1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended: MARCH 31, 2001.
Commission file number: 000-32191.
Exact name of registrant as specified in its charter:
T. ROWE PRICE GROUP, INC.
State of incorporation: MARYLAND.
I.R.S. Employer Identification No.: 52-2264646.
Address and Zip Code of principal executive offices: 100 EAST PRATT STREET,
BALTIMORE, MARYLAND 21202.
Registrant's telephone number, including area code: (410) 345-2000.
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) 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. Yes [X]. No [ ].
Indicate the number of shares outstanding of the issuer's common stock ($.20 par
value), as of the latest practicable date. 123,016,539 SHARES AT APRIL 20, 2001.
Exhibit index is at Item 6(a) on pages 14-15.
2
PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
12/31/00 03/31/01
---------- ----------
ASSETS
Cash and cash equivalents $ 80,526 $ 150,278
Accounts receivable 131,041 127,121
Investments in sponsored mutual funds 190,406 144,724
Other investments 59,801 63,474
Property and equipment 255,660 262,044
Goodwill 694,985 687,755
Other assets 57,040 23,049
---------- ----------
$1,469,459 $1,458,445
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable and accrued expenses $ 56,877 $ 56,565
Accrued compensation and related costs 66,356 44,140
Income taxes payable 13,220 29,751
Dividends payable 18,366 18,452
Customer deposits at savings bank subsidiary 10,932 14,185
Debt and accrued interest 312,277 290,419
Minority interests in consolidated subsidiaries 366 --
---------- ----------
Total liabilities 478,394 453,512
---------- ----------
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
500,000,000 shares; issued 122,439,232 shares in
2000 and 123,019,039 shares in 2001 24,488 24,604
Capital in excess of par value 80,855 82,762
Retained earnings 852,775 883,631
Accumulated other comprehensive income 32,947 13,936
---------- ----------
Total stockholders' equity 991,065 1,004,933
---------- ----------
$1,469,459 $1,458,445
========== ==========
See the accompanying notes to the condensed consolidated financial statements.
3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per-share amounts)
Three months ended
------------------
03/31/00 03/31/01
--------- ---------
Revenues
Investment advisory fees $ 234,161 $ 200,827
Administrative fees 60,847 62,263
Investment and other income 21,323 17,392
--------- ---------
316,331 280,482
--------- ---------
Expenses
Compensation and related costs 92,967 104,643
Advertising and promotion 25,110 21,527
Occupancy and equipment 25,906 30,758
International investment research fees 16,014 --
Goodwill amortization 186 7,230
Interest expense 61 4,922
Other operating expenses 25,296 28,954
--------- ---------
185,540 198,034
--------- ---------
Income before income taxes and minority interests 130,791 82,448
Provision for income taxes 49,204 33,497
--------- ---------
Income from consolidated companies 81,587 48,951
Minority interests in consolidated subsidiaries 6,553 (357)
--------- ---------
Net income $ 75,034 $ 49,308
========= =========
Basic earnings per share $ .62 $ .40
========= =========
Diluted earnings per share $ .58 $ .38
========= =========
Dividends declared per share $ .13 $ .15
========= =========
Weighted average shares outstanding 120,419 122,751
========= =========
Weighted average shares outstanding assuming dilution 128,399 129,476
========= =========
See the accompanying notes to the condensed consolidated financial statements.
4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three months ended
------------------
03/31/00 03/31/01
--------- ---------
Cash flows from operating activities
Net income $ 75,034 $ 49,308
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization of property
and equipment 9,474 12,156
Minority interests in consolidated subsidiaries 6,553 (357)
Amortization of goodwill 186 7,230
Other changes in assets and liabilities 13,448 40,514
--------- ---------
Net cash provided by operating activities 104,695 108,851
--------- ---------
Cash flows from investing activities
Investments in sponsored mutual funds (4,654) (409)
Dispositions of sponsored mutual funds -- 23,477
Other investments (380) (7,627)
Dispositions of other investments 9,928 4,172
Additions to property and equipment (18,040) (23,093)
--------- ---------
Net cash used in investing activities (13,146) (3,480)
--------- ---------
Cash flows from financing activities
Purchases of stock -- (6,000)
Receipts relating to stock issuances 4,028 5,494
Debt principal repayments -- (20,000)
Dividends paid to stockholders (15,614) (18,366)
Savings bank subsidiary deposits -- 3,253
--------- ---------
Net cash used in financing activities (11,586) (35,619)
--------- ---------
Cash and cash equivalents
Net increase during period 79,963 69,752
At beginning of year 358,472 80,526
--------- ---------
At end of period $ 438,435 $ 150,278
========= =========
See the accompanying notes to the condensed consolidated financial statements.
5
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(dollars in thousands)
Accumu-
Capital lated
Common in other Total
stock excess compre- stock-
- par of par Retained hensive holders'
value value earnings income equity
---------- ---------- ---------- ---------- ----------
Balance at end of 2000,
122,439,232 common shares $ 24,488 $ 80,855 $ 852,775 $ 32,947 $ 991,065
Comprehensive income
Net income 49,308
Change in unrealized
security holding gains (19,011)
Total comprehensive income 30,297
759,807 common shares
issued under stock-based
compensation plans 152 7,871 8,023
180,000 common shares
repurchased (36) (5,964) (6,000)
Dividends declared (18,452) (18,452)
---------- ---------- ---------- ---------- ----------
Balance at March 31, 2001,
123,019,039 common shares $ 24,604 $ 82,762 $ 883,631 $ 13,936 $1,004,933
========== ========== ========== ========== ==========
See the accompanying notes to the condensed consolidated financial statements.
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 mutual funds and
other investment portfolios. We also provide our investment advisory clients
with related administrative services, including mutual fund transfer agent,
accounting and shareholder services; participant recordkeeping and transfer
agent services for defined contribution retirement plans; discount brokerage;
and trust services. The investors that we serve are primarily domiciled in the
United States.
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 reflect all
adjustments which 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.
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 2000 Annual Report. Certain
2000 amounts have been reclassified to conform to the 2001 presentation.
NOTE 2 - INFORMATION ABOUT REVENUES AND SERVICES.
Our revenues (in thousands) from advisory services provided under agreements
with our sponsored mutual funds and other investment clients for the three
months ended March 31 were:
2000 2001
-------- --------
Sponsored mutual funds
Stock and blended
Domestic $104,373 $ 95,131
International 38,999 27,726
Bond and money market 23,425 23,526
-------- --------
166,797 146,383
Other portfolios 67,364 54,444
-------- --------
Total investment advisory fees $234,161 $200,827
======== ========
7
The following table summarizes the various investment portfolios and assets
under management (in billions) on which we earn advisory fees.
Average during
first quarter
-----------------
2000 2001 12/31/00 03/31/01
---- ---- -------- --------
Sponsored mutual funds
Stock and blended
Domestic $ 71.5 $ 65.5 $ 68.0 $ 58.3
International 21.7 15.6 16.3 13.6
Bond and money market 21.7 22.3 22.0 22.9
------ ------ ------ ------
114.9 103.4 106.3 94.8
Other portfolios 65.5 58.0 60.4 53.9
------ ------ ------ ------
$180.4 $161.4 $166.7 $148.7
====== ====== ====== ======
Fees for advisory-related administrative services provided to the funds were
$44,309,000 and $49,660,000 for the first quarter of 2000 and 2001,
respectively. Accounts receivable from the funds totaled $70,537,000 at December
31, 2000 and $66,411,000 at March 31, 2001.
NOTE 3 - DEBT.
On April 2, 2001, the interest rate on our yen-denominated debt was reduced to
1.09% for the next twelve months.
On April 9, 2001, we reduced our dollar-denominated debt by $2,000,000 and the
interest rate on the balance owed of $273,000,000 was lowered to 5.27% for the
next two months.
8
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors of
T. Rowe Price Group, Inc.
We have reviewed the accompanying condensed consolidated balance sheet of T.
Rowe Price Group, Inc. and its subsidiaries as of March 31, 2001, and the
related condensed consolidated statements of income and cash flows for the
three-month periods ended March 31, 2000 and 2001, and the related condensed
consolidated statement of stockholders' equity for the three-month period ended
March 31, 2001. These financial statements are the responsibility of the
company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, 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 review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated interim financial statements
for them to be in conformity with accounting principles generally accepted in
the United States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet as of
December 31, 2000, and the related consolidated statements of income, cash
flows, and stockholders' equity for the year then ended (not presented herein),
and in our report dated January 23, 2001, 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, 2000, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
April 20, 2001
THE ABOVE REPORT IS NOT A "REPORT" WITHIN THE MEANING OF SECTIONS 7 AND 11 OF
THE SECURITIES ACT OF 1933 AND THE INDEPENDENT ACCOUNTANTS' LIABILITY PROVISIONS
OF SECTION 11 OF THE ACT DO NOT APPLY.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Our revenues and net income are derived primarily from investment advisory
services provided to U.S. individual and institutional investors in our
sponsored mutual funds and other investment portfolios.
We manage a broad range of domestic and international stock, bond, and money
market mutual funds and other investment portfolios that 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
management. Accordingly, fluctuations in financial markets and in the
composition of assets under management impact our revenues and results of
operations. Total assets under our management were down $18 billion from the
beginning of 2001 to $148.7 billion at March 31, including $81.3 billion in
domestic stock portfolios and $27.2 billion in international stock portfolios.
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2001 vs. MARCH 31, 2000.
Net income decreased $25.7 million, or 34%, to $49.3 million and diluted
earnings per share fell $.20 to $.38. Total revenues declined 11% from $316
million to $280 million.
Investment advisory revenues earned from the T. Rowe Price mutual funds
decreased $20.4 million as average fund assets under management were $103.4
billion during the 2001 quarter, $11.5 billion less than in the 2000 period.
Declines in financial market valuations pushed fund assets down $11.9 billion
during the quarter. Net subscriptions by fund investors were $395 million for
the first three months of 2001. Money market and bond fund investors added $523
million while domestic stock funds had net investor subscriptions of $306
million. International stock funds had net outflows of $434 million. Mutual fund
assets totaled $94.8 billion at March 31, 2001.
Assets in the other investment portfolios that we manage fell $6.5 billion
during the 2001 quarter due to declining market valuations. The lower assets
under management pushed our advisory fees down $7.5 million from the 2000 first
quarter. In addition, performance-related fees were $5.4 million lower than in
the 2000 quarter. We earn performance fees primarily on venture capital
investments that we manage and, though recurring, these fees will vary
significantly as market conditions and investment portfolios change. Assets in
the other managed portfolios were $53.9 billion at March 31, 2001.
Administrative fees from advisory-related services that we provide to the funds
and their shareholders rose $6 million. This increase is primarily attributable
to transfer agency and recordkeeping services for defined contribution
retirement plans and the Price mutual funds. These administrative revenues
generally offset the costs that we incur in providing the services. Discount
brokerage commissions fell $4.6 million due to lower transaction volume and
commission rates arising from the shift to transactions being originated over
the Internet.
10
Investment and other income declined $3.9 million to $17.4 million. Included in
2001 are gains that we realized of $6.9 million, or $.03 per share, on
dispositions of $23.5 million of our available-for-sale mutual fund holdings. In
addition, our investment in a sponsored partnership that holds distressed debt
positions had gains of $4.3 million in the first quarter of 2001. Foreign
currency rate fluctuations arising from our yen-denominated debt added another
$1.5 million of income. Offsetting these increases were $13.1 million of gains
from our venture capital investments in 2000 that did not recur in 2001. We
expect that investment income will generally be lower in future periods.
Operating expenses rose nearly 7% from last year's first quarter to $198
million, though expenses are down almost $1.2 million from the fourth quarter of
2000. Greater compensation and related costs, which were up $11.7 million or
13%, were attributable to increases in our rates of compensation and an 8%
increase in our staff size over the past twelve months to support our technology
and servicing operations. As of March 31, 2001, we employed just under 4,000
associates. Advertising and promotion expenses decreased 14% from the 2000 first
quarter and nearly $5 million from the fourth quarter of 2000 to $21.5 million.
Advertising and promotion costs are typically at a seasonal high in the first
quarter; however, financial market declines have made investors more cautious
and, as a result, we have reduced our spending. We now expect that our
advertising and promotion expenditures for the balance of 2001 will be lower
than in 2000. Occupancy and equipment expenses rose 19% from $25.9 million in
the first quarter of 2000 to $30.8 million. These costs reflect our movement to
new and larger facilities internationally and to our new campus in Colorado
Springs late last year.
The build out of an international infrastructure to support our operations in
seven foreign countries is nearing completion. Our independent offices have been
established and our staffs are now fully relocated. The last major step in the
transition phase is to complete the technology core and our implementation of
the T. Rowe Price investment portfolio system around the world. The T. Rowe
Price International acquisition in August 2000 has resulted in the realignment
of our operating costs to include greater compensation and facility costs and
has added $4.7 million of interest expense on the acquisition indebtedness.
However, the international investment research fees that were $16 million in the
2000 period have been eliminated. The 2001 results also include a charge of $7
million, or about $.05 per share, for the amortization of goodwill arising from
the acquisition. Changes to accounting principles that have been proposed would
end this recurring quarterly charge later this year.
Other operating expenses increased $3.7 million from the first quarter of 2000
due largely to professional fees incurred in technology and services development
activities. As the international transition and several technology projects are
brought to a close, we expect to reduce total operating expenses for 2001 below
the spending level of 2000.
The 2001 provision for income taxes as a percentage of pretax income is higher
due to the inclusion of the goodwill charges that are not deductible
11
in determining our income tax expense.
Minority interests in T. Rowe Price International were also eliminated at the
time of the acquisition of Robert Fleming's 50% interest.
CAPITAL RESOURCES AND LIQUIDITY.
We reduced outstanding borrowings $20 million during the first quarter of this
year and an additional $2 million in April 2001. We expect that available cash
resources and those generated from operating activities will be used to further
reduce borrowings this year. During the 2001 first quarter, we used $6 million
to repurchase 180,000 shares of our common stock.
FORWARD-LOOKING INFORMATION.
From time-to-time, information or statements provided by or on behalf of T. Rowe
Price, including those within this Quarterly Report on Form 10-Q, may contain
certain "forward-looking information," including information relating to
anticipated growth in our revenues or earnings, anticipated changes in the
amount and composition of assets under management, our anticipated expense
levels, and our expectations regarding financial markets 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 as a result of
various factors, including but not limited to those discussed below. 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 will fluctuate due to many factors, including: the total
value and composition of assets under our management; cash inflows and outflows
in the T. Rowe Price mutual funds and other managed investment portfolios;
fluctuations in worldwide financial markets, including those in emerging
countries, resulting in appreciation or depreciation of assets under our
management; the relative investment performance of the Price mutual funds and
other managed investment portfolios as compared to competing offerings and
market indices; the extent to which we earn performance-based investment
advisory fees; the expense ratios of the Price mutual funds; investor sentiment
and investor confidence; 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; our introduction
of new mutual funds and investment portfolios; our ability to contract with the
Price mutual funds for payment for investment advisory-related administrative
services provided to the funds and their shareholders; the continuation of
trends in the retirement plan marketplace favoring defined contribution plans
and participant-directed investments; the amount and timing of income recognized
on our venture capital and other investments; and our success in implementing
our strategy to significantly expand our international business. Our revenues
12
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 determined to terminate or significantly alter the terms of the
investment management or related administrative services agreements.
Our future operating results are also dependent upon the level of our operating
expenses, which are subject to fluctuation for the following or other reasons:
changes in the level of advertising expenses in response to market conditions,
expansion of marketing efforts both within the U.S. and internationally, or
other factors; variations in the level of compensation expense due to, among
other things, performance-based bonuses, changes in our employee count and mix,
and competitive factors; changes in our operating expenses resulting from our
acquisition of the minority interests in T. Rowe Price International, including
goodwill charges, interest expense, and other costs of providing our
international investment advisory services; fluctuation in foreign currency
exchange rates applicable to 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, including Internet capabilities;
unanticipated costs 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 communications, power, and the mutual fund transfer
agent system.
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 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.
Since December 31, 2000, there has been no material change in the information
provided in Item 7A of the 2000 Form 10-K Annual Report.
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
On July 6, 1998, Rowe Price-Fleming, the T. Rowe Price International Stock Fund
and the fund's five directors were named as defendants in Migdal v. Rowe
Price-Fleming International, Inc., et al., filed in the United States District
Court for the District of Maryland. The Complaint sought to invalidate the
advisory agreement between Rowe Price-Fleming and the International Stock Fund,
and sought recovery of an unspecified amount of advisory fees paid by the
International Stock Fund to Rowe Price-Fleming. Plaintiffs alleged that the
International Stock Fund does not have a sufficient number of independent
directors, as required by the Investment Company Act of 1940, as amended,
because its independent directors serve on multiple boards of directors
13
within the T. Rowe Price mutual fund complex and receive substantial
compensation in the form of director fees. On October 12, 1998, the plaintiffs
filed an Amended Complaint adding as a plaintiff Linda B. Rohrbaugh, a
shareholder in the T. Rowe Price Growth Stock Fund. The Amended Complaint also
added as defendants the T. Rowe Price Growth Stock Fund, T. Rowe Price
Associates and certain of its subsidiaries which provide services to the funds,
as well as five directors of the T. Rowe Price Growth Stock Fund. On January
21, 1999, the Amended Complaint was dismissed with leave for plaintiffs to
re-file. On February 16, 1999, the plaintiffs filed a Second Amended Complaint,
but the fund directors were excluded as defendants. The Second Amended
Complaint alleged a claim under Section 36(b) of the Investment Company Act of
1940. The Complaint sought to invalidate the advisory and service agreements
negotiated between the corporate defendants and certain T. Rowe Price funds
based on a claim that (i) the fees paid to the corporate defendants were
excessive and (ii) the advisory agreements were not negotiated at arm's length
because each of the boards of directors of the Price funds is not independent
as required under the Investment Company Act of 1940. On March 19, 1999, we and
the other defendants filed a Motion to Dismiss the Second Amended Complaint. In
an order dated March 20, 2000, our motion was granted and the case dismissed
with prejudice. On April 6, 2000, the plaintiffs filed a Notice of Appeal of
the Dismissal of the case. On June 16, 2000, we and the other defendants filed
a Brief with the United States Court of Appeals (Fourth Circuit) to affirm the
District Court's judgment.
From time to time, claims arise in the ordinary course of our business,
including employment-related claims. After consulting with counsel, we believe
it unlikely that any adverse determination in one or more pending claims would
have a material adverse effect on our financial condition or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual meeting of our stockholders was held on April 5, 2001. The proxy
statement and solicitation pertaining to this meeting were previously filed with
the Commission. Shares eligible to vote were 122,791,853 as of the record date
of February 9, 2001.
Management's 14 nominees for the Board of Directors were elected to hold office
until the next annual meeting of stockholders and until their respective
successors are elected and qualify. The tabulation of votes was:
Nominee For Withheld
--------------------- ---------- ---------
Edward C. Bernard 97,185,969 5,886,828
D. William J. Garrett 97,349,205 5,723,592
Donald B. Hebb, Jr. 97,426,699 5,646,097
Henry H. Hopkins 97,174,380 5,898,417
James A.C. Kennedy 97,176,386 5,896,410
John H. Laporte 97,192,089 5,880,707
Richard L. Menschel 96,351,607 6,721,190
William T. Reynolds 97,163,843 5,908,954
14
James S. Riepe 97,179,499 5,893,297
George A. Roche 87,675,877 15,396,919
Brian C. Rogers 97,173,775 5,899,021
M. David Testa 85,879,201 17,193,595
Martin G. Wade 97,203,751 5,869,045
Anne Marie Whittemore 97,436,401 5,636,395
The 2001 Stock Incentive Plan was approved by a vote of: 62,076,267 for;
29,161,295 against; and 998,077 abstentions. Broker non-votes were
10,837,157.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits required to be filed by Item 601 of Regulation
S-K are filed herewith and incorporated by reference herein. Exhibits
10.06 through 10.12 are compensatory plan arrangements.
3(i) Amended and Restated Charter of T. Rowe Price Group,
Inc. as of March 9, 2001. (Incorporated by reference
from Form 10-K for 2000; Accession No.
0001113169-01-000003.)
3(ii) By-Laws of T. Rowe Price Group, Inc. as of June 30,
2000. (Incorporated by reference from Form 424B3;
Accession No. 0001113169-00-000003.)
4.01 $500,000,000 Five-Year Credit Agreement among T. Rowe
Price Associates, Inc., the several lenders, and The
Chase Manhattan Bank, as administrative agent.
(Incorporated by reference from Form 10-Q Report for
the quarterly period ended June 30, 2000; Accession
No. 0000080255-00-000425.)
10.01 Representative Investment Management Agreement with
each of the T. Rowe Price mutual funds. (Incorporated
by reference from Form N-1A/A; Accession No.
0001046404-97-000008.)
10.02 Transfer Agency and Service Agreement dated as of
January 1, 2000 between each of the T. Rowe Price
mutual funds and T. Rowe Price Services, Inc.
(Incorporated by reference from Form 485BPOS;
Accession No. 0001012968-00-000024.)
10.03 Agreement dated January 1, 2000, as amended February
9, 2000, between T. Rowe Price Retirement Plan
Services, Inc. and each of the T. Rowe Price taxable
mutual funds. (Incorporated by reference from Form
485BPOS; Accession No. 0001012968-00-000024.)
10.04 Representative Underwriting Agreement between each of
the T. Rowe Price mutual funds and T. Rowe Price
Investment Services, Inc. (Incorporated by reference
from Form 485APOS; Accession No.
0000775688-00-000003.)
15
10.05 Amended, Restated, and Consolidated Office Lease
dated as of May 22, 1997 between 100 East Pratt
Street Limited Partnership and T. Rowe Price
Associates, Inc. (Incorporated by reference from Form
10-K for 1997; Accession No. 0000080255-98-000358.)
10.06 1995 Director Stock Option Plan. (Incorporated by
reference from Form DEF 14A; Accession No.
0000933259-95-000009.)
10.07 1998 Director Stock Option Plan. (Incorporated by
reference from Form DEF 14A; Accession No.
0000080255-98-000355.)
10.08 1990 Stock Incentive Plan. (Incorporated by reference
from Form S-8 Registration Statement [File No.
33-37573].)
10.09 1993 Stock Incentive Plan. (Incorporated by reference
from Form S-8 Registration Statement [File No.
33-72568].)
10.10 1996 Stock Incentive Plan. (Incorporated by reference
from Form DEF 14A; Accession No.
0001006199-96-000031.)
10.11 2001 Stock Incentive Plan. (Incorporated by reference
from Form DEF 14A; Accession No.
0001113169-01-000002.)
10.12 Executive Incentive Compensation Plan. (Incorporated
by reference from Form DEF 14A; Accession No.
0000933259-95-000009.)
15 Letter from PricewaterhouseCoopers LLP, independent
accountants, re unaudited interim financial
information.
(b) Reports on Form 8-K: None during the first quarter of 2001.
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 April 24, 2001.
T. Rowe Price Group, Inc.
/s/ Cristina Wasiak
Managing Director and Chief Financial Officer
/s/ Joseph P. Croteau, CPA
Vice President and Treasurer (Principal Accounting Officer)