|
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.
|
|
|
12/31/2015
|
|
3/31/2016
|
||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,172.3
|
|
|
$
|
1,322.9
|
|
Accounts receivable and accrued revenue
|
|
446.0
|
|
|
428.1
|
|
||
Investments
|
|
1,961.2
|
|
|
1,108.0
|
|
||
Assets of consolidated sponsored investment portfolios ($0 and $1,598.1 million, respectively, related to variable interest entities)
|
|
57.7
|
|
|
1,826.6
|
|
||
Property and equipment, net
|
|
607.1
|
|
|
612.7
|
|
||
Goodwill
|
|
665.7
|
|
|
665.7
|
|
||
Other assets
|
|
196.9
|
|
|
239.9
|
|
||
Total assets
|
|
$
|
5,106.9
|
|
|
$
|
6,203.9
|
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
170.6
|
|
|
$
|
172.0
|
|
Liabilities of consolidated sponsored investment portfolios ($0 and $49.6 million, respectively, related to variable interest entities)
|
|
—
|
|
|
58.5
|
|
||
Accrued compensation and related costs
|
|
153.1
|
|
|
216.2
|
|
||
Income taxes payable
|
|
21.2
|
|
|
168.3
|
|
||
Total liabilities
|
|
344.9
|
|
|
615.0
|
|
||
|
|
|
|
|
||||
Commitments and contingent liabilities
|
|
|
|
|
||||
|
|
|
|
|
||||
Redeemable non-controlling interests
|
|
—
|
|
|
825.1
|
|
||
|
|
|
|
|
||||
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 250,469,000 shares at December 31, 2015, and 248,130,000 at March 31, 2016
|
|
50.1
|
|
|
49.6
|
|
||
Additional capital in excess of par value
|
|
654.6
|
|
|
663.3
|
|
||
Retained earnings
|
|
3,970.7
|
|
|
4,021.8
|
|
||
Accumulated other comprehensive income
|
|
86.6
|
|
|
29.1
|
|
||
Total stockholders’ equity
|
|
4,762.0
|
|
|
4,763.8
|
|
||
Total liabilities, redeemable non-controlling interests, and stockholders’ equity
|
|
$
|
5,106.9
|
|
|
$
|
6,203.9
|
|
|
Three months ended
|
||||||
|
3/31/2015
|
|
3/31/2016
|
||||
Revenues
|
|
|
|
||||
Investment advisory fees
|
$
|
896.5
|
|
|
$
|
870.8
|
|
Administrative fees
|
93.0
|
|
|
89.4
|
|
||
Distribution and servicing fees
|
37.5
|
|
|
33.9
|
|
||
Net revenues
|
1,027.0
|
|
|
994.1
|
|
||
|
|
|
|
||||
Operating expenses
|
|
|
|
||||
Compensation and related costs
|
346.5
|
|
|
355.2
|
|
||
Advertising and promotion
|
25.3
|
|
|
23.1
|
|
||
Distribution and servicing costs
|
37.5
|
|
|
33.9
|
|
||
Depreciation and amortization of property and equipment
|
29.1
|
|
|
32.2
|
|
||
Occupancy and facility costs
|
38.3
|
|
|
41.4
|
|
||
Other operating expenses
|
72.5
|
|
|
97.4
|
|
||
Total operating expenses
|
549.2
|
|
|
583.2
|
|
||
|
|
|
|
||||
Net operating income
|
477.8
|
|
|
410.9
|
|
||
|
|
|
|
||||
Non-operating income
|
|
|
|
||||
Net investment income on investments
|
25.9
|
|
|
61.3
|
|
||
Net investment income on consolidated sponsored investment portfolios
|
2.0
|
|
|
23.8
|
|
||
Other income (expenses)
|
(1.1
|
)
|
|
—
|
|
||
Total non-operating income
|
26.8
|
|
|
85.1
|
|
||
|
|
|
|
||||
Income before income taxes
|
504.6
|
|
|
496.0
|
|
||
Provision for income taxes
|
195.1
|
|
|
191.6
|
|
||
Net income
|
$
|
309.5
|
|
|
$
|
304.4
|
|
Less: net income attributable to redeemable non-controlling interests
|
—
|
|
|
9.2
|
|
||
Net income attributable to T. Rowe Price Group
|
$
|
309.5
|
|
|
$
|
295.2
|
|
|
|
|
|
||||
Earnings per share on common stock of T. Rowe Price Group
|
|
|
|
||||
Basic
|
$
|
1.16
|
|
|
$
|
1.17
|
|
Diluted
|
$
|
1.13
|
|
|
$
|
1.15
|
|
|
|
|
|
||||
Dividends declared per share
|
$
|
2.52
|
|
|
$
|
.54
|
|
|
Three months ended
|
||||||
|
3/31/2015
|
|
3/31/2016
|
||||
Net income
|
$
|
309.5
|
|
|
$
|
304.4
|
|
Other comprehensive loss
|
|
|
|
||||
Net unrealized holding gains (losses) on available-for-sale investments
|
17.0
|
|
|
(6.3
|
)
|
||
Reclassification adjustments recognized in non-operating income:
|
|
|
|
||||
Net gains realized on dispositions determined using average cost
|
(16.6
|
)
|
|
(52.3
|
)
|
||
Total net unrealized holding gains (losses) recognized in other comprehensive income
|
.4
|
|
|
(58.6
|
)
|
||
Currency translation adjustments
|
|
|
|
||||
Consolidated sponsored investment portfolios - variable interest entities
|
(2.5
|
)
|
|
40.9
|
|
||
Equity method investments
|
.3
|
|
|
(.8
|
)
|
||
Total currency translation adjustments
|
(2.2
|
)
|
|
40.1
|
|
||
Other comprehensive loss before income taxes
|
(1.8
|
)
|
|
(18.5
|
)
|
||
Net deferred tax benefits
|
3.6
|
|
|
16.4
|
|
||
Total other comprehensive income (loss)
|
1.8
|
|
|
(2.1
|
)
|
||
Total comprehensive income
|
311.3
|
|
|
302.3
|
|
||
Less: comprehensive income attributable to redeemable non-controlling interests
|
—
|
|
|
32.1
|
|
||
Comprehensive income attributable to T. Rowe Price Group
|
$
|
311.3
|
|
|
$
|
270.2
|
|
|
Three months ended
|
||||||
|
3/31/2015
|
|
3/31/2016
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
309.5
|
|
|
$
|
304.4
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
29.1
|
|
|
32.2
|
|
||
Stock-based compensation expense
|
31.0
|
|
|
36.8
|
|
||
Realized gains on dispositions of available-for-sale sponsored investment portfolios
|
(16.6
|
)
|
|
(52.3
|
)
|
||
Net gains recognized on investments
|
(5.1
|
)
|
|
(6.9
|
)
|
||
Net change in trading securities held by consolidated sponsored investment portfolios
|
(6.7
|
)
|
|
(458.7
|
)
|
||
Other changes in assets and liabilities
|
202.6
|
|
|
208.1
|
|
||
Net cash provided by operating activities
|
543.8
|
|
|
63.6
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Purchases of investments
|
(45.5
|
)
|
|
(2.3
|
)
|
||
Dispositions of investments
|
52.7
|
|
|
176.2
|
|
||
Net cash of sponsored investment portfolios on consolidation (deconsolidation)
|
—
|
|
|
69.1
|
|
||
Additions to property and equipment
|
(41.3
|
)
|
|
(35.2
|
)
|
||
Net cash provided by (used in) investing activities
|
(34.1
|
)
|
|
207.8
|
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Repurchases of common stock
|
(113.6
|
)
|
|
(206.7
|
)
|
||
Common share issuances under stock-based compensation plans
|
32.5
|
|
|
21.0
|
|
||
Excess tax benefits from stock-based compensation plans
|
11.1
|
|
|
8.9
|
|
||
Dividends paid to common stockholders of T. Rowe Price Group
|
(135.4
|
)
|
|
(135.9
|
)
|
||
Net subscriptions received from (redemptions and distributions paid to) redeemable non-controlling interests holders
|
—
|
|
|
270.8
|
|
||
Net cash used in financing activities
|
(205.4
|
)
|
|
(41.9
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents of consolidated sponsored investment portfolios
|
—
|
|
|
(1.4
|
)
|
||
|
|
|
|
||||
Net change in cash and cash equivalents during period
|
304.3
|
|
|
228.1
|
|
||
Cash and cash equivalents at beginning of year
|
1,506.1
|
|
|
1,172.3
|
|
||
Cash and cash equivalents at end of period, including $77.5 million held by consolidated sponsored investment portfolios at March 31, 2016
|
$
|
1,810.4
|
|
|
$
|
1,400.4
|
|
|
Common
shares
outstanding
|
|
Common
stock
|
|
Additional
capital in
excess of
par value
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
income
|
|
Total
stockholders’
equity
|
|
Redeemable non-controlling interests
|
|||||||||||||
Balances at December 31, 2015
|
250,469
|
|
|
$
|
50.1
|
|
|
$
|
654.6
|
|
|
$
|
3,970.7
|
|
|
$
|
86.6
|
|
|
$
|
4,762.0
|
|
|
$
|
—
|
|
Consolidation of sponsored investment portfolios upon adoption of new accounting guidance on January 1, 2016
|
|
|
|
|
|
|
32.5
|
|
|
(32.5
|
)
|
|
—
|
|
|
672.7
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
295.2
|
|
|
—
|
|
|
295.2
|
|
|
9.2
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.0
|
)
|
|
(25.0
|
)
|
|
22.9
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(135.9
|
)
|
|
—
|
|
|
(135.9
|
)
|
|
|
|||||||
Common stock-based compensation plans activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Shares issued upon option exercises
|
797
|
|
|
.1
|
|
|
28.7
|
|
|
—
|
|
|
—
|
|
|
28.8
|
|
|
—
|
|
||||||
Restricted shares issued, net of shares withheld for taxes
|
(1
|
)
|
|
—
|
|
|
(.1
|
)
|
|
—
|
|
|
—
|
|
|
(.1
|
)
|
|
—
|
|
||||||
Shares issued upon vesting of restricted stock units, net of shares withheld for taxes
|
4
|
|
|
—
|
|
|
(.2
|
)
|
|
—
|
|
|
—
|
|
|
(.2
|
)
|
|
—
|
|
||||||
Forfeiture of restricted awards
|
(29
|
)
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net tax benefits
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
36.8
|
|
|
—
|
|
|
—
|
|
|
36.8
|
|
|
—
|
|
||||||
Common shares repurchased
|
(3,110
|
)
|
|
(.6
|
)
|
|
(65.4
|
)
|
|
(140.7
|
)
|
|
—
|
|
|
(206.7
|
)
|
|
—
|
|
||||||
Net subscriptions (redemptions and distributions) - sponsored investment portfolios
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272.9
|
|
||||||
Deconsolidation of sponsored investment portfolios
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152.6
|
)
|
||||||
Balances at March 31, 2016
|
248,130
|
|
|
$
|
49.6
|
|
|
$
|
663.3
|
|
|
$
|
4,021.8
|
|
|
$
|
29.1
|
|
|
$
|
4,763.8
|
|
|
$
|
825.1
|
|
NOTE 1
|
– THE COMPANY AND BASIS OF PREPARATION.
|
NOTE 2
|
– INFORMATION ABOUT RECEIVABLES, REVENUES, AND SERVICES.
|
|
|
Three months ended
|
||||||
|
|
3/31/2015
|
|
3/31/2016
|
||||
Sponsored U.S. mutual funds
|
|
|
|
|
||||
Stock and blended asset
|
|
$
|
543.2
|
|
|
$
|
519.5
|
|
Bond and money market
|
|
102.7
|
|
|
112.6
|
|
||
|
|
645.9
|
|
|
632.1
|
|
||
Other investment portfolios
|
|
|
|
|
||||
Stock and blended asset
|
|
213.0
|
|
|
197.9
|
|
||
Bond, money market, and stable value
|
|
37.6
|
|
|
40.8
|
|
||
|
|
250.6
|
|
|
238.7
|
|
||
Total
|
|
$
|
896.5
|
|
|
$
|
870.8
|
|
|
Average during
|
|
|
|
|
||||||||||
|
the first quarter of
|
|
As of
|
||||||||||||
|
2015
|
|
2016
|
|
12/31/2015
|
|
3/31/2016
|
||||||||
Sponsored U.S. mutual funds
|
|
|
|
|
|
|
|
||||||||
Stock and blended asset
|
$
|
381.5
|
|
|
$
|
361.3
|
|
|
$
|
383.0
|
|
|
$
|
380.4
|
|
Bond and money market
|
105.6
|
|
|
104.3
|
|
|
104.1
|
|
|
106.3
|
|
||||
|
487.1
|
|
|
465.6
|
|
|
487.1
|
|
|
486.7
|
|
||||
Other investment portfolios
|
|
|
|
|
|
|
|
||||||||
Stock and blended asset
|
209.5
|
|
|
196.3
|
|
|
209.8
|
|
|
208.8
|
|
||||
Bond, money market, and stable value
|
62.4
|
|
|
66.2
|
|
|
66.2
|
|
|
69.1
|
|
||||
|
271.9
|
|
|
262.5
|
|
|
276.0
|
|
|
277.9
|
|
||||
Total
|
$
|
759.0
|
|
|
$
|
728.1
|
|
|
$
|
763.1
|
|
|
$
|
764.6
|
|
|
Three months ended
|
||||||
|
3/31/2015
|
|
3/31/2016
|
||||
Administrative fees
|
$
|
76.0
|
|
|
$
|
72.3
|
|
Distribution and servicing fees
|
$
|
37.5
|
|
|
$
|
33.9
|
|
|
12/31/2015
|
|
3/31/2016
|
||||
Available-for-sale sponsored investment portfolios
|
$
|
1,612.3
|
|
|
$
|
573.9
|
|
Equity method investments
|
|
|
|
||||
26% interest in UTI Asset Management Company Limited (India)
|
132.8
|
|
|
134.8
|
|
||
Sponsored investment portfolios
|
113.7
|
|
|
276.3
|
|
||
Investment partnerships
|
6.2
|
|
|
5.6
|
|
||
Sponsored investment portfolios held as trading
|
25.8
|
|
|
47.4
|
|
||
Cost method investments
|
69.4
|
|
|
69.0
|
|
||
U.S. Treasury note
|
1.0
|
|
|
1.0
|
|
||
Total
|
$
|
1,961.2
|
|
|
$
|
1,108.0
|
|
|
Aggregate cost
|
|
Unrealized holding
|
|
Aggregate
fair value
|
||||||||||
|
|
gains
|
|
losses
|
|
||||||||||
December 31, 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
|
|
|
|
|
|
|
|
|
|
||||||||
March 31, 2016
|
|
|
|
|
|
|
|
||||||||
Stock and blended asset funds
|
$
|
108.0
|
|
|
$
|
84.4
|
|
|
$
|
(.4
|
)
|
|
$
|
192.0
|
|
Bond funds
|
380.3
|
|
|
3.7
|
|
|
(2.1
|
)
|
|
381.9
|
|
||||
Total
|
$
|
488.3
|
|
|
$
|
88.1
|
|
|
$
|
(2.5
|
)
|
|
$
|
573.9
|
|
|
Number of holdings
|
|
Unrealized
holding losses
|
|
Aggregate
fair value |
|||||
December 31, 2015
|
|
|
|
|
|
|||||
Less than 12 months
|
18
|
|
$
|
(15.8
|
)
|
|
$
|
419.6
|
|
|
12 months or more
|
4
|
|
|
(10.4
|
)
|
|
298.6
|
|
||
Total
|
22
|
|
$
|
(26.2
|
)
|
|
$
|
718.2
|
|
|
|
|
|
|
|
|
|||||
March 31, 2016
|
|
|
|
|
|
|||||
Less than 12 months
|
8
|
|
$
|
(.3
|
)
|
|
$
|
27.9
|
|
|
12 months or more
|
1
|
|
|
(2.2
|
)
|
|
168.6
|
|
||
Total
|
9
|
|
$
|
(2.5
|
)
|
|
$
|
196.5
|
|
NOTE 4
|
– FAIR VALUE MEASUREMENTS.
|
|
Level 1
|
|
Level 2
|
||||
December 31, 2015
|
|
|
|
||||
Cash equivalents
|
$
|
997.5
|
|
|
$
|
—
|
|
Available-for-sale sponsored investment portfolios
|
1,612.3
|
|
|
—
|
|
||
Sponsored investment portfolios held as trading
|
25.8
|
|
|
—
|
|
||
Total
|
$
|
2,635.6
|
|
|
$
|
—
|
|
|
|
|
|
||||
March 31, 2016
|
|
|
|
||||
Cash equivalents
|
$
|
1,153.7
|
|
|
$
|
—
|
|
Available-for-sale sponsored investment portfolios
|
573.9
|
|
|
—
|
|
||
Sponsored investment portfolios held as trading
|
47.4
|
|
|
—
|
|
||
Total
|
$
|
1,775.0
|
|
|
$
|
—
|
|
|
Voting
interest entities
|
|
Variable interest entities
|
|
Total
|
||||||
Cash and cash equivalents
|
$
|
9.1
|
|
|
$
|
68.4
|
|
|
$
|
77.5
|
|
Investments
|
210.5
|
|
|
1,500.4
|
|
|
1,710.9
|
|
|||
Other assets
|
8.9
|
|
|
29.3
|
|
|
38.2
|
|
|||
Total assets
|
228.5
|
|
|
1,598.1
|
|
|
1,826.6
|
|
|||
Liabilities
|
8.9
|
|
|
49.6
|
|
|
58.5
|
|
|||
Net assets
|
$
|
219.6
|
|
|
$
|
1,548.5
|
|
|
$
|
1,768.1
|
|
|
|
|
|
|
|
||||||
Attributable to redeemable non-controlling interests
|
$
|
69.2
|
|
|
$
|
755.9
|
|
|
$
|
825.1
|
|
Attributable to T. Rowe Price Group
|
150.4
|
|
|
792.6
|
|
|
943.0
|
|
|||
|
$
|
219.6
|
|
|
$
|
1,548.5
|
|
|
$
|
1,768.1
|
|
|
Voting
interest entities |
|
Variable interest entities
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Operating expenses reflected in net operating income
|
$
|
(.5
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(2.6
|
)
|
Net investment income reflected in non-operating income
|
6.3
|
|
|
17.5
|
|
|
23.8
|
|
|||
Impact on income before taxes
|
$
|
5.8
|
|
|
$
|
15.4
|
|
|
$
|
21.2
|
|
|
|
|
|
|
|
||||||
Attributable to redeemable non-controlling interests
|
$
|
2.0
|
|
|
$
|
7.2
|
|
|
$
|
9.2
|
|
Attributable to T. Rowe Price Group
|
3.8
|
|
|
8.2
|
|
|
12.0
|
|
|||
|
$
|
5.8
|
|
|
$
|
15.4
|
|
|
$
|
21.2
|
|
|
Voting
interest entities |
|
Variable interest entities
|
|
Total
|
||||||
Net cash provided by operating activities
|
$
|
(9.4
|
)
|
|
$
|
(424.1
|
)
|
|
$
|
(433.5
|
)
|
Net cash provided by (used in) investing activities
|
26.3
|
|
|
42.8
|
|
|
69.1
|
|
|||
Net cash used in financing activities
|
(7.8
|
)
|
|
451.1
|
|
|
443.3
|
|
|||
Effect of exchange rate changes on cash and cash equivalents of consolidated sponsored investment portfolios
|
—
|
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|||
Net change in cash and cash equivalents during period
|
9.1
|
|
|
68.4
|
|
|
77.5
|
|
|||
Cash and cash equivalents at beginning of year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at end of period
|
$
|
9.1
|
|
|
$
|
68.4
|
|
|
$
|
77.5
|
|
|
Level 1
|
|
Level 2
|
||||
December 31, 2015
|
|
|
|
||||
Assets
|
|
|
|
||||
Equity securities
|
$
|
2.8
|
|
|
$
|
11.2
|
|
Fixed income securities
|
—
|
|
|
43.0
|
|
||
Other investments
|
.7
|
|
|
—
|
|
||
|
$
|
3.5
|
|
|
$
|
54.2
|
|
|
|
|
|
||||
March 31, 2016
|
|
|
|
||||
Assets
|
|
|
|
||||
Cash equivalents
|
$
|
7.8
|
|
|
$
|
.8
|
|
Equity securities
|
55.1
|
|
|
446.4
|
|
||
Fixed income securities
|
—
|
|
|
1,180.9
|
|
||
Other investments
|
.5
|
|
|
28.0
|
|
||
|
$
|
63.4
|
|
|
$
|
1,656.1
|
|
|
|
|
|
||||
Liabilities
|
$
|
.2
|
|
|
$
|
24.3
|
|
NOTE 7
|
– STOCK-BASED COMPENSATION.
|
|
Options
|
|
Weighted-
average
exercise
price
|
|||
Outstanding at December 31, 2015
|
30,818,229
|
|
|
$
|
59.24
|
|
Exercised
|
(1,141,382
|
)
|
|
$
|
47.22
|
|
Forfeited
|
(208,376
|
)
|
|
$
|
72.35
|
|
Expired
|
(1,344
|
)
|
|
$
|
71.61
|
|
Outstanding at March 31, 2016
|
29,467,127
|
|
|
$
|
59.62
|
|
Exercisable at March 31, 2016
|
18,726,499
|
|
|
$
|
52.55
|
|
|
Restricted
shares
|
|
Restricted
stock
units
|
|
Weighted-average
fair value
|
||||
Nonvested at December 31, 2015
|
1,470,827
|
|
|
2,216,431
|
|
|
$
|
74.66
|
|
Time-based grants
|
—
|
|
|
1,483,557
|
|
|
$
|
70.26
|
|
Performance-based grants
|
—
|
|
|
200,223
|
|
|
$
|
70.26
|
|
Vested
|
(4,730
|
)
|
|
(6,724
|
)
|
|
$
|
74.39
|
|
Forfeited
|
(29,387
|
)
|
|
(35,319
|
)
|
|
$
|
74.66
|
|
Nonvested at March 31, 2016
|
1,436,710
|
|
|
3,858,168
|
|
|
$
|
73.26
|
|
Second quarter 2016
|
$
|
39.0
|
|
Third quarter 2016
|
39.1
|
|
|
Fourth quarter 2016
|
35.4
|
|
|
2017
|
102.1
|
|
|
2018 through 2021
|
101.3
|
|
|
Total
|
$
|
316.9
|
|
NOTE 8
|
– EARNINGS PER SHARE CALCULATIONS.
|
|
Three months ended
|
||||||
|
3/31/2015
|
|
3/31/2016
|
||||
Net income attributable to T. Rowe Price Group
|
$
|
309.5
|
|
|
$
|
295.2
|
|
Less: net income allocated to outstanding restricted stock and stock unit holders
|
(8.4
|
)
|
|
(5.6
|
)
|
||
Net income allocated to common stockholders
|
$
|
301.1
|
|
|
$
|
289.6
|
|
|
|
|
|
||||
Weighted-average common shares
|
|
|
|
||||
Outstanding
|
258.7
|
|
|
246.7
|
|
||
Outstanding assuming dilution
|
265.7
|
|
|
251.5
|
|
|
Three months ended
|
||||
|
3/31/2015
|
|
3/31/2016
|
||
Weighted-average outstanding stock options excluded
|
4.6
|
|
|
10.8
|
|
|
Three months ended
|
||||||
|
3/31/2015
|
|
3/31/2016
|
||||
Net deferred tax benefits on:
|
|
|
|
||||
Net unrealized holding gains or losses
|
$
|
(3.1
|
)
|
|
$
|
2.5
|
|
Reclassification adjustments recognized in the provision for income taxes:
|
|
|
|
||||
Net gains realized on dispositions
|
5.9
|
|
|
20.6
|
|
||
Net deferred tax benefits on net unrealized holding gains or losses
|
2.8
|
|
|
23.1
|
|
||
Total deferred tax benefits (income taxes) on currency translation adjustments
|
.8
|
|
|
(6.7
|
)
|
||
Total net deferred tax benefits
|
$
|
3.6
|
|
|
$
|
16.4
|
|
|
|
|
Currency translation adjustments
|
|
|
||||||||||||||
|
Net unrealized holding gains
|
|
Equity method investments
|
|
Consolidated sponsored investment portfolios - variable interest entities
|
|
Total currency translation adjustments
|
|
Total
|
||||||||||
Balances at December 31, 2015
|
$
|
120.3
|
|
|
$
|
(30.9
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(33.7
|
)
|
|
$
|
86.6
|
|
Reclass of accumulated other comprehensive income to retained earnings upon adoption of the new consolidation accounting guidance
|
(32.0
|
)
|
|
(.5
|
)
|
|
—
|
|
|
(.5
|
)
|
|
(32.5
|
)
|
|||||
Balance at January 1, 2016
|
88.3
|
|
|
(31.4
|
)
|
|
(2.8
|
)
|
|
(34.2
|
)
|
|
54.1
|
|
|||||
Other comprehensive income (loss) before reclassifications and income taxes
|
(6.3
|
)
|
|
(.8
|
)
|
|
18.0
|
|
|
17.2
|
|
|
10.9
|
|
|||||
Reclassification adjustments recognized in non-operating income
|
(52.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.3
|
)
|
|||||
|
(58.6
|
)
|
|
(.8
|
)
|
|
18.0
|
|
|
17.2
|
|
|
(41.4
|
)
|
|||||
Net deferred tax benefits
|
23.1
|
|
|
.3
|
|
|
(7.0
|
)
|
|
(6.7
|
)
|
|
16.4
|
|
|||||
Other comprehensive income (loss)
|
(35.5
|
)
|
|
(.5
|
)
|
|
11.0
|
|
|
10.5
|
|
|
(25.0
|
)
|
|||||
Balances at March 31, 2016
|
$
|
52.8
|
|
|
$
|
(31.9
|
)
|
|
$
|
8.2
|
|
|
$
|
(23.7
|
)
|
|
$
|
29.1
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Index
|
|
|
|
S&P 500 Index
|
|
1.4%
|
|
NASDAQ Composite Index
(1)
|
|
(2.8)%
|
|
Russell 2000 Index
|
|
(1.5)%
|
|
MSCI EAFE (Europe, Australasia, and Far East) Index
|
|
(2.9)%
|
|
MSCI Emerging Markets Index
|
|
5.8%
|
|
Index
|
|
|
|
Barclays U.S. Aggregate Bond Index
|
|
3.0%
|
|
Credit Suisse High Yield Index
|
|
3.1%
|
|
Barclays Municipal Bond Index
|
|
1.7%
|
|
Barclays Global Aggregate Ex-U.S. Dollar Bond Index
|
|
8.3%
|
|
JPMorgan Emerging Markets Bond Index Plus
|
|
5.9%
|
|
|
As of
|
||||||
|
12/31/2015
|
|
3/31/2016
|
||||
Sponsored U.S. mutual funds
|
$
|
487.1
|
|
|
$
|
486.7
|
|
Other investment portfolios
|
276.0
|
|
|
277.9
|
|
||
Total assets under management
|
$
|
763.1
|
|
|
$
|
764.6
|
|
|
|
|
|
||||
|
As of
|
||||||
|
12/31/2015
|
|
3/31/2016
|
||||
Stock and blended asset portfolios
|
$
|
592.8
|
|
|
$
|
589.2
|
|
Fixed income portfolios
|
170.3
|
|
|
175.4
|
|
||
Total assets under management
|
$
|
763.1
|
|
|
$
|
764.6
|
|
|
Three months ended 3/31/2016
|
||||||||||
|
Sponsored U.S. mutual funds
|
|
Other investment portfolios
|
|
Total
|
||||||
Assets under management at beginning of period
|
$
|
487.1
|
|
|
$
|
276.0
|
|
|
$
|
763.1
|
|
|
|
|
|
|
|
||||||
Net cash flows before client transfers
|
5.0
|
|
|
.1
|
|
|
5.1
|
|
|||
Client transfers from mutual funds to other portfolios
|
(3.3
|
)
|
|
3.3
|
|
|
—
|
|
|||
Net cash flows after client transfers
|
1.7
|
|
|
3.4
|
|
|
5.1
|
|
|||
Market depreciation, net of income
|
(2.1
|
)
|
|
(1.5
|
)
|
|
(3.6
|
)
|
|||
Change during the period
|
(.4
|
)
|
|
1.9
|
|
|
1.5
|
|
|||
|
|
|
|
|
|
||||||
Assets under management at March 31, 2016
|
$
|
486.7
|
|
|
$
|
277.9
|
|
|
$
|
764.6
|
|
Sponsored U.S. mutual funds
|
|
|
||
Stock and blended asset funds
|
|
$
|
1.8
|
|
Bond funds
|
|
(.4
|
)
|
|
Money market funds
|
|
.3
|
|
|
|
|
1.7
|
|
|
Other investment portfolios
|
|
|
||
Stock and blended assets
|
|
2.3
|
|
|
Fixed income, money market, and stable value
|
|
1.1
|
|
|
|
|
3.4
|
|
|
Total net cash flows after client transfers
|
|
$
|
5.1
|
|
|
|
Three months ended
|
|
|
|
|
|||||||||
|
|
3/31/2015
|
|
3/31/2016
|
|
Dollar change
|
|
Percentage change
|
|||||||
(in millions, except per-share data)
|
|
|
|
|
|
|
|
|
|||||||
Investment advisory fees
|
|
$
|
896.5
|
|
|
$
|
870.8
|
|
|
$
|
(25.7
|
)
|
|
(2.9
|
)%
|
Net revenues
|
|
$
|
1,027.0
|
|
|
$
|
994.1
|
|
|
$
|
(32.9
|
)
|
|
(3.2
|
)%
|
Operating expenses
|
|
$
|
549.2
|
|
|
$
|
583.2
|
|
|
$
|
34.0
|
|
|
6.2
|
%
|
Net operating income
|
|
$
|
477.8
|
|
|
$
|
410.9
|
|
|
$
|
(66.9
|
)
|
|
(14.0
|
)%
|
Non-operating income
|
|
$
|
26.8
|
|
|
$
|
85.1
|
|
|
$
|
58.3
|
|
|
217.5
|
%
|
Net income attributable to T. Rowe Price Group
|
|
$
|
309.5
|
|
|
$
|
295.2
|
|
|
$
|
(14.3
|
)
|
|
(4.6
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share on common stock of T. Rowe Price Group
|
|
$
|
1.13
|
|
|
$
|
1.15
|
|
|
$
|
.02
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Average assets under management (in billions)
|
|
$
|
759.0
|
|
|
$
|
728.1
|
|
|
$
|
(30.9
|
)
|
|
(4.1
|
)%
|
Operating expenses reflected in net operating income
|
$
|
(2.6
|
)
|
Net investment income reflected in non-operating income
|
23.8
|
|
|
Impact on income before taxes
|
$
|
21.2
|
|
|
|
||
Attributable to the firm's interest in the consolidated sponsored investment portfolios
|
$
|
12.0
|
|
Attributable to redeemable non-controlling interests (unrelated third party investors)
|
9.2
|
|
|
|
$
|
21.2
|
|
|
|
Three months ended
|
|
2016 vs. 2015
|
||||||||
|
|
3/31/2015
|
|
3/31/2016
|
|
Dollar change
|
||||||
|
|
|
|
|
|
|
||||||
Net gains realized on dispositions of available-for-sale investments
|
|
$
|
16.6
|
|
|
$
|
52.3
|
|
|
$
|
35.7
|
|
Ordinary and capital gain dividends on sponsored fund investments
|
|
3.4
|
|
|
1.5
|
|
|
(1.9
|
)
|
|||
Investment gains on sponsored equity method and trading investments
|
|
2.7
|
|
|
5.3
|
|
|
2.6
|
|
|||
Net investment income on sponsored fund investments not consolidated
|
|
22.7
|
|
|
59.1
|
|
|
36.4
|
|
|||
Other investment income
|
|
2.9
|
|
|
2.2
|
|
|
(.7
|
)
|
|||
Total investment income on investments
|
|
25.6
|
|
|
61.3
|
|
|
35.7
|
|
|||
Net investment income on consolidated sponsored investment portfolios
|
|
2.3
|
|
|
23.8
|
|
|
21.5
|
|
|||
Other non-operating expense
|
|
(1.1
|
)
|
|
—
|
|
|
1.1
|
|
|||
Non-operating income
|
|
$
|
26.8
|
|
|
$
|
85.1
|
|
|
$
|
58.3
|
|
|
For three months ended 3/31/2016
|
|
|
||||||||||||||||
|
Cash flow attributable to Price Group
|
|
Cash flow attributable to consolidated sponsored investment portfolios
|
|
Eliminations
|
|
As reported on statement of cash flows
|
|
As reported for the three months ended 3/31/2015
|
||||||||||
Net cash provided by operating activities
|
$
|
498.5
|
|
|
$
|
(433.5
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
63.6
|
|
|
$
|
543.8
|
|
Net cash provided by (used in) investing activities
|
(35.2
|
)
|
|
69.1
|
|
|
173.9
|
|
|
207.8
|
|
|
(34.1
|
)
|
|||||
Net cash used in financing activities
|
(312.7
|
)
|
|
443.3
|
|
|
(172.5
|
)
|
|
(41.9
|
)
|
|
(205.4
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents of consolidated sponsored investment portfolios
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|||||
Net change in cash and cash equivalents during period
|
150.6
|
|
|
77.5
|
|
|
—
|
|
|
228.1
|
|
|
304.3
|
|
|||||
Cash and cash equivalents at beginning of year
|
1,172.3
|
|
|
—
|
|
|
—
|
|
|
1,172.3
|
|
|
1,506.1
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
1,322.9
|
|
|
$
|
77.5
|
|
|
$
|
—
|
|
|
$
|
1,400.4
|
|
|
$
|
1,810.4
|
|
(in millions)
|
Recurring dividend
|
|
Special dividend
|
|
Stock repurchases
|
|
Total cash returned to stockholders
|
||||||||
2014
|
462.1
|
|
|
—
|
|
|
415.5
|
|
|
877.6
|
|
||||
2015
|
534.5
|
|
|
524.5
|
|
|
987.8
|
|
|
2,046.8
|
|
||||
Three-months ended March 31, 2016
|
135.9
|
|
|
|
|
|
206.7
|
|
|
342.6
|
|
||||
Total
|
$
|
1,132.5
|
|
|
$
|
524.5
|
|
|
$
|
1,610
|
|
|
$
|
3,267.0
|
|
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
|
|
2,270,279
|
|
|
$
|
66.39
|
|
|
2,259,905
|
|
|
17,531,526
|
|
February
|
|
874,117
|
|
|
$
|
66.81
|
|
|
850,000
|
|
|
16,681,526
|
|
March
|
|
250,936
|
|
|
$
|
72.99
|
|
|
—
|
|
|
16,681,526
|
|
Total
|
|
3,395,332
|
|
|
$
|
66.99
|
|
|
3,109,905
|
|
|
|
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 December 10, 2015. (Incorporated by reference from Form 8-K Current Report file on December 10, 2015; File No. 000-32191).
|
|
|
|
10.05
|
|
Fund Accounting Services Agreement as of January 1, 2014 between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April 27, 2015; File No. 033-16567).
|
|
|
|
10.21
|
|
Employment Agreement as of March 15, 2016, between T. Rowe Price International Limited and Christopher Alderson.
|
|
|
|
15
|
|
Letter from KPMG LLP, independent registered public accounting firm, re unaudited interim financial information.
|
|
|
|
31(i).1
|
|
Rule 13a-14(a) Certification of Principal Executive Officer.
|
|
|
|
31(i).2
|
|
Rule 13a-14(a) Certification of Principal Financial Officer.
|
|
|
|
32
|
|
Section 1350 Certifications.
|
|
|
|
99
|
|
Earnings release issued April 26, 2016, reporting our results of operations for the first quarter of 2016.
|
|
|
|
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-20160331.xml).
|
|
|
|
|
|
101.SCH XBRL Taxonomy Extension Schema Document (File name: trow-20160331.xsd).
|
|
|
|
|
|
101.CAL XBRL Taxonomy Calculation Linkbase Document (File name: trow-20160331_cal.xml).
|
|
|
|
|
|
101.LAB XBRL Taxonomy Label Linkbase Document (File name: trow-20160331_lab.xml).
|
|
|
|
|
|
101.PRE XBRL Taxonomy Presentation Linkbase Document (File name: trow-20160331_pre.xml).
|
|
|
|
|
|
101.DEF XBRL Taxonomy Definition Linkbase Document (File name: trow-20160331_def.xml).
|
1)
|
Your employment is subject to you having the continued right to live and work in the UK.
|
2)
|
Your job title is Head of International Equity
and you report to Bill Stromberg. Bill will be your line manager for the purposes of the Associate Handbook. Although this will be the post you initially take up, the Company may transfer you to another similar position or to another department.
|
3)
|
Your salary is £225,000 per annum, accruing on a daily basis. Salaries are paid monthly on or about the 25
th
of each month directly into your bank account as set out in the Associate Handbook. Salaries are subject to annual review (but without commitment to increase) based on performance.
|
4)
|
The Company reserves the right to recover from your salary payments any overpayments made to you and to recover from your final salary payment an amount equal to any sums you owe to the Company. If you are a US taxpayer, no offset will be made against any amount that constitutes deferred compensation within the meaning of US Tax Code section 409A earlier than the date such amount is otherwise due to be paid to you.
|
5)
|
You may be eligible to participate in the annual discretionary performance bonus program in accordance with the rules of that program. Bonuses are paid at the discretion of the Company. Any bonus is paid based upon the performance of the Company and your achievement of performance objectives determined between you and your manager. A bonus will only be awarded if you continue to be in employment at the time of payment.
|
6)
|
You may be eligible to participate in our equity incentive program subject to the terms of that program. Equity awards are made at the discretion of the Company and generally are made two times per year. You will be eligible to participate in future equity programs in the Company’s discretion. Equity awards under any future programs will be subject to such vesting and other terms and conditions as the Company, at its discretion, may establish.
|
7)
|
The office is open for business at all times. The core hours applicable to your employment will be 9:00 a.m. to 5:00 p.m., as required by the Company with a break of one hour for lunch. However, you will be required to devote sufficient time to your duties to enable you properly to perform these and this may necessitate you working outside your normal hours if required to do so. If you do work additional hours
|
a)
|
You agree that your working time, including overtime (whether or not paid), in any reference period may exceed 48 hours in any seven day period and that the limit specified in Regulation 4(1) of the Regulations shall not apply to your employment by us. You must give the Company not less than 12 weeks’ written notice if you wish to withdraw your agreement. If you do not agree to opting-out of the Regulations please delete this paragraph before counter-signing this letter.
|
b)
|
Further details on the Working Times Regulations are set out in the Staff Handbook.
|
c)
|
Any failure to comply with the Company’s record keeping requirements on working time set out in the Associate Handbook will be a disciplinary offence and dealt with under the Company’s disciplinary procedures.
|
8)
|
During your employment with the Company you must not without the prior consent in writing of the Ethics Committee directly or indirectly be employed or otherwise engaged in any other business, trade or profession.
|
9)
|
Your annual holiday entitlement is 30
working days in addition to English Public and Bank Holidays. The holiday year runs from 1
st
January to 31
st
December. Joiners and leavers during the year are entitled to a proportionate number of days. Further details are set out in the Associate Handbook.
|
10)
|
Subject to clause 11 and the summary termination provisions in the Associate Handbook, you may terminate your employment hereunder by giving to the Company not less than three months’ written notice. The Company may terminate your employment by giving you three months’ notice in writing. If, in order to avoid the imposition of additional taxes or penalties against you under US tax laws, US Tax Code section 409A(a)(2)(B)(i) requires a six-month delay before the payment of any amount that becomes due on account of your separation from service, T. Rowe Price will withhold such payment until the first day of the seventh month after the date that you separate from service. This provision may apply to you if you are a US taxpayer. You must notify T. Rowe Price Human Resources in writing if you are currently, or if during your employment become, a US taxpayer. T. Rowe Price will not be responsible for any additional taxes or penalties imposed under US Tax Code section 409A if you fail to notify T. Rowe Price in writing of your status as a US taxpayer before your separation from service occurs.
|
11)
|
The Company reserves the right to make a payment of salary in lieu of any period of notice given by you or the Company. Any payment in lieu of notice will be calculated on the basis of your base salary only at the time your employment ends and will be paid during the notice period in accordance with the regular payroll schedule in effect at that time.
|
12)
|
If you have been absent from work due to illness for more than 90 days during any period of twelve consecutive months the Company may terminate your employment with one month’s notice. The validity of the notice shall be dependent on it being given immediately after the expiry of the ninety days of illness and while you are still ill, but its validity shall not be affected by the fact that you have returned to your work after the notice of dismissal has been given.
|
13)
|
Following the Termination Date, you will not represent yourself as being in any way connected with the businesses of the Company or of its associated or subsidiary companies (except to the extent agreed by such a company).
|
14)
|
Other benefits to which you will be entitled are as follows:
|
(a)
|
Subject to you complying with the rules of any scheme from time to time in force, and to the Company being able to secure cover for you on reasonable terms, you will be eligible for private health insurance cover with an insurer selected by the Company (currently operated by VitalityHealth). Private medical cover will not extend into your retirement with the Company. The Company reserves the right at any time to withdraw this benefit or to amend the terms upon which it is provided.
|
(b)
|
Provided you satisfy the relevant statutory requirements and subject to its rules from time to time in force, you will be automatically enrolled into the Company's defined contribution retirement plan, the T. Rowe Price UK Retirement Scheme (the "Pension Scheme") from the date on which you meet the requirements or such later date notified to you. By signing this letter, you agree that the Company will act on your behalf in taking the steps necessary to enrol you in the Pension Scheme. Both you and the Company will make contributions into the Pension Scheme at the level notified to you by the Company from time to time in writing. Your contributions will be deducted from your pay and paid across to the Pension Scheme.
|
(c)
|
The Company offers Permanent Health Insurance subject to the requirements of the Company insurers and subject to the Company's right to terminate your employment in accordance with your contract of employment. The terms upon which this insurance is provided and the level of cover will be in accordance with the Company policy, as in force from time to time. The Company reserves the right to amend or terminate this benefit at any time.
|
(d)
|
You will be covered by Death in Service benefit subject to the terms of the scheme from time to time in force.
|
(e)
|
You will be eligible to participate in the Employee Stock Purchase Plan. Details of this plan are outlined in the plan prospectus as in force from time to time. The Company reserves the right to amend or terminate the Stock Purchase Plan at any time.
|
15)
|
The Company’s disciplinary rules and problem resolution procedures are detailed in the Associate Handbook. Please note that the disciplinary rules form part of your contract of employment but that the disciplinary and problem resolution procedures are non-contractual.
|
16)
|
It is a condition of employment that you comply at all times with all T. Rowe Price compliance procedures including T. Rowe Price Code of Ethics which incorporates the Associate Dealing Rules.
|
17)
|
During your employment with the Company and at any time after the termination thereof other than in proper performance of your duties hereunder you must not disclose to any other person any confidential information concerning the business or affairs of the Company or any of its associated or subsidiary companies or their clients. This clause is without prejudice to your rights under the Public Interest Disclosure Act 1998.
|
18)
|
Your contractual terms and conditions of employment are as set out in this letter and in the contractual sections of the Associate Handbook. These documents are a complete statement of your contractual terms and conditions and supersede any previous arrangements or understandings.
|
19)
|
Your employment will be based in the TRPIL London offices. However, in view of the nature of business, it may be necessary to assign you to different duties or transfer you to an alternative location. Should this arise then your manager will discuss the rationale with you.
|
20)
|
For sake of completeness, we ask you to note that there are no collective agreements directly affecting the terms and conditions of your employment with the Company and that this employment contract is not for either a temporary or fixed term.
|
21)
|
When your employment ends, or at any other time if you are requested to do so, you must return to the Company all property belonging or relating to the Company.
|
22)
|
Details of our policy on Data Protection are set out in the Associate Handbook. However, in order to process data about you, the Company needs your specific consent. Therefore, for the purposes of the Data Protection Act 1998 you give your consent to the holding and processing of personal data provided by you to the Company for all purposes relating to the performance of this Contract, including, but not limited to:
|
•
|
Administering and maintaining personnel records;
|
•
|
Paying and reviewing salary and other remuneration and benefits;
|
•
|
Providing and administering any benefits;
|
•
|
Undertaking performance appraisals and reviews;
|
•
|
Maintaining sickness and other absence records;
|
•
|
Taking decisions as to your fitness for work;
|
•
|
Providing references and information to future employers, and if necessary, governmental and quasi-governmental bodies for social security and other purposes, the Inland Revenue and the Contributions Agency;
|
•
|
Providing information to future purchasers of the Company or for the business in which you work; and
|
•
|
Transferring information concerning you to a country or territory outside the EEA.
|
Signed:
|
/s/ Christopher Alderson
|
|
17 March 2016
|
|
|
Christopher Alderson
|
|
Date
|
1.
|
I have reviewed this
Form 10-Q Quarterly Report
for the
quarterly period
ended
March 31, 2016
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
quarterly period
ended
March 31, 2016
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):
|