XML 24 R13.htm IDEA: XBRL DOCUMENT v3.24.1.u1
FAIR VALUE MEASUREMENTS
3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS.
We determine the fair value of our cash equivalents and investments held at fair value 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. The inputs into the determination of fair value require significant management judgment or estimation. Investments in this category generally include investments for which there is not an actively-traded market.

These levels are not necessarily an indication of the risk or liquidity associated with our investments. The following table summarizes our investments and liabilities that are recognized in our unaudited condensed consolidated balance sheets using fair value measurements determined based on the differing levels of inputs. This table excludes investments held by the consolidated sponsored investment products which are presented separately on our unaudited condensed consolidated balance sheets and are detailed in Note 5.

3/31/202412/31/2023
(in millions)
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
T. Rowe Price investment products
Cash equivalents held in money market funds$1,997.4 $— $— $1,678.1 $— $— 
Discretionary investments259.9 — — 246.4 — — 
Seed capital187.0 50.7 — 206.0 41.8 — 
Supplemental savings plan liability economic hedges837.4 — — 806.6 — — 
Other investments0.6 — — 0.7 — — 
Investments in affiliated collateralized loan obligations— 7.9 — — 8.4 — 
Total$3,282.3 $58.6 $— $2,937.8 $50.2 $— 
Contingent consideration liability$— $— $13.4 $— $— $13.4 

The fair value hierarchy level table above does not include the investment partnerships and other investments for which fair value is estimated using their NAV per share as a practical expedient. The carrying value of these investments as disclosed in Note 3 were $67.1 million at March 31, 2024, and $69.0 million at December 31, 2023.

Contingent Consideration

As part of the purchase consideration for our acquisition of OHA in December 2021, there was contingent
consideration in the amount of up to $900 million, payable in cash, that may be due as part of an earnout payment starting in 2025 and ending in 2027 upon satisfying or exceeding certain defined revenue targets. These defined revenue targets will be evaluated on a cumulative basis beginning at the end of 2024, with the ability to extend two additional years if the defined revenue targets are not achieved. About 22% of the earnout is conditioned upon continued service with T. Rowe Price and was excluded from the purchase consideration and deemed compensatory. The fair value of the earnout deemed compensatory is remeasured each reporting period and recognized over the related service period. The amount recorded as compensation expense for the three months ended March 31, 2024 was immaterial.

The change in the contingent consideration liability measured at fair value for which we used Level 3 inputs to determine fair value is as follows:

Three months ended
(in millions)3/31/20243/31/2023
Balance at beginning of period$13.4 $95.8 
  Unrealized gains, included in earnings— (49.6)
Balance at end of period$13.4 $46.2 

The fair value of the contingent consideration is measured using the Monte Carlo simulation methodology of valuation. The most significant assumptions used relate to the discount rates and from changes pertaining to the achievement of the defined financial targets.
In addition, simultaneously with the OHA acquisition, a Value Creation Agreement was entered into whereby certain employees of OHA will receive incentive payments in the aggregate equal to 10% of the appreciated value of the
OHA business, subject to an annualized preferred return to T. Rowe Price, on the fifth anniversary of the acquisition date. This arrangement is treated as a post-combination compensation expense. This arrangement will be remeasured at fair value at each reporting date and recognized over the related service period. For the three months ended March 31, 2024 and 2023, the amounts recognized as part of compensation expense in our unaudited condensed consolidated statements of income were immaterial.