What changed in this filing

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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-11 · 63 added, 27 removed, 224 unchanged (29% of the section changed)

2 unchanged sentences

Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures as of December 31, 2021, 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 our Form 10-K annual 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.

On December 29, 2021, T.

Rowe Price Group, Inc.

completed its acquisition of Oak Hill Advisors, L.P., (OHA) and certain other entities that had common ownership that was accounted for as a business combination.

Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to OHA.

Total assets of OHA that were excluded from management’s assessment constitute 6% of the Company’s consolidated total assets as of December 31, 2021.

Management’s basis for exclusion included the complexity of the acquired business, the timing between acquisition and fiscal year end, and expected integration plans during the fiscal year ending December 31, 2022.

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 fourth quarter of 2021, and has concluded that there was no change during the fourth quarter of 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1 unchanged sentence

Other Information.

On February 11, 2021, we issued a press release announcing that Robert W.

Sharps has been named T.

Rowe Price's President, Head of Investments and Chief Investment Officer, and that Ms.

Dufétel has been named our Chief Operating Officer, in addition to her role as our Chief Financial Officer and Treasurer.

On February 9, 2021, our Board of Directors approved the amendment and restatement of T.

Rowe Price Group, Inc.'s Amended and Restated By-Laws (the “By-Laws”), effective February 9, 2021.

The By-Laws include the following amendment:

Article 4, Sections 4.01 and 4.03 of the By-Laws have been amended primarily to allow T.

Rowe Price to appoint a President who is not a director of T.

The foregoing description is qualified in its entirety by the By-Laws which are attached hereto as Exhibit 3.1

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

7 unchanged sentences

Furthermore, the effectiveness of internal controls can change with circumstances.

On December 29, 2021, T.

Rowe Price Group, Inc.

completed its acquisition of Oak Hill Advisors, L.P., (OHA) and certain other entities that had common ownership that was accounted for as a business combination.

Total assets of OHA that were excluded from management’s assessment constitute 6% of the Company’s consolidated total assets as of December 31, 2021.

Management has evaluated the effectiveness of internal control over financial reporting as of December 31, 2021, in relation to criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

3 unchanged sentences

February 24, 2022

/s/ William J.

Chief Executive Officer and Chairman of the Board of Directors

/s/ Céline S.

Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

/s/ Robert W.

Chief Executive Officer and President

/s/ Jennifer B.

Vice President, Chief Financial Officer and Treasurer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

6 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, "the consolidated financial statements"), and our report dated February 11, 2021 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and December 31, 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2022 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Oak Hill Advisors, L.P.

during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, Oak Hill Advisors, L.P.’s internal control over financial reporting associated with 6% of total assets and 0% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Oak Hill Advisors, L.P.

Basis for Opinion

40 unchanged sentences

Rowe Price Group, Inc., as of February 9, 2021.

(Inco rporated by reference from Form 10-K Annual Report filed on February 11, 2021.)

4.1 Description of Capital Stock (Incorporated by reference from Form 10-K Annual Report filed on February 13, 2020.)

98 unchanged sentences

10.16.3 * Supplemental Savings Plan - Schedule 4 - Luxembourg Addendum (Incorporated by reference from Form S-8 registration statement filed on July 27, 2016.)

10.16.4 * Employment Agreement as of March 15, 2016, between T.

Rowe Price International Limited and Christopher Alderson.

(Incorporated by reference from Form 10-Q filed on April 26, 2016.)

10.17 * 2017 Non-Employee Director Equity Plan, as amended (Incorporated by refere nce from Form 10-K Annual Report filed on February 13, 2020.)

10.17 * 2017 Non-Employee Director Equity Plan, as amended (Incorporated by reference from Form 10-K Annual Report filed on February 13, 2020.)

10.18 * Statements of additional terms and conditions for awards granted under the 2017 Non-Employee Director Equity Plan (Incorporated by reference from Form S-8 registration statement filed on April 27, 2017.)

6 unchanged sentences

2020 Long-Term Incentive Plan.

(Inco r p o r ated by reference from Form 10-K filed on February 11, 2021.)

10.21.2 * Form of Notice of Grant of Restricted Stock Units Award (with supplemental vesting) issued under the T.

1 unchanged sentence

2020 Long-Term Incentive Plan.

(Incorporated by reference from Form 10-K filed on February 11, 2021.)

10.22.1 * Form of Notice of Grant of Performance-Based Restricted Stock Units Award issued under the T.

1 unchanged sentence

2020 Long-Term Incentive Plan.

(Incorporated by reference from Form 10-K filed on February 11, 2021.)

10.22.2 * Form of Notice of Grant of Performance-Based Restricted Stock Units Award (with supplemental vesting) issued under the T.

Rowe Price Group, Inc.

2020 Long-Term Incentive Pla n.

2020 Long-Term Incentive Plan.

(Incorporated by reference from Form 10-K filed on February 11, 2021.)

10.23 Transaction Agreement dated October 28, 2021, between T.

Rowe Price Group, Inc., Oak Hill Advisors, L.P., and the holders of equity interests in OHA.

10.24 * Employment Agreement as of October 28, 2021, between T.

Rowe Price Group, Inc.

10.25.1 Form of Lock Up Agreement as of October 28, 2021, between T.

Rowe Price Group, Inc.

and each of Glenn R.

August, William H.

Bohnsack, Jr., Adam B.

Kertzner and Alan Schrager.

10.25.2 Form of Lock Up Agreement as of October 28, 2021, between T.

Rowe Price Group, Inc.

and the other holders of equity interests in OHA.

10.26 * Value Creation Agreement as of December 29, 2021 between T.

Rowe Price Group, Inc.

and each of Glenn R.

August, William H.

Bohnsack, Jr., Adam B.

Kertzner and Alan Schrager.

Rowe Price, Inc.

1986 Employee Stock Purchase Plan, Restated as of April 26, 2017, as amended.

10.28 * Employment Agreement as of December 31, 2020, between T.

Rowe Price International Limited and Justin Thomson.

10.29 * Summary of OHA Compensation Program

21 Subsidiaries of T.

4 unchanged sentences

32 Section 1350 Certifications.

99.1 Press Release dated February 11, 2021.

101 The following series of unaudited XBRL-formatted documents are collectively included herewith as Exhibit 101.

10 unchanged sentences

Rowe Price Group, Inc.

/s/ William J.

Stromberg, Chief Executive Officer and Chairman of the Board of Directors

/s/ Robert W.

Sharps, Chief Executive Officer and President (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 24, 2022.

/s/ William J.

Stromberg, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

Stromberg, Chairman of the Board of Directors

/s/ Robert W.

Sharps, Chief Executive Officer, President, and Director (Principal Executive Officer)

August, Director

Bartlett, Director

5 unchanged sentences

MacLellan, Director

/s/ Eileen P.

Rominger, Director

/s/ Olympia J.

7 unchanged sentences

Wilson, Director

/s/ Céline S.

Dufétel, Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

(Principal Financial Officer)

/s/ Jennifer B.

Dardis, Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

/s/ Jessica M.

1 unchanged sentence

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 9A. Controls and Procedures