
100
|
%
|
T. Rowe Price Services, Inc. (Maryland)
|
100
|
%
|
TRP Suburban Second, Inc. (Maryland)
|
100
|
%
|
T. Rowe Price International Ltd (United Kingdom)
|
100
|
%
|
T. Rowe Price Hong Kong Limited (Hong Kong)
|
100
|
%
|
T. Rowe Price Singapore Private Ltd. (Singapore)
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100
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%
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1.
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I have reviewed this
Form 10-K Annual Report
for the
fiscal year
ended
December 31, 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;
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3.
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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;
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4.
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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:
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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-K Annual Report
for the
fiscal year
ended
December 31, 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:
|
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):
|