What changed in this filing

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Item 1. Business

2022-02-24 compared with 2021-02-11 · 124 added, 59 removed, 360 unchanged (34% of the section changed)

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corporate holding company structure was established in 2000.

On December 29, 2021, we completed our acquisition of Oak Hill Advisors, L.P., a leading alternative credit manager, and other entities that had common ownership (collectively, "OHA").

We acquired 100% of the equity interests of Oak Hill Advisors, L.P., 100% of the equity interests in entities that make co-investments in certain affiliated private investment funds (the "co-investment entities") and a majority of the equity interests in entities that have interests in general partners of affiliated private investment funds and are entitled to a disproportionate allocation of income (the "carried interest entities") for upfront purchase consideration of $3.4 billion in a combination of cash and T.

Rowe Price Group, Inc.

common stock.

The upfront purchase consideration included the retirement of $217.1 million of OHA debt.

In addition, the consideration may be increased by up to an incremental $900.0 million in cash as part of an earnout payment starting in early 2025 and ending in early 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 will be 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 targets.

The acquisition of OHA included $57 billion of capital under management, of which $47 billion of fee-basis assets under management was added to our assets under management as of the date of the acquisition.

The acquisition accelerates our expansion into alternative investment markets and complements our existing global platform and ongoing strategic initiatives in our core investments and distribution capabilities.

Alternative credit strategies continue to be in demand from institutional and retail investors across the globe seeking attractive yields and risk-adjusted returns.

Over its more than 30-year history, OHA has generated attractive risk-adjusted returns across numerous market cycles.

Its fully integrated team specializes in private, distressed, special situations, liquid, and structured credit and real asset strategies in North America, Europe and other geographies.

OHA manages private investment funds, collateralized loan obligations ("CLOs") and other private accounts on behalf of a global, largely institutional client base.

OHA has over 300 employees with headquarters in New York and primary offices in London, Sydney, Hong Kong, Luxembourg, Fort Worth, and San Francisco.

Core Capabilities

Our core capabilities have enabled us to deliver excellent operating results since our initial public offering.

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Our ongoing financial strength and discipline has allowed us to take advantage of attractive growth opportunities and invest in key capabilities.

Our investments have been focused on increasing our investment professional headcount globally, expanding our product offerings, expanding our global distribution footprint to strengthen our regional relationships and brand, and investing in new technology and the core infrastructure of the firm.

Our strategic investments have been focused on increasing our investment professional headcount globally, expanding our product offerings, expanding our global distribution footprint to strengthen our regional relationships and brand, and investing in new technology and the core infrastructure of the firm.

The industry in which we operate has been evolving quickly and a number of headwinds have arisen over the last few years, including passive investments taking market share from traditional active strategies;

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• Embed best practices for sustainability and environmental, social and corporate governance throughout the company.

• Maintain strong processes and controls, which is increasingly important with growing business complexity and regulation.

• Expand our investment capabilities and product offerings, including through our acquisition of OHA.

• Maintain strong processes and internal controls, which is increasingly important with growing business complexity and regulation.

• Remain a destination of choice for top talent, with a culture of diversity, inclusivity, empowerment, accountability and collaboration.

• Deliver attractive financial results and balance sheet strength for our stockholders over the long term.

• Deliver strong financial results and balance sheet strength for our stockholders over the long term.

Financial Overview / Assets Under Management

We derive the vast majority of our consolidated net revenues and net income from investment advisory services provided by our subsidiaries, primarily T.

During 2021, we derived the vast majority of our consolidated net revenues and net income from investment advisory services provided by our subsidiaries, primarily T.

Rowe Price Associates and T.

Rowe Price International Ltd.

In November 2020, we announced our plan to establish T.

Beginning in 2022, investment advisory services provided to OHA-affiliated investment products and vehicles will be included in consolidated net revenues and net income.

Previously, in November 2020, we announced our plan to establish T.

Rowe Price Investment Management, a separate SEC-registered investment advisor, to support our continued focus on generating strong investment results for clients.

Rowe Price Investment Management is anticipated to begin operations in the second half of 2022.

Rowe Price Investment Management is anticipated to begin operations in March 2022.

Subsequent to this date, services related to this investment advisor will be included in our consolidated net revenue and net income.

Our revenues depend largely on the total value and composition of our assets under management.

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At December 31, 2021, we had $1,687.8 billion in assets under management, including $871.4 billion in U.S.

mutual funds, $400.1 billion in subadvised funds and separately managed accounts, and $275.8 billion in collective investment trusts, and other T.

Rowe Price products.

mutual funds, $437.1 billion in subadvised funds and separately managed accounts (including $10.9 billion of OHA separate accounts), $343.3 billion in collective investment trusts and other T.

Rowe Price products, and $36.0 billion in private investment funds and CLOs.

The acquisition of OHA completed on December 29, 2021 included $57 billion of capital under management (which includes net assets value, portfolio value and/or unfunded capital), of which $46.9 billion of fee-basis assets under management are included in our assets under management as of December 31, 2021.

Assets under management increased $217.3 billion from the end of 2020.

This increase was driven by market appreciation and income, net of distributions not reinvested, of $256.9 billion and net cash inflows of $5.6 billion for 2020.

In addition, we acquired client contracts from PNC Bank during 2020 that added $1.2 billion of stable value assets under management.

This increase was primarily driven by market appreciation and income, net of distributions not reinvested, of $198.9 billion and fee-basis assets under management of $46.9 billion that was acquired in the OHA acquisition.

These increases were partially offset by net cash outflows of $28.5 billion for 2021.

The following tables show our assets under management by vehicle, asset class, distribution channel, and account type:

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Rowe Price collective investment trusts and other sponsored investment products 343.3 275.8

Affiliated private investment funds and CLOs 36.0 —

Total assets under management $ 1,687.8 $ 1,470.5

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Multi-Asset (1)

Alternatives (2)

Total assets under management $ 1,687.8 $ 1,470.5

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(1) The underlying assets under management of the multi-asset portfolios have been aggregated and presented in this category and not reported in the equity and fixed income rows.

(2) The alternatives asset class includes strategies authorized to invest more than 50% of its holdings in private credit, leveraged loans, mezzanine, real assets/CRE, structured products, stressed / distressed, non-investment grade CLOs, special situations, or have absolute return as its investment objective.

Generally, only those strategies with longer than daily liquidity are included.

(3) Includes Americas, Europe, Middle East and Africa ("EMEA"), and Asia Pacific ("APAC").

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Rowe Price investments in proprietary products, assets of the T.

Rowe Price employee benefit plans, Private Asset Management accounts, and other.

In 2020, our target date retirement products experienced net cash outflows of $6.5 billion.

Rowe Price employee benefit plans, Private Asset Management accounts, and other as well as OHA products.

(5) The 2020 amounts have been reclassified to conform with the 2021 presentation.

In 2021, our target date retirement products experienced net cash inflows of $11.3 billion.

The assets under management in our target date retirement products totaled $391.1 billion at December 31, 2021, or 23.2% of our managed assets at December 31, 2021, compared with 22.6% at the end of 2020.

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We distribute our products across three broad geographical regions:

Americas, Europe, Middle East and Africa ("EMEA"), and Asia Pacific ("APAC").

Europe, Middle East and Africa ("EMEA");

and Asia Pacific ("APAC").

We service clients in 50 countries around the world.

Investors domiciled outside the U.S.

represented over 9% of total assets under management at the end of 2020.

Investors domiciled outside the U.S., including OHA's clients, represented about 10% of total assets under management at the end of 2021.

We accumulate our assets under management from a diversified client base across five primary distribution channels:

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Separate / Subadvised Accounts

College Savings Plans Japanese ITMs (5)

Model Portfolios (1)

Japanese ITMs (5)

Active Exchange-Traded Funds Canadian Pooled Funds

Canadian Pooled Funds Managed Accounts / Model Delivery Japanese ITMs (5)

Active Exchange-Traded Funds Cayman Funds

(1) Société d'Investissement à Capital Variable (Luxembourg), (2) Fonds Commun de Placement (Luxembourg), (3) Open-Ended Investment Company (U.K.), (4) Provided through our ActivePlus Portfolios, (5) Japanese Investment Trust Management Funds

College Savings Plans Managed Accounts / Model Delivery Japanese ITMs (5)

Canadian Pooled Funds Private Funds

Active Exchange-Traded Funds

(1) Mutual fund models delivered to a third-party program sponsor, .

(2) Société d'Investissement à Capital Variable (Luxembourg), (3) Fonds Commun de Placement (Luxembourg), (4) Open-Ended Investment Company (U.K.), (5) Japanese Investment Trust Management Funds, (6) Provided through our ActivePlus and Retirement Advisory Service Portfolios.

Investment Capabilities

We manage a broad range of investment strategies in equity, fixed income, and multi-asset across sectors, styles and regions.

We manage a broad range of investment strategies in equity, fixed income, multi-asset, and alternatives across sectors, styles and regions.

Our strategies are designed to meet the varied and changing needs and objectives of investors and are delivered across a range of vehicles.

The alternatives asset class includes strategies authorized to invest more than 50% of its holdings in private credit, leveraged loans, mezzanine, real assets, structured products, stressed / distressed, non-investment grade CLOs, special situations, or have absolute returns as its investment objective.

Generally, only those strategies with longer than daily liquidity are included.

We also offer specialized advisory services, including management of stable value investment contracts, modeled multi-asset solutions, and a distribution management service for the disposition of equity securities our clients receive from third-party venture capital investment pools.

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Global / International:

All-Cap, Large-Cap, Small-Cap, Sectors, Regional Large-Cap Large-Cap Large-Cap Large-Cap (Growth & Value) All-Cap, Large-Cap

Stable Value High Yield / Bank Loans Emerging Markets Credit Multi-Sector Government / Securitized Municipal

Stable Value, Taxable, Tax-Exempt Credit Opportunities, Bank Loans, High Yield N/R Investment Grade Corporate, Long Duration Enhanced Index, Short-Term, Core, Core Plus, Investment Grade Core, Total Return, Ultra Short-Term Inflation Protection, Securitized/GNMA, Treasury High Yield, Intermediate, Long-Term, Short/Intermediate

All-Cap, Large-Cap, Small-Cap, Sectors, Regional Large-Cap Large-Cap, Regional Large-Cap Large-Cap (Growth & Value) All-Cap, Large-Cap

Cash Low Duration High Yield / Bank Loans Government Securitized Investment Grade Credit

Taxable Money, Tax-Exempt Money Stable Value, Short-Term Bond, Short Duration Income, Ultra-Short Term Bond Credit Opportunities, Floating Rate, US High Yield US Inflation Protection, US Treasury Securitized Credit, CLO, GNMA US Investment Grade

Global / International:

N/R Euro High Yield, High Income, High Yield Corporate, Hard Currency, Local Currency Asia Credit, Dynamic Credit, Dynamic Investment Grade Corporate, Investment Grade Corporate, Euro Investment Grade Corporate Global Multi-Sector, Aggregate, Global ex US Government N/R

N/R N/R Euro High Yield, High Income, Global High Yield Global Government Bond, Global Government Bond ex-Japan, Global Government Bond High Quality N/R Global Investment Grade Corporate, Euro Investment Grade Corporate, Global Impact Credit

N/R - Not relevant

Fixed Income, cont'd

Multi-Sector Dynamic Suite Emerging Markets Municipal

QM US Bond, US Core Bond, US Core Plus, US Investment Grade Core, US Total Return N/R N/R Tax-Free High Yield, Intermediate Tax-Free High Yield, Muni Intermediate, Tax-Free Long-Term, Tax-Free Short/Intermediate

Global / International:

Global Multi-Sector, Global Aggregate, International Bond, Euro Aggregate Dynamic Credit, Dynamic Global Bond, Dynamic Global Bond Investment Grade, Dynamic Emerging Markets Bond EM Bond, EM Corporate, EM Corporate High Yield, EM Corporate Investment Grade, EM Local Bond, Asia Credit N/R

N/R - Not relevant

/ Global / International:

Target Date, Custom Target Date Target Allocation Global Allocation Global Income Managed Volatility

Custom Solutions Real Assets Retirement Income Alternatives

Custom Solutions Real Assets Retirement Income

/ Global / International:

Private Credit Leveraged Loans Mezzanine Real Assets / CRE Structured Products

Stressed / Distressed CLOs - non-investment grade Special Situations

We employ fundamental and quantitative security analysis in the performance of the investment advisory function through substantial internal equity and fixed income investment research capabilities.

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Our research staff operates primarily from offices located in the U.S.

with additional staff based in Australia, Hong Kong, Japan, Singapore, and Switzerland.

with additional staff based in Australia, China, Hong Kong, Japan, Singapore, and Switzerland.

We also use research provided by brokerage firms and security analysts in a supportive capacity and information received from private economists, political observers, commentators, government experts, and market analysts.

Our securities selection process for some investment portfolios is based on quantitative analysis using computerized data modeling.

From time to time, we introduce new strategies, investment vehicles, and other products to complement and expand our investment offerings, respond to competitive developments in the financial marketplace, and meet the changing

needs of our investment advisory clients.

We will introduce a new investment strategy if we believe that we have the appropriate investment management expertise and that its objective will be useful to investors over a long period.

In 2020, we introduced six new strategies and several new vehicles, like our active exchange-traded funds, and share classes of existing strategies.

In 2021, we introduced five new strategies and several new share classes of existing strategies.

We typically provide seed capital for new investment products to enable the portfolio manager to begin building an investment performance history in advance of the portfolio receiving sustainable client assets.

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Strategy Year closed

Mid-Cap Growth 2010

High Yield Bond 2012

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Ten of our 185 U.S.

mutual funds - Blue Chip Growth, Growth Stock, Capital Appreciation, New Horizons, Mid-Cap Growth, Large-Cap Growth, Health Sciences, International Discovery, Equity Income, and Emerging Markets Stock - accounted for approximately 30% of our investment advisory revenues in 2020, and approximately 22% of our assets under management at December 31, 2020.

mutual funds - Blue Chip Growth, Capital Appreciation, Growth Stock, New Horizons, Mid-Cap Growth, Large-Cap Growth, Health Sciences, International Discovery, Retirement 2030, and Dividend Growth - accounted for approximately 29% of our investment advisory revenues in 2021, and approximately 22% of our assets under management at December 31, 2021.

Our largest client account relationship, apart from the U.S.

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The individual fund rates are generally flat rates that are set based on the fund’s specific investment objective.

Several funds, including the Blue Chip Growth, Equity Income, Growth Stock, and Mid-Cap Growth funds, have an effective tiered individual fund rate in which their base individual flat rate is reduced by about 15% on net assets in excess of $15 billion.

The New Income and Value funds have their base individual flat rate reduced by about 15% on net assets in excess of $20 billion.

The Capital Appreciation Fund has its base individual flat rate reduced by 10% on net assets in excess of $27.5 billion.

The effective fee rates for each of the stock and bond funds on which we earned annual advisory fees of approximately $6.0 million or greater in 2020, varied from a low of 21 basis points for the Limited Duration Inflation Focused Bond Fund to a high of 104 basis points for the International Discovery fund.

Several funds have tiered individual fund rates that reduce their individual flat fee based on certain asset levels of the fund as described in their prospectus.

The effective fee rates for each of the stock, bond, and multi-asset funds on which we earned annual advisory fees of $10 million or greater in 2021, varied from a low of 31 basis points for the Short-Term Bond Fund to a high of 104 basis points for the International Discovery Fund.

The fee rate of several of the U.S.

mutual funds, including the Target-Date and Index funds as well as specific funds offered solely to institutional investors, does not include a group fee component but rather an individual fund fee or an all-inclusive fee.

mutual funds, including the Target-Date, Index funds, and Spectrum funds as well as specific funds offered solely to institutional investors, does not include a group fee component but rather an individual fund fee or an all-inclusive fee.

An all-inclusive fee covers both the investment management fee and ordinary operating expenses incurred by the fund and, as a result, our management fee varies with the level of operating expenses a fund incurs.

In the second quarter of 2020, the fee structure of the target date retirement funds changed that the investment advisory fee revenue is now earned at the target date retirement fund level rather than at the underlying mutual fund level.

The Spectrum Funds series we offer have no separate investment advisory fee;

rather, they bear the expenses of the funds in which they invest.

mutual fund typically bears all expenses associated with its operation and the issuance and redemption of its securities.

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Rowe Price in the future.

Further to these contractual fee waivers, due to the low interest rate environment in 2020, we voluntarily waived $20.4 million, or less than 1%, of our investment advisory fees from certain of our money market mutual funds, trusts, and other investment portfolios in order to maintain a positive yield for investors.

We expect to continue to waive fees in 2021, and we currently anticipate that the waivers for the first quarter of 2021 will be at or slightly above the level of waivers experienced in the fourth quarter of 2020.

We also expect that the fee waivers for the first quarter of 2021 will represent a high-water mark for fee waivers issued.

In addition to these contractual fee waivers, due to the low interest rate environment in 2021, we voluntarily waived $57.9 million, or less than 1%, of our investment advisory fees from certain of our money market mutual funds, trusts, and other investment portfolios in order to maintain a positive yield for investors.

The firm expects to continue to waive fees through at least the first half of 2022.

Subadvised funds, separate accounts, collective investment trusts, and other investment products

Our subadvised, separate accounts, collective investment trusts, and other investment products had assets under management of $780.4 billion at December 31, 2021, an increase of $104.5 billion from the beginning of the year.

This includes $10.9 billion of fee-basis assets under management attributable to separate accounts that were acquired as part of the OHA acquisition.

Other investment products include open-ended investment products offered to investors outside the U.S.

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This recognition criteria can lead to uneven recognition of performance-based revenue throughout the year.

Our U.S.collective investment trusts, sponsored by T.

collective investment trusts, sponsored by T.

Rowe Price Trust Company and subscribed to by certain qualified U.S.

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mutual funds;

recordkeeping services for defined contribution retirement plans investing in mutual funds outside the T.

recordkeeping services for defined contribution

retirement plans investing in mutual funds outside the T.

Rowe Price complex;

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Rowe Price complex.

On August 1, 2021, T.

Rowe Price Retirement Plan Services expanded its relationship with FIS, a global technology leader, in which FIS assumed responsibility for managing retirement technology development and core operations for our full-service recordkeeping offering.

Rowe Price Retirement Plan Services also provides transfer agent services to the U.S.

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We believe that our lower fund cost structure, distribution methods, and fund shareholder and administrative services help promote the stability of our fund assets under management through market cycles.

We bear all advertising and promotion expenses associated with the distribution of our investment products.

These costs are recognized when incurred and include advertising and direct mail communications to potential shareholders, as well as substantial staff and communications capabilities to respond to investor inquiries.

Advertising and promotion expenses associated with the distribution of our investment products are recognized when incurred and include advertising and direct mail communications to potential shareholders, as well as substantial staff and communications capabilities to respond to investor inquiries.

Marketing and promotional efforts are focused in print media, television, and digital and social media.

Advertising and promotion expenditures vary over time based on investor interest, market conditions, new and existing investment offerings, and the development and expansion of new marketing initiatives, including the enhancement of our digital capabilities.

ACQUISITION OF OHA.

Beginning in 2022:

Rowe Price will recognize investment advisory fees related to certain OHA products.

OHA provides investment advisory services to private investment funds, CLOs and other private accounts in exchange for an investment advisory fee.

Investment advisory fees from private investment funds are determined either monthly or quarterly, and are generally based on the private investment fund’s net asset value or invested capital.

Investment advisory fees earned from CLOs include senior collateral management fees and subordinated collateral management fees, which are generally determined quarterly based on the sum of collateral principal amounts and the aggregate principal amount of all defaulted obligations.

If amounts distributable on any payment date are insufficient to pay the collateral management fee according to the priority of payments, any shortfall is deferred and payable on subsequent payment dates.

Investment advisory fees from private accounts are determined either monthly or quarterly and are generally based upon the net asset value of the account.

Rowe Price will recognize performance-based fees related to OHA products.

In connection with the management contracts from certain private accounts, OHA is entitled to receive performance-based incentive fees when investment returns exceed a certain performance hurdle.

In such arrangements, incentive fees are recognized when the performance benchmark has been achieved, which is generally measured on an annual basis.

Incentive fees are considered a form of variable consideration, and as such, these fees are subject to potential reversal up until the end of the measurement period (which is generally one year) when the performance-based incentive fees become fixed, determinable, and are not subject to significant reversal.

Incentive fees are generally paid within 90 days of the end of the private account’s measurement period.

Rowe Price will recognize income earned from interests in general partners of certain affiliated private investment funds that are entitled to a disproportionate allocation of income, which is also referred to as carried interest.

We will record our proportionate share of the investment funds' income assuming the funds were liquidated as of each reporting date pursuant to each investment fund's governing agreements.

A portion of this income will be allocated to non-controlling interest holders and will be reflected as compensation expense in the future.

All aspects of our business are subject to extensive federal, state, and foreign laws and regulations.

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Possible sanctions that may be imposed on us, in the event that we fail to comply, include the suspension of individual employees, limitations on engaging in certain business activities for specified periods of time, revocation of our investment adviser and other registrations, censures, and fines.

Furthermore, the regulations to which we are subject continue to change over time, resulting in uncertainty for our business as we must adapt to new laws and regulatory regimes.

As a global company which offers its products to customers in a variety of jurisdictions, our subsidiaries are registered with or licensed by various U.S.

and/or non-U.S.

We are subject to various securities, compliance, corporate governance, disclosure, privacy, anti-bribery and anti-corruption, anti-money laundering, anti-terrorist financing, and economic, trade and sanctions laws and regulations, both domestically and internationally, as well as to various cross-border rules and regulations, and the data protection laws and regulations of numerous

jurisdictions, including the General Data Protection Regulation (“GDPR”) of the European Union (“EU”).

We also must comply with complex and changing tax regimes in the jurisdictions where we operate our business.

The following table shows the regulator to certain of our subsidiaries:

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Within the U.S.

Securities & Exchange Commission ("SEC") - T.

Securities & Exchange Commission - T.

Rowe Price Associates - T.

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Rowe Price Advisory Services

Rowe Price Investment Management - Oak Hill Advisors

- Oak Hill Advisors (Europe) - OHA (UK)

All entities above are registered as investment advisers under the Investment Advisers Act of 1940, which imposes substantive regulation around, among other things, fiduciary duties to clients, transactions with clients, effective compliance programs, conflicts of interest, advertising, recordkeeping, reporting, and disclosure requirements.

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Outside the U.S.

Financial Conduct Authority ("FCA") - T.

Financial Conduct Authority - T.

Rowe Price International

Rowe Price UK

Securities and Futures Commission ("SFC") - T.

- Oak Hill Advisors (Europe)

Securities and Futures Commission - T.

Rowe Price Hong Kong

Monetary Authority of Singapore ("MAS") - T.

- Oak Hill Advisors (Hong Kong)

Monetary Authority of Singapore - T.

Rowe Price Singapore

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Rowe Price (Canada)

Commission de Surveillance du Secteur Financier ("CSSF") - T.

Commission de Surveillance du Secteur Financier - T.

Rowe Price (Luxembourg) Management Sàrl

- OHA Services Sàrl

Australian Securities and Investments Commission - T.

Rowe Price Australia

- Oak Hill Advisors (Australia) Pty

Japan Financial Services Agency - T.

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Serving the needs of retirement savers is an important focus of our business.

As a result, such activities are subject to regulators such as the U.S.

Such activities are subject to regulators such as the U.S.

Department of Labor, and applicable laws and regulations including the Employee Retirement Income Security Act of 1974.

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Rowe Price Investment Services is a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation.

This subsidiary provides brokerage services primarily to complement the other services provided to shareholders of the U.S.

This subsidiary provides brokerage services to our U.S.

mutual funds.

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As a result, such products have taken market share from active managers.

While we cannot predict how much market share these competitors will gain, we believe there will always be demand for good active management.

In order to maintain and enhance our competitive position, we may review acquisition and venture opportunities and, if appropriate, engage in discussions and negotiations that could lead to the acquisition of a new equity or other financial relationship.

While we cannot predict how much market share these competitors will gain, we believe there will always be demand for good active management investment products.

HUMAN CAPITAL.

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In order to attract and retain the highest quality talent, we develop key talent and succession plans, invest in Company diversity and inclusion initiatives, provide opportunities for our associates to learn and grow, provide strong, competitive, and regionally specific benefits and programs that promote the health and wellness of our associates, both personally and financially.

Our diversity and inclusion initiatives have garnered recognitions, including Pensions & Investments 2020 Best Places to Work in Money Management and Best Places to work for LGBTQ Equality by the Human Rights Campaign Foundation.

Our diversity, equity, and inclusion initiatives have garnered recognitions, including Pensions & Investments 2020 Best Places to Work in Money Management and Best Places to work for LGBTQ Equality by the Human Rights Campaign Foundation.

Although we have made progress in our workforce diversity representation, we seek to continuously improve in this area.

Our goal is to increase our hiring and the retention and development of talent from groups that are underrepresented in asset management, this includes both minorities and women.

Our goal is to increase our hiring and the retention and development of talent from groups that are underrepresented in asset management, including both women and ethnically diverse individuals.

Pursuant to this goal, each year we establish annual corporate diversity and inclusion goals to continue improving our hiring, development, advancement, and retention of diverse talent and our overall diversity representation.

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In addition, at the end of 2021, 29.9% of our U.S.

associates were racial and ethnic minorities.

associates were racially and ethnically diverse.

Furthermore, we are committed to pay equity for employees doing similar work, regardless of gender, race or ethnicity, and we conduct pay equity analyses on a regular basis and adjust our associates pay accordingly.

At December 31, 2020, we employed 7,678 associates, up 4.2% from the 7,365 associates employed at the end of 2019.

At December 31, 2021, we employed 7,529 associates, a decrease of 1.9% from the 7,678 associates employed at the end of 2020.

The decrease in the number of associates is directly a result of our expanded relationship with FIS Capital Markets US LLC ("FIS"), which began providing technology development and core operations for our full-service recordkeeping offering in August 2021, and in which approximately 800 T.

Rowe Price operations and technology associates transitioned to FIS on August 1, 2021.

On December 29, 2021, we added 333 associates as a result of the acquisition of OHA.

We may add temporary and part-time personnel to our staff from time to time to meet periodic and special project demands, primarily for technology and mutual fund administrative services.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business