T. Rowe Price Group, Inc.
PRICE T ROWE GROUP INC (Form: 10-Q, Received: 10/23/2014 09:41:22)


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________ 
FORM 10-Q
______________________________________ 
QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
Commission File Number: 000-32191
______________________________________ 
T. ROWE PRICE GROUP, INC.
(Exact name of registrant as specified in its charter)
______________________________________ 
Maryland
 
52-2264646
(State of incorporation)
 
(I.R.S. Employer Identification No.)
100 East Pratt Street, Baltimore, Maryland 21202
(Address, including Zip Code, of principal executive offices)
(410) 345-2000
(Registrant’s telephone number, including area code)
______________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.     x   Yes     ¨   No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.     x   Yes     ¨   No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  x
 
Accelerated filer  ¨
Non-accelerated filer ¨
 
Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨   Yes     x   No
The number of shares outstanding of the issuer’s common stock ($.20 par value), as of the latest practicable date, October 21, 2014 , is 259,388,321 .
The exhibit index is at Item 6 on page 23 .
 




PART I – FINANCIAL INFORMATION

Item 1.
Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
 
 
12/31/2013
 
9/30/2014
ASSETS
 
 
 
Cash and cash equivalents
$
1,398.0

 
$
1,644.5

Accounts receivable and accrued revenue
398.8

 
423.6

Investments in sponsored funds
1,611.9

 
1,936.7

Other investments
313.6

 
418.0

Property and equipment
572.9

 
572.3

Goodwill
665.7

 
665.7

Other assets
72.2

 
107.2

Total assets
$
5,033.1

 
$
5,768.0

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Liabilities
 
 
 
Accounts payable and accrued expenses
$
103.9

 
$
150.6

Accrued compensation and related costs
72.4

 
367.3

Income taxes payable
38.7

 
22.6

Total liabilities
215.0

 
540.5

 
 
 
 
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 262,073,000 shares in 2013 and 260,655,000 in 2014
52.4

 
52.1

Additional capital in excess of par value
894.6

 
760.3

Retained earnings
3,682.8

 
4,249.1

Accumulated other comprehensive income
188.3

 
166.0

Total stockholders’ equity
4,818.1

 
5,227.5

Total liabilities and stockholders’ equity
$
5,033.1

 
$
5,768.0


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



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per-share amounts)
 
 
Three months ended
 
Nine months ended
 
9/30/2013
 
9/30/2014
 
9/30/2013
 
9/30/2014
Revenues
 
 
 
 
 
 
 
Investment advisory fees
$
768.3

 
$
890.7

 
$
2,210.9

 
$
2,572.4

Administrative fees
85.4

 
92.7

 
258.1

 
280.8

Distribution and servicing fees
30.5

 
37.4

 
84.8

 
106.5

Net revenue of savings bank subsidiary
.2

 

 
.6

 

Net revenues
884.4

 
1,020.8

 
2,554.4

 
2,959.7

 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
Compensation and related costs
291.3

 
346.4

 
858.7

 
991.7

Advertising and promotion
14.7

 
12.7

 
58.9

 
49.9

Distribution and servicing costs
30.5

 
37.4

 
84.8

 
106.5

Depreciation and amortization of property and equipment
22.1

 
28.3

 
65.5

 
83.4

Occupancy and facility costs
32.9

 
35.9

 
101.0

 
107.3

Other operating expenses
67.0

 
71.4

 
188.2

 
210.0

Total operating expenses
458.5

 
532.1

 
1,357.1

 
1,548.8

 
 
 
 
 
 
 
 
Net operating income
425.9

 
488.7

 
1,197.3

 
1,410.9

 
 
 
 
 
 
 
 
Non-operating investment income
11.6

 
5.2

 
31.3

 
73.4

 
 
 
 
 
 
 
 
Income before income taxes
437.5

 
493.9

 
1,228.6

 
1,484.3

Provision for income taxes
167.2

 
190.3

 
468.6

 
570.6

Net income
$
270.3

 
$
303.6

 
$
760.0

 
$
913.7

 
 
 
 
 
 
 
 
Earnings per share on common stock
 
 
 
 
 
 
 
Basic
$
1.03

 
$
1.15

 
$
2.92

 
$
3.47

Diluted
$
1.00

 
$
1.12

 
$
2.83

 
$
3.37

 
 
 
 
 
 
 
 
Dividends declared per share
$
.38

 
$
.44

 
$
1.14

 
$
1.32



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



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
 
 
Three months ended
 
Nine months ended
 
9/30/2013
 
9/30/2014
 
9/30/2013
 
9/30/2014
Net income
$
270.3

 
$
303.6

 
$
760.0

 
$
913.7

Other comprehensive income (loss)
 
 
 
 
 
 
 
Net unrealized holding gains (losses) on available-for-sale investments
62.5

 
(56.8
)
 
90.7

 
3.0

Reclassification adjustments related to net gains realized on dispositions recognized in non-operating investment income, determined using average cost

 
(.9
)
 
(11.5
)
 
(44.6
)
Total net unrealized holding gains (losses) recognized in other comprehensive income
62.5

 
(57.7
)
 
79.2

 
(41.6
)
Currency translation adjustments
(12.2
)
 
(2.5
)
 
(17.3
)
 
4.8

Other comprehensive income (loss) before income taxes
50.3

 
(60.2
)
 
61.9

 
(36.8
)
Deferred tax benefit (income taxes)
(19.8
)
 
23.3

 
(24.9
)
 
14.5

Total other comprehensive income (loss)
30.5

 
(36.9
)
 
37.0

 
(22.3
)
Total comprehensive income
$
300.8

 
$
266.7

 
$
797.0

 
$
891.4



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



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
 
 
Nine months ended
 
9/30/2013
 
9/30/2014
Cash flows from operating activities
 
 
 
Net income
$
760.0

 
$
913.7

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Depreciation and amortization of property and equipment
65.5

 
83.4

Stock-based compensation expense
81.3

 
95.9

Realized gains on dispositions of sponsored funds
(11.5
)
 
(44.6
)
Net gains recognized on other investments
(7.3
)
 
(9.0
)
Net change in trading securities held by consolidated sponsored investment portfolios
(25.7
)
 
(90.1
)
Other changes in assets and liabilities
296.0

 
266.8

Net cash provided by operating activities
1,158.3

 
1,216.1

 
 
 
 
Cash flows from investing activities
 
 
 
Investments in sponsored funds
(112.5
)
 
(445.8
)
Dispositions of sponsored funds
37.0

 
123.8

Investments in debt securities held by savings bank subsidiary
(26.8
)
 

Proceeds from debt securities held by savings bank subsidiary
36.0

 

Additions to property and equipment
(74.6
)
 
(82.6
)
Other investing activity
2.3

 
(11.1
)
Net cash used in investing activities
(138.6
)
 
(415.7
)
 
 
 
 
Cash flows from financing activities
 
 
 
Repurchases of common stock
(14.1
)
 
(283.7
)
Common share issuances under stock-based compensation plans
101.2

 
52.6

Excess tax benefits from stock-based compensation plans
26.3

 
24.4

Dividends
(297.1
)
 
(347.2
)
Change in savings bank subsidiary deposits
(21.8
)
 

Net cash used in financing activities
(205.5
)
 
(553.9
)
 
 
 
 
Cash and cash equivalents
 
 
 
Net change during period
814.2

 
246.5

At beginning of year
879.1

 
1,398.0

At end of period
$
1,693.3

 
$
1,644.5



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



UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(shares in thousands; dollars in millions)
 
 
Common
shares
outstanding
 
Common
stock
 
Additional
capital in
excess of
par value
 
Retained
earnings
 
Accumulated
other
comprehensive
income
 
Total
stockholders’
equity
Balances at December 31, 2013
262,073

 
$
52.4

 
$
894.6

 
$
3,682.8

 
$
188.3

 
$
4,818.1

Net income
 
 
 
 
 
 
913.7

 
 
 
913.7

Other comprehensive loss, net of tax
 
 
 
 
 
 
 
 
(22.3
)
 
(22.3
)
Dividends
 
 
 
 
 
 
(347.2
)
 
 
 
(347.2
)
Common stock-based compensation plans activity
 
 
 
 
 
 
 
 
 
 
 
Shares issued upon option exercises
1,839

 
.3

 
51.8

 
 
 
 
 
52.1

Restricted shares issued, net of shares withheld for taxes
762

 
.2

 
(.3
)
 
 
 
 
 
(.1
)
Shares issued upon vesting of restricted stock units, net of shares withheld for taxes
4

 

 
(.1
)
 
 
 
 
 
(.1
)
Forfeiture of restricted awards
(115
)
 

 

 
 
 
 
 

Net tax benefits
 
 
 
 
24.7

 
 
 
 
 
24.7

Stock-based compensation expense
 
 
 
 
95.9

 
 
 
 
 
95.9

Restricted stock units issued as dividend equivalents
 
 
 
 
.2

 
(.2
)
 
 
 

Common shares repurchased
(3,908
)
 
(.8
)
 
(306.5
)
 

 
 
 
(307.3
)
Balances at September 30, 2014
260,655

 
$
52.1

 
$
760.3

 
$
4,249.1

 
$
166.0

 
$
5,227.5



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



NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1
– THE COMPANY AND BASIS OF PREPARATION.

T. Rowe Price Group derives its consolidated revenues and net income primarily from investment advisory services that its subsidiaries provide to individual and institutional investors in the sponsored T. Rowe Price U.S. mutual funds and other investment portfolios, including separately managed accounts, subadvised funds, and other sponsored investment portfolios. We also provide our investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services; participant recordkeeping and transfer agent services for defined contribution retirement plans; brokerage; and trust services.

Investment advisory revenues depend largely on the total value and composition of assets under our management. Accordingly, fluctuations in financial markets and in the composition of assets under management impact our revenues and results of operations.

These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the use of estimates and reflect all adjustments that are, in the opinion of management, necessary to a fair statement of our results for the interim periods presented. All such adjustments are of a normal recurring nature. Actual results may vary from our estimates. Certain prior year items have been reclassified to conform to current year presentation.

The unaudited interim financial information contained in these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in our 2013 Annual Report.

NOTE 2
– INFORMATION ABOUT RECEIVABLES, REVENUES, AND SERVICES.

Accounts receivable from our sponsored mutual funds for advisory fees and advisory-related administrative services aggregate $221.9 million at December 31, 2013 , and $237.4 million at September 30, 2014 .

Revenues (in millions) from advisory services provided under agreements with our sponsored mutual funds and other investment clients include:
 
Three months ended
 
Nine months ended
 
9/30/2013
 
9/30/2014
 
9/30/2013
 
9/30/2014
Sponsored U.S. mutual funds
 
 
 
 
 
 
 
Stock and blended asset
$
452.0

 
$
537.8

 
$
1,276.3

 
$
1,549.8

Bond and money market
89.3

 
103.8

 
275.0

 
296.0

 
541.3

 
641.6

 
1,551.3

 
1,845.8

Other investment portfolios
 
 
 
 
 
 
 
Stock and blended asset
187.4

 
210.8

 
538.1

 
610.1

Bond, money market, and stable value
39.6

 
38.3

 
121.5

 
116.5

 
227.0

 
249.1

 
659.6

 
726.6

Total
$
768.3

 
$
890.7

 
$
2,210.9

 
$
2,572.4

 


Page 7



The following table summarizes the investment portfolios and assets under management (in billions) on which we earn advisory fees.
 
Average during
 
Average during
 
the third quarter of
 
the first nine months of
 
2013
 
2014
 
2013
 
2014
Sponsored U.S. mutual funds
 
 
 
 
 
 
 
Stock and blended asset
$
305.4

 
$
367.5

 
$
289.5

 
$
356.3

Bond and money market
90.8

 
104.2

 
91.8

 
100.6

 
396.2

 
471.7

 
381.3

 
456.9

Other investment portfolios
 
 
 
 
 
 
 
Stock and blended asset
182.5

 
205.7

 
177.3

 
200.2

Bond, money market, and stable value
57.6

 
62.1

 
62.3

 
62.3

 
240.1

 
267.8

 
239.6

 
262.5

Total
$
636.3

 
$
739.5

 
$
620.9

 
$
719.4

 
 
 
 
 
 
 
 
 
 
 
 
 
As of
 
 
 
 
 
12/31/2013
 
9/30/2014
Sponsored U.S. mutual funds
 
 
 
 
 
 
 
Stock and blended asset
 
 
 
 
$
341.7

 
$
362.0

Bond and money market
 
 
 
 
93.6

 
104.4

 
 
 
 
 
435.3

 
466.4

Other investment portfolios
 
 
 
 
 
 
 
Stock and blended asset
 
 
 
 
195.3

 
203.5

Bond, money market, and stable value
 
 
 
 
61.8

 
61.3

 
 
 
 
 
257.1

 
264.8

Total
 
 
 
 
$
692.4

 
$
731.2


Investors that we serve are primarily domiciled in the U.S.; investment advisory clients outside the U.S. account for 6.1% of our assets under management at September 30, 2014 .

The following table summarizes the other fees (in millions) earned from our sponsored U.S. mutual funds.
 
Three months ended
 
Nine months ended
 
9/30/2013
 
9/30/2014
 
9/30/2013
 
9/30/2014
Administrative fees
$
65.3

 
$
73.5

 
$
199.1

 
$
222.1

Distribution and servicing fees
$
30.5

 
$
37.4

 
$
84.8

 
$
106.5




Page 8



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

We make investments in our sponsored funds for general corporate investment purposes or to provide seed capital for newly formed funds. These sponsored funds (in millions) are voting interest entities and include:
 
Aggregate
cost
 
Unrealized holding
 
Aggregate
fair value
 
 
gains
 
losses
 
December 31, 2013
 
 
 
 
 
 
 
Stock and blended asset funds
$
354.7

 
$
302.5

 
$

 
$
657.2

Bond funds
904.0

 
53.6

 
(2.9
)
 
954.7

Total
$
1,258.7

 
$
356.1

 
$
(2.9
)
 
$
1,611.9

 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
Stock and blended asset funds
$
496.1

 
$
259.2

 
$
(.6
)
 
$
754.7

Bond funds
1,129.1

 
56.6

 
(3.7
)
 
1,182.0

Total
$
1,625.2

 
$
315.8

 
$
(4.3
)
 
$
1,936.7


The unrealized holding losses are attributable to six fund holdings with an aggregate fair value of $155.9 million at December 31, 2013 , and 11 fund holdings with an aggregate fair value of $322.7 million at September 30, 2014 . These unrealized losses are considered temporary.

NOTE 4
– OTHER INVESTMENTS.

These investments (in millions) include:
 
12/31/2013
 
9/30/2014
Cost method investments
 
 
 
10% interest in Daiwa SB Investments Ltd. (Japan)
$
6.6

 
$
3.0

Other investments
53.5

 
60.1

Equity method investments
 
 
 
26% interest in UTI Asset Management Company Limited (India)
122.6

 
134.7

Sponsored fund investments
104.1

 
129.4

Other investments
4.8

 
5.4

Investments held as trading
 
 
 
Sponsored fund investments
8.5

 
10.5

Securities held by consolidated sponsored investment portfolios
12.5

 
73.9

U.S. Treasury note
1.0

 
1.0

Total
$
313.6

 
$
418.0


The securities held by consolidated sponsored investment portfolios, sponsored fund investments held as trading, and the sponsored fund investments treated as equity method investments relate to investment portfolios in which we provided initial seed capital at the time of its formation. We have determined at December 31, 2013 and September 30, 2014 , that these investment portfolios are voting interest entities and, as a result, have consolidated those sponsored portfolios in which we own a majority of the voting interest.

During the third quarter of 2014, we deconsolidated certain sponsored investment portfolios, in which we provided initial seed capital at the time of its formation, as we no longer had a controlling financial interest. Accordingly, we deconsolidated the carrying value of the investments held as trading, which was $25.5 million at the deconsolidation dates, and are reporting our residual interest in these sponsored investment portfolios as an equity method investment. Since our consolidated investment portfolios were carried at fair value, we did not recognize any gain or loss in our condensed consolidated statement of income upon deconsolidation. The impact of the deconsolidation on our condensed consolidated balance sheet was immaterial.




Page 9



NOTE 5
– FAIR VALUE MEASUREMENTS.

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

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

These levels are not necessarily an indication of the risk or liquidity associated with our investments. There have been no material transfers between the levels. The following table summarizes our investments (in millions) that are recognized in our condensed consolidated balance sheets using fair value measurements determined based on the differing levels of inputs.
 
Level 1
 
Level 2
December 31, 2013
 
 
 
Cash equivalents
$
1,288.1

 
$

Investments in sponsored funds - available-for-sale
1,611.9

 

Investments held as trading
21.0

 

Total
$
2,921.0

 
$

 
 
 
 
September 30, 2014
 
 
 
Cash equivalents
$
1,424.9

 
$

Investments in sponsored funds - available-for-sale
1,936.7

 

Investments held as trading
29.4

 
55.0

Total
$
3,391.0

 
$
55.0


NOTE 6
– COMMON STOCK REPURCHASES.

At September 30, 2014 , a liability of $23.6 million is included in accounts payable and accrued expenses for common stock repurchases that settled the first week of October.

NOTE 7
– STOCK-BASED COMPENSATION.

STOCK OPTIONS.

The following table summarizes the status of and changes in our stock option grants during the first nine months of 2014 .
 
 
Options
 
Weighted-
average
exercise
price
Outstanding at January 1, 2014
31,574,958

 
$
52.18

Semiannual grants
3,506,465

 
$
80.15

New hire grants
37,250

 
$
80.04

Non-employee director grants
8,400

 
$
81.80

Exercised
(2,535,645
)
 
$
43.01

Forfeited
(436,613
)
 
$
61.12

Expired
(946
)
 
$
52.62

Outstanding at September 30, 2014
32,153,869

 
$
55.87

Exercisable at September 30, 2014
16,752,105

 
$
48.17

 


Page 10



RESTRICTED SHARES AND STOCK UNITS.

The following table summarizes the status of and changes in our nonvested restricted shares and restricted stock units during the first nine months of 2014 .
 
 
Restricted
shares
 
Restricted
stock
units
 
Weighted-average
fair value
Nonvested at December 31, 2013
1,877,086

 
823,593

 
$
67.21

Granted to employees and non-employee directors - time-based
751,635

 
370,020

 
$
80.16

Granted to employees - performance-based
12,000

 
67,200

 
$
80.14

Vested
(15,917
)
 
(16,903
)
 
$
69.61

Forfeited
(115,367
)
 
(24,377
)
 
$
69.20

Nonvested at September 30, 2014
2,509,437

 
1,219,533

 
$
71.29


The nonvested at September 30, 2014 , includes 55,200 performance-based restricted shares and 186,150 performance-based restricted stock units. These performance-based restricted shares and units include 43,200 restricted shares and 118,950 restricted stock units for which the performance period has lapsed and the performance threshold has been met.

FUTURE STOCK-BASED COMPENSATION EXPENSE.

The following table presents the compensation expense (in millions) to be recognized over the remaining vesting periods of the stock-based awards outstanding at September 30, 2014 . Estimated future compensation expense will change to reflect future option grants; future awards of unrestricted shares, restricted shares, and restricted stock units; changes in estimated forfeitures; changes in the probability of performance thresholds being met; and adjustments for actual forfeitures.
 
Fourth quarter 2014
$
37.1

2015
110.4

2016 through 2019
115.8

Total
$
263.3


NOTE 8
– EARNINGS PER SHARE CALCULATIONS.

The following table presents the reconciliation (in millions) of our net income to net income allocated to our common stockholders and the weighted-average shares (in millions) that are used in calculating the basic and diluted earnings per share on our common stock. Weighted-average common shares outstanding assuming dilution reflects the potential dilution, determined using the treasury stock method, that could occur if outstanding stock options were exercised and non-participating stock awards vested.
 
Three months ended
 
Nine months ended
 
9/30/2013
 
9/30/2014
 
9/30/2013
 
9/30/2014
Net income
$
270.3

 
$
303.6

 
$
760.0

 
$
913.7

Less: net income allocated to outstanding restricted stock and stock unit holders
(2.6
)
 
(3.8
)
 
(6.4
)
 
(10.5
)
Net income allocated to common stockholders
$
267.7

 
$
299.8

 
$
753.6

 
$
903.2

 
 
 
 
 
 
 
 
Weighted-average common shares
 
 
 
 
 
 
 
Outstanding
258.7

 
259.7

 
257.9

 
260.2

Outstanding assuming dilution
266.5

 
267.4

 
265.9

 
268.2




Page 11



The following table shows the weighted-average outstanding stock options (in millions) that are excluded from the calculation of diluted earnings per common share as the inclusion of such shares would be anti-dilutive.
 
Three months ended
 
Nine months ended
 
9/30/2013
 
9/30/2014
 
9/30/2013
 
9/30/2014
Weighted-average outstanding stock options excluded
2.7

 
3.9

 
2.9

 
3.7


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

The following table presents the impact of the components (in millions) of other comprehensive income or loss on deferred tax benefits (income taxes).
 
Three months ended
 
Nine months ended
 
9/30/2013
 
9/30/2014
 
9/30/2013
 
9/30/2014
Deferred tax benefit (income taxes) on:
 
 
 
 
 
 
 
Net unrealized holding gains or losses
$
(24.1
)
 
$
22.2

 
$
(35.5
)
 
$
(1.1
)
Reclassification adjustment recognized in the provision for income taxes related to net gains realized on dispositions

 
.3

 
4.5

 
17.3

Deferred tax benefit (income taxes) on net unrealized holding gains or losses
(24.1
)
 
22.5

 
(31.0
)
 
16.2

Deferred tax benefit (income taxes) on currency translation adjustments
4.3

 
.8

 
6.1

 
(1.7
)
Total net deferred tax benefit (income taxes)
$
(19.8
)
 
$
23.3

 
$
(24.9
)
 
$
14.5

The changes (in millions) in each component of accumulated other comprehensive income, including reclassification adjustments for the first nine months of 2014 are presented in the table below.
 
Net unrealized holding gains
 
 
 
 
 
Investments in sponsored funds
 
Equity share of UTI’s net unrealized holding gains
 
Total net unrealized holding gains
 
Currency translation adjustments
 
Total
Balances at December 31, 2013
$
215.9

 
$
.4

 
$
216.3

 
$
(28.0
)
 
$
188.3

Other comprehensive income before reclassifications and income taxes
2.8

 
.2

 
3.0

 
4.8

 
7.8

Reclassification adjustments related to net gains realized on dispositions recognized in non-operating investment income, determined using average cost
(44.6
)
 

 
(44.6
)
 

 
(44.6
)
 
(41.8
)
 
.2

 
(41.6
)
 
4.8

 
(36.8
)
Deferred tax benefits (income taxes)
16.3

 
(.1
)
 
16.2

 
(1.7
)
 
14.5

Other comprehensive income (loss)
(25.5
)
 
.1

 
(25.4
)
 
3.1

 
(22.3
)
Balances at September 30, 2014
$
190.4

 
$
.5

 
$
190.9

 
$
(24.9
)
 
$
166.0





Page 12



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
T. Rowe Price Group, Inc.:

We have reviewed the condensed consolidated balance sheet of T. Rowe Price Group, Inc. and subsidiaries (“the Company”) as of September 30, 2014 , the related condensed consolidated statements of income and comprehensive income for the three- and nine- month periods ended September 30, 2014 and 2013 , the related condensed consolidated statements of cash flows for the nine -month periods ended September 30, 2014 and 2013 , and the related condensed consolidated statement of stockholders’ equity for the nine -month period ended September 30, 2014 . These condensed consolidated financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of T. Rowe Price Group, Inc. and subsidiaries as of December 31, 2013 , and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 4, 2014 , we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2013 , is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/ s / KPMG LLP
Baltimore, Maryland
October 23, 2014
 


Page 13



Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

GENERAL.

Our revenues and net income are derived primarily from investment advisory services provided to individual and institutional investors in our sponsored U.S. mutual funds and other investment portfolios. The other investment portfolios include separately managed accounts, subadvised funds, and other sponsored investment portfolios including collective investment trusts, target-date retirement trusts, Luxembourg-based funds offered to investors outside the U.S., and portfolios offered through variable annuity life insurance plans. Investment advisory clients domiciled outside the U.S. account for 6.1% of our assets under management at September 30, 2014 .

We manage a broad range of U.S., international and global stock, bond, and money market mutual funds and other investment portfolios, which meet the varied needs and objectives of individual and institutional investors. Investment advisory revenues depend largely on the total value and composition of assets under our management. Accordingly, fluctuations in financial markets and in the composition of assets under management affect our revenues and results of operations.

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

BACKGROUND.

U.S. stocks were mixed in the third quarter. Despite ongoing unrest in the Middle East and Ukraine and the Fed’s tapering of its asset purchases, major large-cap indexes continued grinding their way to new all-time highs for most of the period. Their advance was supported by generally favorable U.S. economic data and corporate fundamentals, as well as new stimulus measures from central banks in the eurozone and China. Falling long-term U.S. interest rates for much of the quarter also helped. Mid-cap and small-cap shares stumbled, however, amid concerns about valuations and risks following several years of robust returns.

Stocks in developed non-U.S. markets produced negative returns in U.S. dollar terms, in part because of a significantly stronger dollar. Equities in Europe fared worse than stocks in Asia, as the eurozone economic recovery faltered and some countries slipped back into recession. Equities in developing markets declined but outperformed most developed non-U.S. markets. All major emerging regions fell, but Asian markets held up fairly well.

Returns of several major equity market indexes for the three- and nine-month periods ended September 30, 2014 , are as follows:
 
 
Three months ended
 
Nine months ended
Index
 
9/30/2014
 
9/30/2014
S&P 500 Index
 
1.1%
 
8.3%
NASDAQ Composite Index (1)
 
1.9%
 
7.6%
Russell 2000 Index
 
(7.4)%
 
(4.4)%
MSCI EAFE (Europe, Australasia, and Far East) Index
 
(5.8)%
 
(1.0)%
MSCI Emerging Markets Index
 
(3.4)%
 
2.8%
  (1) returns exclude dividends

Global and higher-risk bonds generally declined in the third quarter. In the U.S., long-term Treasuries performed well as long-term interest rates declined to their lowest levels in more than a year before rebounding in September. The yield on the benchmark 10-year Treasury note, which was 2.5% at the end of June, slipped to nearly 2.3% near the end of August but rose to 2.5% by the end of September. Municipal bonds also did well amid limited new issuance and strong demand. Other investment-grade bond segments were mostly flat. High yield bonds declined and underperformed investment-grade issues, as credit spreads widened in response to risk aversion and weaker demand.



Page 14



Bonds in developed non-U.S. markets declined in dollar terms as the U.S. dollar strengthened versus other currencies. Emerging markets bonds declined but held up somewhat better than bonds in developed markets. Bonds denominated in local currencies fared worse than dollar-denominated emerging markets debt.

Returns for several major bond market indexes for the three- and nine-month periods ended September 30, 2014 , are as follows:
 
 
 
Three months ended
 
Nine months ended
Index
 
9/30/2014
 
9/30/2014
Barclays U.S. Aggregate Bond Index
 
0.2%
 
4.1%
Credit Suisse High Yield Index
 
(1.9)%
 
3.5%
Barclays Municipal Bond Index
 
1.5%
 
7.6%
Barclays Global Aggregate Ex-U.S. Dollar Bond Index
 
(5.4)%
 
(0.1)%
JPMorgan Emerging Markets Bond Index Plus
 
(2.1)%
 
7.2%
 

ASSETS UNDER MANAGEMENT.

Assets under management (in billions) as of December 31, 2013 and September 30, 2014 , are presented by investment portfolio and investment objective in the following table.
 
As of
 
12/31/2013
 
9/30/2014
Sponsored U.S. mutual funds
$
435.3

 
$
466.4

Other investment portfolios
257.1

 
264.8

Total
$
692.4

 
$
731.2

 
 
 
 
 
As of
 
12/31/2013
 
9/30/2014
Stock and blended asset portfolios
$
537.0

 
$
565.5

Fixed income portfolios
155.4

 
165.7

Total
$
692.4

 
$
731.2


The following table details the changes in our assets under management (in billions) and the amount of our net cash flows (in billions) that were sourced from our target-date retirement funds during the first nine months of 2014 .
 
Quarter ended 3/31/2014
 
Quarter ended 6/30/2014
 
Quarter ended 9/30/2014
 
Nine months ended 9/30/2014
Assets under management at beginning of period
$
692.4

 
$
711.4

 
$
738.4

 
$
692.4

Net cash flows
 
 
 
 
 
 
 
Sponsored U.S. mutual funds
8.4

 
3.6

 
1.1

 
13.1

Other investment portfolios
.4

 
(3.8
)
 
(.9
)
 
(4.3
)
 
8.8

 
(.2
)
 
.2

 
8.8

Market valuation changes and income
10.2

 
27.2

 
(7.4
)
 
30.0

Change during the period
19.0

 
27.0

 
(7.2
)
 
38.8

Assets under management at end of period
$
711.4

 
$
738.4

 
$
731.2

 
$
731.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash flows sourced from target-date retirement portfolios
$
6.0

 
$
5.2

 
$
3.7

 
$
14.9

 
 
 
 
 
 
 
 



Page 15



The target-date retirement portfolios invest in a broadly diversified portfolio of other Price funds or Price collective investment trusts, and automatically rebalance to maintain their specific asset allocation weightings. Assets under management in these retirement portfolios at September 30, 2014 , totaled $142.4 billion , including $122.5 billion in target-date retirement funds and $19.9 billion in target-date retirement trusts.

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

RESULTS OF OPERATIONS.

Third quarter of 2014 versus third quarter of 2013 .

 
 
Three months ended
 
 
 
 
 
 
9/30/2014
 
9/30/2013
 
Dollar Change
 
Percent Change
(in millions, except per-share data)
 
 
 
 
 
 
 
 
Investment advisory fees
 
$
890.7

 
$
768.3

 
$
122.4

 
15.9
 %
Net revenues
 
$
1,020.8

 
$
884.4

 
$
136.4

 
15.4
 %
Operating expenses
 
$
532.1

 
$
458.5

 
$
73.6

 
16.1
 %
Net operating income
 
$
488.7

 
$
425.9

 
$
62.8

 
14.7
 %
Non-operating investment income
 
$
5.2

 
$
11.6

 
$
(6.4
)
 
(55.2
)%
Net income
 
$
303.6

 
$
270.3

 
$
33.3

 
12.3
 %
 
 
 
 
 
 
 
 
 
Diluted earnings per share on common stock
 
$
1.12

 
$
1.00

 
$
.12

 
12.0
 %

Investment advisory fees earned in the third quarter of 2014 are up over the comparable 2013 quarter as average assets under our management increased $103.2 billion , or 16.2% , to $739.5 billion . The average annualized effective fee rate earned on our assets under management during the third quarter of 2014 was 47.8 basis points , which is virtually unchanged from the 47.9 basis points earned during the third quarter of 2013 and 47.7 basis points earned during the full year 2013. We voluntarily waived $14.6 million in money market related fees, including advisory fees and fund expenses, in the third quarter of 2014 , in order to maintain a positive yield for fund investors. The fee waivers in the third quarter of 2014 were up $.7 million from the comparable 2013 quarter and represent about 2% of total investment advisory fees earned during the third quarter of 2014 . Fees were waived from each of our money market mutual funds and trusts, which have combined net assets of $16.3 billion at September 30, 2014 . We expect that these fee waivers will continue for the remainder of 2014 and into 2015 .

Our operating margin in the third quarter of 2014 was 47.9% , a slight decline compared to 48.2% in the 2013 quarter, as we continue to make investments to broaden and deepen our investment and distribution capabilities around the world.

Net revenues

Investment advisory revenues earned from the T. Rowe Price mutual funds distributed in the U.S. were $641.6 million , an increase of $100.3 million , or 18.5% , on higher average assets under management. Average mutual fund assets under management in the third quarter of 2014 were $471.7 billion , an increase of 19.1% from the average in the third quarter of 2013 .

Mutual fund assets at September 30, 2014 , were $466.4 billion , down $4.5 billion from the end of June 2014. Net cash inflows into the mutual funds were $1.1 billion during the third quarter of 2014 as net inflows into the bond funds of $1.9 billion were offset in part by net outflows of $.7 billion from the stock and blended asset funds and $.1 billion from the money market funds. These cash flow amounts for the third quarter of 2014 include $3.4 billion that originated in our target-date retirement funds. Decreases in market valuations, net of income, lowered our mutual fund assets under management by $5.6 billion during the third quarter of 2014 .

Investment advisory revenues earned in the third quarter of 2014 from our other investment portfolios were $249.1 million , an increase of $22.1 million from the comparable 2013 quarter. Average assets under management in the third quarter of 2014 were $267.8 billion , an increase of $27.7 billion , or 11.5% , from the average in the third quarter of 2013 . Assets under


Page 16



management in these portfolios at September 30, 2014 , were $264.8 billion , down $2.7 billion from the end of June 2014, as market depreciation, net of income, of $1.8 billion and net cash outflows of $.9 billion reduced assets under management during the 2014 quarter. These net cash outflows were primarily concentrated among a small number of institutional investors who redeemed from both equity and fixed income mandates. Investors domiciled outside the United States accounted for 6.1% of the firm's assets under management at September 30, 2014 .

Administrative fee revenues increased $7.3 million to $92.7 million in the third quarter of 2014 . The increase is primarily attributable to increased costs incurred to provide transfer agent servicing activities to the mutual funds and their investors. Changes in administrative fee revenues are generally offset by similar changes in related operating expenses that are incurred to provide services to the funds and their shareholders.

Distribution and servicing fee revenues earned from 12b-1 plans of the Advisor, R, and variable annuity II class shares of our sponsored funds and portfolios increased $6.9 million from the third quarter of 2013 on greater average assets under management in these share classes. The 12b-1 fees earned are offset entirely by the costs paid to third-party intermediaries who source these assets. These costs are reported as distribution and servicing costs in the condensed consolidated statements of income.

Operating expenses

Compensation and related costs were $346.4 million in the third quarter of 2014 , an increase of $55.1 million , or 18.9% , compared to the third quarter of 2013 . The largest part of the change is attributable to a $22.6 million increase in the interim accrual for our annual variable compensation programs and $19.0 million in higher base salaries and related benefits, which result from a modest increase in salaries at the beginning of 2014 combined with a 4.9% increase in our average staff size from the third quarter of 2013 . The balance of the change from the 2013 quarter is attributable to an increase in temporary personnel to support our continued investment in our capabilities, an increase in non-cash stock-based compensation expense, and higher other employee-related costs. At September 30, 2014 , we employed 5,824 associates.

Advertising and promotion costs were $12.7 million in the third quarter of 2014 , a decrease of $2.0 million from the comparable 2013 period. The decrease in cost is primarily a result of repurposing this spending to other distribution activities. As such, we expect total advertising and promotion costs for 2014 to be about 10% lower than such costs in 2013 .

Occupancy and facility costs, together with depreciation and amortization expense, were $64.2 million in the third quarter of 2014 , up $9.2 million compared to the third quarter of 2013 . About a third of the increase is attributable to the opening of two new buildings at our Owings Mills, Maryland campus in the fourth quarter of 2013. The increase also includes the added costs to renovate certain existing facilities, as well as update and enhance technology capabilities, including related maintenance programs.

Other operating expenses in the third quarter of 2014 were up $4.4 million from the comparable 2013 quarter, as increased business demands and our continued investment in our operating capabilities have increased costs. These higher costs in the third quarter of 2014 include those related to our defined contribution recordkeeping business and travel costs.

Non-operating investment income

Net non-operating investment income, which includes the recognition of investment gains and losses, in the third quarter of 2014 decreased $6.4 million from the 2013 quarter to $5.2 million . The decrease is primarily due to lower market valuations which resulted in net investment losses to be recognized on certain of the firm's other investments in the third quarter of 2014 compared with net investment gains in the 2013 quarter.

Provision for income taxes

The effective tax rate for the third quarter of 2014 was 38.5% , and we currently estimate that our effective tax rate for the full-year 2014 will be about 38.4% . Our effective income tax rate reflects the relative contribution of pre-tax income generated by our non-U.S. subsidiaries that are subject to tax rates that are lower than our U.S. rates. Changes in the relative contribution of pre-tax income from U.S. and non-U.S. sources or changes in tax rates in the U.S. or relevant non-U.S. jurisdictions may affect our effective income tax rate and overall net income in the future.



Page 17



First nine months of 2014 versus first nine months of 2013 .

 
 
Nine months ended
 
 
 
 
 
 
9/30/2014
 
9/30/2013
 
Dollar Change
 
Percent Change
(in millions, except per-share data)
 
 
 
 
 
 
 
 
Investment advisory fees
 
$
2,572.4

 
$
2,210.9

 
$
361.5

 
16.4
%
Net revenues
 
$
2,959.7

 
$
2,554.4

 
$
405.3

 
15.9
%
Operating expenses
 
$
1,548.8

 
$
1,357.1

 
$
191.7

 
14.1
%
Net operating income
 
$
1,410.9

 
$
1,197.3

 
$
213.6

 
17.8
%
Non-operating investment income
 
$
73.4

 
$
31.3

 
$
42.1

 
134.5
%
Net income
 
$
913.7

 
$
760.0

 
$
153.7

 
20.2
%
 
 
 
 
 
 
 
 
 
Diluted earnings per share on common stock
 
$
3.37

 
$
2.83

 
$
.54

 
19.1
%

Investment advisory revenues earned in the first nine months of 2014 increased over the comparable 2013 period, as average assets under our management increased $98.5 billion , or 15.9% , to $719.4 billion . The average annualized fee rate earned on our assets under management was 47.8 basis points in the first nine months of 2014 , up from the 47.6 basis points earned in the first nine months of 2013 . We waived $43.9 million in money market related fees, including advisory fees and fund expenses, in the first nine months of 2014 , an increase of $7.1 million from the $36.8 million waived in the 2013 period. The fee waivers in the first nine months of 2014 represent about 2% of our total investment advisory revenues earned during the same period.

Greater average assets under management and the higher annualized fee rate have increased our investment advisory revenues and helped lift our operating margin in the first nine months of 2014 to 47.7% compared to 46.9% in the 2013 period. Non-operating investment income for the first nine months of 2014 includes higher gains of $33.1 million realized from the sale of certain of our sponsored fund holdings. The proceeds were used to provide additional seed capital to other sponsored funds in support of our distribution efforts outside the U.S.

Net revenues

Investment advisory revenues earned from the T. Rowe Price mutual funds distributed in the U.S. increased 19.0% , or $294.5 million , to $1.8 billion , on higher average mutual fund assets. Average mutual fund assets in the first nine months of 2014 were $456.9 billion , an increase of 19.8% from the average for the comparable 2013 period.

Mutual fund assets were $466.4 billion at September 30, 2014 , an increase of $31.1 billion from $435.3 billion at the end of 2013 . Investors added net cash inflows during the first nine months of 2014 of $13.1 billion , including $7.9 billion into our bond funds and $5.2 billion into our stock and blended asset funds. These cash flow amounts for the first nine months of 2014 include $12.1 billion that originated in our target-date retirement funds. Higher market appreciation and income in the first nine months of 2014 increased our mutual fund assets under management by $18.0 billion .

Investment advisory revenues earned on the other investment portfolios for the first nine months of 2014 were $726.6 million , an increase of $67.0 million , or 10.2% , from the $659.6 million earned in the comparable 2013 period. Average assets in these portfolios were $262.5 billion during the first nine months of 2014 , up $22.9 billion from the comparable 2013 period. Assets under management in our other investments portfolios increased $7.7 billion from the end of 2013 to $264.8 billion at September 30, 2014 . Market appreciation and income of $12.0 billion was offset in part by net outflows of $4.3 billion during the first nine months of 2014 . These net cash outflows were primarily concentrated among a few subadvisory and international institutional clients and came from both fixed income and equity mandates.

Administrative fee revenues increase d $22.7 million to $280.8 million in the first nine months of 2014 . The increase is primarily attributable to the increased costs incurred to provide transfer agent servicing activities to the mutual funds and their investors. As noted above, changes in administrative fee revenues are generally offset by similar changes in related operating expenses that are incurred to provide services to the funds and their investors.

Distribution and servicing fee revenues earned from 12b-1 plans of the Advisor, R, and variable annuity II class shares of our sponsored portfolios were $106.5 million in the first nine months of 2014 , an increase of $21.7 million from the comparable 2013 period on greater average assets under management in these share classes. The 12b-1 fees earned are offset entirely by the


Page 18



costs paid to third-party intermediaries who source these assets. These costs are reported as distribution and servicing costs in the condensed consolidated income statements.

Operating expenses

Compensation and related costs were $991.7 million in the first nine months of 2014 , an increase of $133.0 million , or 15.5% , compared to the 2013 period. The largest part of the increase is attributable to a $47.2 million increase in our interim accrual for our annual variable compensation program and a $44.9 million increase in salaries and related benefits. Our average staff size has increased 5.1% from the first nine months of 2013 . Higher temporary staff expenses, non-cash stock-based compensation expense, and other employee costs account for the remainder of the increase in compensation and related costs in the 2014 period.

Advertising and promotion costs were $49.9 million in the first nine months of 2014 , a decrease of $9.0 million from the comparable 2013 period. The decrease in cost is primarily a result of repurposing this spending to other distribution activities.

Occupancy and facility costs, together with depreciation expense, increased $24.2 million , or 14.5% , compared to the first nine months of 2013 . Nearly half of the increase is attributable to the opening of two new buildings at our Owings Mills, Maryland campus in the fourth quarter of 2013. The increase also includes the added costs to renovate certain existing facilities, as well as update and enhance technology capabilities, including related maintenance programs. These increases were offset by the non-recurrence of $3.5 million in costs incurred in the first nine months of 2013 to terminate certain facility leases.

Other operating expenses were $210.0 million in the first nine months of 2014 , an increase of $21.8 million from the comparable 2013 period as increased business demands and our continued investment in capabilities have increased costs. These costs include costs related to our defined contribution recordkeeping business, information and third-party service costs, travel costs, and consulting and professional fees.

Non-operating investment income

Our non-operating investment income, which includes the recognition of investment gains and losses, was up $42.1 million from the first nine months of 2013 . The increase is primarily due to the 2014 results including $44.6 million in gains realized on the sale of certain sponsored fund holdings compared with $11.5 million in gains realized in the comparable 2013 period. The balance of the increase is primarily a result of higher dividends earned on our sponsored investment portfolios and higher earnings recognized from our investment in UTI during the first nine months of 2014 .

CAPITAL RESOURCES AND LIQUIDITY.

Operating activities during the first nine months of 2014 provided cash flows of $1,216.1 million , up $57.8 million from the 2013 period. Higher net income, non-cash depreciation and amortization, and non-cash stock-based compensation in the 2014 period increased cash flows by $153.7 million , $17.9 million , and $14.6 million , respectively, over the 2013 year-to-date period. These increases were offset by $64.4 million in more cash used in the first nine months of 2014 to seed new sponsored investment portfolios that we are consolidating and treating their underlying investment holdings as trading securities. Our operating cash flows in the first nine months of 2014 were also adjusted for $33.1 million in higher gains realized from the sale of certain available-for-sale sponsored fund investments as the related proceeds are reflected as an investing activity in our condensed consolidated statements of cash flows. Timing differences on the cash settlement of our assets and liabilities decreased our operating cash flows by $29.2 million compared to the 2013 period. Our interim operating cash flows do not include the cash impact of variable compensation that is accrued throughout the year before being substantially paid out in December.

Net cash used in investing activities totaled $415.7 million in the first nine months of 2014 , an increase of $277.1 million from the comparable 2013 period, including an additional $246.5 million of net investments made into our sponsored funds. We also increased our property and equipment additions and other net investing activity by $8.0 million and $13.4 million , respectively, during the first nine months of 2014 compared to the 2013 period. The first nine months of 2013 also included $9.2 million in net cash proceeds received from the debt securities held by our savings bank subsidiary, an entity that was sold in the fourth quarter of 2013 .

Net cash used in financing activities was $553.9 million in the first nine months of 2014 , up $348.4 million from the comparable 2013 period. We increased our common stock repurchases by almost $270 million through the first nine months of 2014 compared with the 2013 period. Our cash outflow for dividends paid in 2014 increased $50.1 million due primarily to the 16% increase in our quarterly per-share dividend. The remaining increase in net cash used in financing activities is primarily


Page 19



due to a $48.6 million decrease in proceeds received from option exercises, as the number of options exercised during the first nine months of 2014 declined by about 1.5 million compared to the 2013 period.

Our cash and sponsored investment holdings at September 30, 2014 , were $3.6 billion , and we have no debt. We anticipate property and equipment expenditures for the full year 2014 to be about $130 million and expect to fund them from our operating resources. We generally repurchase shares of our common stock over time to offset the dilution created by our equity-based compensation plans. Given the availability of our financial resources, we do not maintain an available external source of liquidity.

NEW ACCOUNTING STANDARDS.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 - Revenue from Contracts with Customers. The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that will be applied to determine the measurement of revenue and timing of when it is recognized. We are required to adopt the new standard on January 1, 2017. We are currently evaluating the impact this standard will have on our financial position and results of operations.

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

FORWARD-LOOKING INFORMATION.

From time to time, information or statements provided by or on behalf of T. Rowe Price, including those within this report, may contain certain forward-looking information, including information or anticipated information relating to: our revenues, net income and earnings per share on common stock; changes in the amount and composition of our assets under management; our expense levels; our estimated effective income tax rate; and our expectations regarding financial markets, future transactions, dividends, investments, capital expenditures, and other conditions. Readers are cautioned that any forward-looking information provided by or on behalf of T. Rowe Price is not a guarantee of future performance. Actual results may differ materially from those in forward-looking information because of various factors including, but not limited to, those discussed below and in Item 1A, Risk Factors, of our Form 10-K Annual Report for 2013 . Further, forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events.

Our future revenues and results of operations will fluctuate primarily due to changes in the total value and composition of assets under our management. Such changes result from many factors including, among other things: cash inflows and outflows in the T. Rowe Price U.S. mutual funds (Price funds) and other managed investment portfolios; fluctuations in global financial markets that result in appreciation or depreciation of the assets under our management; our introduction of new mutual funds and investment portfolios; and changes in retirement savings trends relative to participant-directed investments and defined contribution plans. The ability to attract and retain investors’ assets under our management is dependent on investor sentiment and confidence; the relative investment performance of the Price funds and other managed investment portfolios as compared to competing offerings and market indexes; the ability to maintain our investment management and administrative fees at appropriate levels; competitive conditions in the mutual fund, asset management, and broader financial services sectors; and our level of success in implementing our strategy to expand our business. Our revenues are substantially dependent on fees earned under contracts with the Price funds and could be adversely affected if the independent directors of one or more of the Price funds terminated or significantly altered the terms of the investment management or related administrative services agreements. Non-operating investment income will also fluctuate primarily due to the size of our investments, changes in their market valuations, and any other-than-temporary impairments that may arise, or in the case of our equity method investments, our proportionate share of the investee’s net income.

Our future results are also dependent upon the level of our expenses, which are subject to fluctuation for the following or other reasons: changes in the level of our advertising expenses in response to market conditions, including our efforts to expand our investment advisory business to investors outside the U.S. and to further penetrate our distribution channels within the U.S.; variations in the level of total compensation expense due to, among other things, bonuses, stock option grants and other equity grants, other incentive awards, changes in our employee count and mix, and competitive factors; any goodwill or other asset impairment that may arise; fluctuation in foreign currency exchange rates applicable to our investment in and the costs of our international operations; expenses and capital costs, such as technology assets, depreciation, amortization, and research and development, incurred to maintain and enhance our administrative and operating services infrastructure; unanticipated costs


Page 20



that may be incurred to protect investor accounts and the goodwill of our clients; and disruptions of services, including those provided by third parties, such as facilities, communications, power, and the mutual fund transfer agent and accounting systems.

Our business is also subject to substantial governmental regulation, and changes in legal, regulatory, accounting, tax, and compliance requirements may have a substantial effect on our operations and results, including but not limited to effects on costs that we incur and effects on investor interest in mutual funds and investing in general, or in particular classes of mutual funds or other investments.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk.

There has been no material change in the information provided in Item 7A of the Form 10-K Annual Report for 2013 .

Item 4.
Controls and Procedures.

Our management, including our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2014 . Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures as of September 30, 2014 , are effective at the reasonable assurance level to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, including this Form 10-Q quarterly report, is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive and principal financial officers, has evaluated any change in our internal control over financial reporting that occurred during the third quarter of 2014 , and has concluded that there was no change during the third quarter of 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Page 21


PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings.

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

Item 1A.
Risk Factors.

With the exception to the update provided below related to our legal and regulatory risk factors, there have been no material changes in the information provided in Item 1A of our Form 10-K Annual Report for 2013 .

On July 23, 2014, the Securities and Exchange Commission (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 will take effect over the next two years and 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. However, we do not believe that these reforms, once effective, will have a material impact on our business.

We are subject to various laws and regulations in the jurisdictions where we operate outside the U.S., including pan-European Directives, such as the Alternative Investment Fund Management Directive (AIFMD). The AIFMD has come into effect and, although there are additional reporting and other requirements mandated by it, we do not anticipate any material impacts from its implementation.

As previously noted, we cannot predict the nature of future changes to the legal and regulatory requirements applicable to our business, nor the extent of the impacts that will result from current or future proposals. However, any such changes are likely to increase the costs of compliance and the complexity of our operations. They may also result in changes to our product or service offerings. The changing regulatory landscape may also impact a number of our service providers and to the extent such providers alter their services or increase their fees it may impact our expenses or those of the products we offer.

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

(c) Repurchase activity during the third quarter of 2014 is as follows.
 
Month
 
Total Number of
Shares Purchased
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
 
Maximum Number of Shares that May Yet Be Purchased Under the Program
July
 
414,971

 
$
79.54

 
400,000

 
10,087,428

August
 
1,866,002

 
$
78.26

 
1,800,000

 
8,287,428

September
 
1,025,504

 
$
79.22

 
982,758

 
7,304,670

Total
 
3,306,477

 
$
78.72

 
3,182,758

 
 

Shares repurchased by us in a quarter may include repurchases conducted pursuant to publicly announced board authorizations, outstanding shares surrendered to the company to pay the exercise price in connection with swap exercises of employee stock options, and shares withheld to cover the minimum tax withholding obligation associated with the vesting of restricted stock awards. Of the total number of shares purchased during the third quarter of 2014 , 122,991 were related to shares surrendered in connection with employee stock option exercises and 728 were related to shares withheld to cover tax withholdings associated with the vesting of restricted stock awards.

The 3,182,758 shares of our common stock were repurchased pursuant to the Board of Directors’ September 8, 2010 , publicly announced authorization.




Page 22



Item 4.
Mine Safety Disclosures.

Not applicable.

Item 5.
Other Information.

On October 23, 2014 , we issued an earnings release reporting our results of operations for the third quarter of 2014 and first nine months of 2014 . A copy of that earnings release is furnished herewith as Exhibit 99. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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

Item 6.
Exhibits.

The following exhibits required by Item 601 of Regulation S-K are furnished herewith.
 
3(i).1
 
Charter of T. Rowe Price Group, Inc., as Amended by Articles of Amendment dated April 10, 2008. (Incorporated by reference from Form 10-Q Report for the quarterly period ended June 30, 2008 filed on April 10, 2008; File No. 033-07012-99).
 
 
 
3(ii)
 
Amended and Restated By-Laws of T. Rowe Price Group, Inc. as of February 12, 2009. (Incorporated by reference from Form 8-K Current Report file on February 17, 2009; File No. 033-07012-99).
 
 
 
10.03
 
Transfer Agency and Service Agreement as of January 1, 2014, between T. Rowe Price Services, Inc. and the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April 25, 2014; File No. 033-05646).
 
 
 
10.04
 
Agreement as of January 1, 2014, between T. Rowe Price Retirement Plan Services, Inc. and certain of the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April 25, 2014; File No. 033-05646).
 
 
 
10.05
 
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 25, 2014; File No. 033-05646).
 
 
 
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 Employees (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)
 
 
 
15
 
Letter from KPMG LLP, independent registered public accounting firm, re unaudited interim financial information.
 
 
 
31(i).1
 
Rule 13a-14(a) Certification of Principal Executive Officer.
 
 
 
31(i).2
 
Rule 13a-14(a) Certification of Principal Financial Officer.
 
 
 
 
32
 
Section 1350 Certifications.
 
 
 
 
99
 
Earnings release issued October 23, 2014, reporting our results of operations for the third quarter and first nine months of 2014.
 
 
 
 


Page 23



 
 
 
 
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-20140930.xml).
 
 
 
 
 
 
101.SCH
XBRL Taxonomy Extension Schema Document (File name: trow-20140930.xsd).
 
 
 
 
 
 
101.CAL
XBRL Taxonomy Calculation Linkbase Document (File name: trow-20140930_cal.xml).
 
 
 
 
 
 
101.LAB
XBRL Taxonomy Label Linkbase Document (File name: trow-20140930_lab.xml).
 
 
 
 
 
 
101.PRE
XBRL Taxonomy Presentation Linkbase Document (File name: trow-20140930_pre.xml).
 
 
 
 
 
 
101.DEF
XBRL Taxonomy Definition Linkbase Document (File name: trow-20140930_def.xml).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on October 23, 2014 .
T. Rowe Price Group, Inc.

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

 


Page 24


EXHIBIT 15                     Letter from KPMG LLP, independent registered public accounting firm,
                          re unaudited interim financial information


T. Rowe Price Group, Inc.
100 East Pratt Street
Baltimore, Maryland 21202


Re: Registration Statements on Form S-8: No. 33-7012 , No. 333-90967 , No. 333-59714 , No. 333-120882 , No. 333-120883 , No. 333-142092 , No. 333-167317 , No. 333-180904 , and No. 333-199560 .


With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated October 23, 2014 related to our review of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.


/ s / KPMG LLP

Baltimore, Maryland
October 23, 2014





EXHIBIT 31(i).1                     Rule 13a-14(a) Certification of Principal Executive Officer

I, James A. C. Kennedy, certify that:
1.
I have reviewed this Form 10-Q Quarterly Report for the quarterly period ended September 30, 2014 of T. Rowe Price Group, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


October 23, 2014
/ s / James A.C. Kennedy
Chief Executive Officer and President




EXHIBIT 31(i).2                     Rule 13a-14(a) Certification of Principal Financial Officer

I, Kenneth V. Moreland, certify that:
1.
I have reviewed this Form 10-Q Quarterly Report for the quarterly period ended September 30, 2014 of T. Rowe Price Group, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


October 23, 2014
/ s / Kenneth V. Moreland
Vice President, Chief Financial Officer and Treasurer





EXHIBIT 32                                        Section 1350 Certifications    

We certify, to the best of our knowledge, based upon a review of the Form 10-Q Quarterly Report for the quarterly period ended September 30, 2014 of T. Rowe Price Group, Inc., that:
(1) The Form 10-Q Quarterly Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Form 10-Q Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of T. Rowe Price Group, Inc.

October 23, 2014

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

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


A signed original of this written statement has been provided to T. Rowe Price Group, Inc. and will be retained by T. Rowe Price Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.



1 Contacts: Brian Lewbart 410.345.2242 Bill Benintende 410.345.3482 Heather McDonold 410.345.6617 Kylie Muratore 410.345.2533 T. ROWE PRICE GROUP REPORTS THIRD QUARTER OF 2014 RESULTS BALTIMORE (October 23, 2014) - T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) today reported its third quarter of 2014 results, including net revenues of $1.0 billion, net income of $303.6 million, and diluted earnings per common share of $1.12. On a comparable basis, net revenues were $884.4 million, net income was $270.3 million, and diluted earnings per common share was $1.00 in the third quarter of 2013. Investment advisory revenues for the third quarter of 2014 were up $122.4 million to $890.7 million from the comparable 2013 period, as average assets under management increased $103.2 billion, or 16%. Assets under management were $731.2 billion at September 30, 2014, down $7.2 billion from the end of June 2014 as market depreciation, net of income, of $7.4 billion was offset in part by net cash inflows of $.2 billion. The firm’s assets under management at September 30, 2014, include about $188 billion of asset allocation portfolios, of which $122.5 billion are in target-date retirement funds and $19.9 billion are in target-date retirement trusts. These target-date retirement portfolios were the source of $3.7 billion of the firm’s net cash flows in the third quarter of 2014, including $3.4 billion that originated in its target-date retirement funds. Results for the first nine months of 2014 include net revenues of $3.0 billion, net income of $913.7 million, and diluted earnings per share of $3.37, an increase of 19% from the $2.83 per share earned in the first nine months of 2013. Assets under management have increased $38.8 billion from the end of 2013, including $30.0 billion added from market appreciation and income and $8.8 billion from net cash inflows.


 
2 From an investment performance standpoint, 74% of the T. Rowe Price mutual funds across their share classes outperformed their comparable Lipper averages on a total return basis for the three- year period ended September 30, 2014, 79% outperformed for the five-year period, 89% outperformed for the 10-year period, and 80% outperformed for the one-year period. In addition, T. Rowe Price stock, bond, and blended asset funds that ended the quarter with an overall rating of four or five stars from Morningstar account for nearly 81% of the firm’s rated funds’ assets under management. The performance of the firm’s institutional strategies against their benchmarks was substantially similar. The firm’s target-date retirement funds continue to deliver very attractive long-term performance, with 100% of these funds outperforming their comparable Lipper averages on a total return basis for the three- and five-year periods ended September 30, 2014. Financial Highlights Investment advisory revenues earned in the third quarter of 2014 from the T. Rowe Price mutual funds distributed in the United States were $641.6 million, an increase of 19% from the comparable 2013 quarter. Average mutual fund assets under management in the third quarter of 2014 were $471.7 billion, an increase of 19% from the average in the third quarter of 2013. Mutual fund assets at September 30, 2014 were $466.4 billion, down $4.5 billion from the end of June 2014. Net cash inflows into the mutual funds were $1.1 billion during the third quarter of 2014, as net inflows into the bond funds of $1.9 billion were offset in part by net outflows of $.7 billion from the stock and blended asset funds and $.1 billion from the money market funds. Decreases in market valuations, net of income, lowered mutual fund assets under management by $5.6 billion during the third quarter of 2014. Investment advisory revenues earned in the third quarter of 2014 from the other investment portfolios were $249.1 million, an increase of $22.1 million from the comparable 2013 quarter. Average assets under management in the third quarter of 2014 were $267.8 billion, an increase of $27.7 billion, or 12%, from the average in the third quarter of 2013. Assets under management in


 
3 these portfolios at September 30, 2014 were $264.8 billion, down $2.7 billion from the end of June 2014, as market depreciation, net of income, of $1.8 billion and net cash outflows of $.9 billion reduced assets under management during the 2014 quarter. These net cash outflows were primarily concentrated among a small number of institutional investors who redeemed from both equity and fixed income mandates. Investors domiciled outside the United States accounted for 6.1% of the firm’s assets under management at September 30, 2014. Money market advisory fees and other fund expenses voluntarily waived by the firm to maintain positive yields for investors in the third quarter of 2014 were $14.6 million, an increase of $.7 million from the comparable 2013 quarter. For the first nine months of 2014, the firm has waived $43.9 million in such fees compared with $36.8 million in the 2013 period. The firm expects it will continue to voluntarily waive such fees for the remainder of the year and into 2015. Administrative fee revenues increased $7.3 million to $92.7 million in the third quarter of 2014. The increase is primarily attributable to increased costs incurred to provide transfer agent servicing activities to the mutual funds and their investors. The change in administrative fee revenues are generally offset by similar changes in operating expenses. Operating expenses were $532.1 million in the third quarter of 2014, up $73.6 million from the comparable 2013 quarter. Compensation and related costs have increased $55.1 million from the third quarter of 2013, due primarily to higher salaries, benefits and related employee costs from base salary increases and added headcount, and increases in temporary personnel, stock-based compensation, and the interim accrual for year-end bonus compensation. The firm has increased its average staff size by 4.9% from the third quarter of 2013. At September 30, 2014, the firm employed 5,824 associates. Advertising and promotion costs were $12.7 million in the third quarter of 2014, a decrease of $2.0 million from the comparable 2013 period. The decrease in cost is primarily a result of the


 
4 firm repurposing this spending to other distribution activities. As such, the firm expects total advertising and promotion costs for 2014 to be about 10% lower than such costs in 2013. Occupancy and facility costs, together with depreciation and amortization expense, were $64.2 million in the third quarter of 2014, up $9.2 million compared to the third quarter of 2013. About a third of the increase is attributable to the opening of two new buildings at the firm’s Owings Mills, Maryland campus in the fourth quarter of 2013. The increase also includes the added costs to renovate certain existing facilities, as well as update and enhance technology capabilities, including related maintenance programs. Other operating expenses in the third quarter of 2014 were up $4.4 million from the comparable 2013 quarter, as increased business demands and the firm’s continued investment in its operating capabilities have increased costs. These higher costs in the third quarter of 2014 include those related to the firm’s defined contribution recordkeeping business and travel costs. Net non-operating investment income in the third quarter of 2014 decreased $6.4 million from the 2013 quarter to $5.2 million. The decrease is primarily due to lower market valuations which resulted in net investment losses to be recognized on certain of the firm’s other investments in the third quarter of 2014 compared with net investment gains in the 2013 quarter. The firm’s effective tax rate for the third quarter of 2014 is 38.5%, and the firm currently estimates that its effective rate for the full-year 2014 will be about 38.4%. T. Rowe Price remains debt-free with ample liquidity, including cash and sponsored portfolio investment holdings of nearly $3.6 billion. During the first nine months of 2014, the firm has expended $307.3 million to repurchase 3.9 million shares of its common stock, including 3.2 million shares in the third quarter of 2014. The firm also invested about $83 million year-to- date in capitalized technology and facilities from existing cash balances, and currently expects


 
5 total capital expenditures for property and equipment for 2014 to be approximately $130 million, which will be funded from operating resources. Management Commentary James A. C. Kennedy, the company’s chief executive officer and president, commented: “In general, markets have appeared to be fairly to fully-priced, even as some markets reflect greater uncertainty about the economic environment and increased geopolitical tensions. “In the U.S., the economic recovery has now begun its sixth year. This expansion is long by historical standards, albeit at a lower than normal growth rate. In the third quarter, equity investors sought to balance the positives of a generally solid economic environment and gradually improving employment picture against concerns about the ability of companies to maintain current operating margins and deliver the earnings growth necessary to support current valuations. U.S. large-cap stocks hit an all-time high in early September before declining somewhat during the remainder of the quarter. Performance in the small-cap portion of the market was challenging, with the small-cap market declining through the end of the quarter by nearly nine percent from highs set earlier in 2014. Fixed income investors were focused on the Federal Reserve’s plan to end its tapering program in the fourth quarter and to eventually begin tightening. “Outside the U.S., questions about the rate of economic growth in China, an uneven recovery in countries in the Eurozone, and the durability of economic reform and growth in Japan weighed on investor sentiment and markets. A theme in markets this year has been a disparity of performance and valuations across countries and regions. “The U.S. dollar rapidly strengthened during the quarter. The dollar’s value against a basket of six major developed markets currencies reached its highest point since mid-2010. Investor anticipation of an eventual move toward Fed tightening, the relative strength of the U.S. economy compared to other developed markets economies, and heightened geopolitical tensions contributed


 
6 to the dollar’s strength. For U.S. investors, the strength of the dollar hurt the returns of bonds denominated in other currencies. “Despite the economic and market uncertainties, our view that investors who remain disciplined and focused on long-term objectives will be rewarded remains unchanged. It is helpful to note that given the size and complexity of global markets, periods of uncertainty are expected from time to time. “Although the mixed performance of global markets reduced our total assets under management this quarter, T. Rowe Price remains in a very favorable position. Our overall investment performance, balance sheet, and client service remain strong. We continue to expand our global investment, distribution, and technology capabilities to meet client needs, take advantage of future growth opportunities, and further diversify our assets under management. In particular, the significant and consistent investments we have made in our fixed income capabilities position us well to capitalize on shifts in the fixed income landscape. We also continue to make substantial investments to further build out our international equity capabilities.” Other Matters The financial results presented in this earnings release are unaudited. The firm expects that it will file its Form 10-Q Quarterly Report for the third quarter of 2014 with the U.S. Securities and Exchange Commission later today. The Form 10-Q will include additional information on the firm's unaudited financial results at September 30, 2014. Certain statements in this earnings release may represent “forward-looking information,” including information relating to anticipated changes in revenues, net income and earnings per common share, anticipated changes in the amount and composition of assets under management, anticipated expense levels, estimated tax rates, and expectations regarding financial results, future transactions, investments, capital expenditures, and other market conditions. For a discussion concerning risks and other factors that could affect future results, see the firm's 2013 Form 10-K.


 
7 Founded in 1937, Baltimore-based T. Rowe Price (troweprice.com) is a global investment management organization that provides a broad array of mutual funds, subadvisory services, and separate account management for individual and institutional investors, retirement plans, and financial intermediaries. The organization also offers a variety of sophisticated investment planning and guidance tools. T. Rowe Price’s disciplined, risk-aware investment approach focuses on diversification, style consistency, and fundamental research.


 
8 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in millions, except per-share amounts) Three months ended Nine months ended Revenues 9/30/2013 9/30/2014 9/30/2013 9/30/2014 Investment advisory fees $ 768.3 $ 890.7 $ 2,210.9 $ 2,572.4 Administrative fees 85.4 92.7 258.1 280.8 Distribution and servicing fees 30.5 37.4 84.8 106.5 Net revenue of savings bank subsidiary .2 — .6 — Net revenues 884.4 1,020.8 2,554.4 2,959.7 Operating expenses Compensation and related costs 291.3 346.4 858.7 991.7 Advertising and promotion 14.7 12.7 58.9 49.9 Distribution and servicing costs 30.5 37.4 84.8 106.5 Depreciation and amortization of property and equipment 22.1 28.3 65.5 83.4 Occupancy and facility costs 32.9 35.9 101.0 107.3 Other operating expenses 67.0 71.4 188.2 210.0 Total operating expenses 458.5 532.1 1,357.1 1,548.8 Net operating income 425.9 488.7 1,197.3 1,410.9 Non-operating investment income 11.6 5.2 31.3 73.4 Income before income taxes 437.5 493.9 1,228.6 1,484.3 Provision for income taxes 167.2 190.3 468.6 570.6 Net income $ 270.3 $ 303.6 $ 760.0 $ 913.7 Net income allocated to common stockholders Net income $ 270.3 $ 303.6 $ 760.0 $ 913.7 Less: net income allocated to outstanding restricted stock and stock unit holders (2.6) (3.8 ) (6.4 ) (10.5) Net income allocated to common stockholders $ 267.7 $ 299.8 $ 753.6 $ 903.2 Earnings per share on common stock Basic $ 1.03 $ 1.15 $ 2.92 $ 3.47 Diluted $ 1.00 $ 1.12 $ 2.83 $ 3.37 Dividends declared per share $ .38 $ .44 $ 1.14 $ 1.32 Weighted-average common shares Outstanding 258.7 259.7 257.9 260.2 Outstanding assuming dilution 266.5 267.4 265.9 268.2


 
9 Investment Advisory Revenues (in millions) Three months ended Nine months ended 9/30/2013 9/30/2014 9/30/2013 9/30/2014 Sponsored U.S. mutual funds Stock and blended asset $ 452.0 $ 537.8 $ 1,276.3 $ 1,549.8 Bond and money market 89.3 103.8 275.0 296.0 541.3 641.6 1,551.3 1,845.8 Other investment portfolios Stock and blended asset 187.4 210.8 538.1 610.1 Bond, money market, and stable value 39.6 38.3 121.5 116.5 227.0 249.1 659.6 726.6 Total $ 768.3 $ 890.7 $ 2,210.9 $ 2,572.4 Average Assets Under Management (in billions) Three months ended Nine months ended 9/30/2013 9/30/2014 9/30/2013 9/30/2014 Sponsored U.S. mutual funds Stock and blended asset $ 305.4 $ 367.5 $ 289.5 $ 356.3 Bond and money market 90.8 104.2 91.8 100.6 396.2 471.7 381.3 456.9 Other investment portfolios Stock and blended asset 182.5 205.7 177.3 200.2 Bond, money market, and stable value 57.6 62.1 62.3 62.3 240.1 267.8 239.6 262.5 Total $ 636.3 $ 739.5 $ 620.9 $ 719.4 Assets Under Management (in billions) As of 12/31/2013 9/30/2014 Sponsored U.S. mutual funds Stock and blended asset $ 341.7 $ 362.0 Bond and money market 93.6 104.4 435.3 466.4 Other investment portfolios Stock and blended asset 195.3 203.5 Bond, money market, and stable value 61.8 61.3 257.1 264.8 Total $ 692.4 $ 731.2 Stock and blended asset portfolios $ 537.0 $ 565.5 Fixed income portfolios 155.4 165.7 Total $ 692.4 $ 731.2 Condensed Consolidated Cash Flows Information (in millions) Nine months ended 9/30/2013 9/30/2014 Cash provided by operating activities, including $95.9 of stock-based compensation expense in 2014 $ 1,158.3 $ 1,216.1 Cash used in investing activities, including ($82.6) for additions to property and equipment and ($322.0) for net sponsored fund investments in 2014 (138.6 ) (415.7 ) Cash used in financing activities, including common stock repurchases of ($283.7) and dividends paid of ($347.2) in 2014 (205.5 ) (553.9 ) Net change in cash during the period $ 814.2 $ 246.5 As of Condensed Consolidated Balance Sheet Information (in millions) 12/31/2013 9/30/2014 Cash and cash equivalents $ 1,398.0 $ 1,644.5 Accounts receivable and accrued revenue 398.8 423.6 Investments in sponsored funds 1,611.9 1,936.7 Property and equipment 572.9 572.3 Goodwill 665.7 665.7 Other investments and other assets 385.8 525.2 Total assets 5,033.1 5,768.0 Total liabilities 215.0 540.5 Stockholders' equity, 260,655,000 common shares outstanding in 2014, including net unrealized holding gains of $190.9 in 2014 $ 4,818.1 $ 5,227.5