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FAIR VALUE MEASUREMENTS
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS.
We determine the fair value of our cash equivalents and certain investments using the following broad levels of inputs as defined by related accounting standards:

Level 1 – quoted prices in active markets for identical financial instruments accessible at the reporting date.
Level 2 – observable inputs other than Level 1 quoted prices including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads. 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 that are recognized in our consolidated balance sheets at December 31 using fair value measurements determined based on the differing levels of inputs. This table excludes investments held by consolidated investment products which are presented separately on our consolidated balance sheets and are detailed in Note 6.

20242023
(in millions)Level 1Level 2Level 3Level 1Level 2Level 3
T. Rowe Price investment products
Cash equivalents held in money market funds$2,309.8 $— $— $1,678.1 $— $— 
Discretionary investments258.8 — — 246.4 — — 
Seed capital209.4 53.4 — 206.0 41.8 — 
Deferred compensation liabilities economic hedges992.8 — — 806.6 — — 
Other investments0.1 — — 0.7 — — 
Investments in affiliated collateralized loan obligations— 6.3 — — 8.4 — 
Total$3,770.9 $59.7 $— $2,937.8 $50.2 $— 
Contingent consideration liability$— $— $— $— $— $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 4 were $62.5 million at December 31, 2024 and $69.0 million at December 31, 2023.

As part of the purchase consideration for our acquisition of OHA in December 2021, there was contingent consideration in an amount up to $900.0 million as part of an earnout cash payment that may be due starting in 2025 and ending in 2027, upon satisfying or exceeding certain defined revenue targets. These defined revenue
targets are 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. The earnout amount is subject to a proportional reduction if OHA's actual revenue at the end of the earnout period does not meet the defined revenue targets and could result in no earnout payout if OHA's actual revenue falls below 75% of the defined revenue target. 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. For the year ended December 31, 2024, 2023,and 2022, the amounts recognized as part of compensation expense in our consolidated statements of income were immaterial.

The change in the contingent consideration liability, included in accounts payable and accrued expenses, is measured at fair value for which we used Level 3 inputs to determine fair value is as follows:

Year-ended
(in millions)
 12/31/2024
 12/31/2023
Balance at beginning of the year$13.4 $95.8 
Unrealized gains, included in earnings(13.4)(82.4)
Balance at end of the year$— $13.4 

The fair value of the contingent consideration is calculated 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 equal to 10% of the appreciated value of the OHA business on the fifth anniversary of the acquisition date, subject to an annualized preferred return to T. Rowe Price. 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 year ended December 31, 2024, 2023, and 2022, the amounts recognized as part of compensation expense in our consolidated statements of income were immaterial.

In 2024, 2023, and 2022, we recognized impairment charges on certain of our identified intangible assets. As part of the impairment recognition, a fair value measurement was determined for these intangible assets. See Note 9 for further discussion of the impairments.