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, 2022, 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.
−Removed: On December 29, 2021, T.
−Removed: Rowe Price Group, Inc.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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 2022, and has concluded that there was no change during the fourth quarter of 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
12 unchanged sentences
Furthermore, the effectiveness of internal controls can change with circumstances.
−Removed: On December 29, 2021, T.
−Removed: Rowe Price Group, Inc.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
Management has evaluated the effectiveness of internal control over financial reporting as of December 31, 2022, in relation to criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
16 unchanged sentences
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, 2022 and December 31, 2021, 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, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 15, 2023 expressed an unqualified opinion on those consolidated financial statements.
−Removed: The Company acquired Oak Hill Advisors, L.P.
−Removed: 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.
−Removed: 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.
−Removed: (Inco rporated by reference from Form 10-K Annual Report filed on February 11, 2021.)
+Added: (Incorporated 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.)
107 unchanged sentences
2020 Long-Term Incentive Plan.
−Removed: (Inco r p o r ated by reference from Form 10-K filed on February 11, 2021.)
+Added: (Incorporated 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.
12 unchanged sentences
Rowe Price Group, Inc., Oak Hill Advisors, L.P., and the holders of equity interests in OHA.
+Added: (Inco r porated by reference from Form 10-K filed on February 24, 2022.)
10.24 * Employment Agreement as of October 28, 2021, between T.
Rowe Price Group, Inc.
+Added: (Incorporated by reference from Form 10-K filed on February 24, 2022.)
10.25.1 Form of Lock Up Agreement as of October 28, 2021, between T.
4 unchanged sentences
Kertzner and Alan Schrager.
+Added: (Incorporated by reference from Form 10-K filed on February 24, 2022.)
10.25.2 Form of Lock Up Agreement as of October 28, 2021, between T.
1 unchanged sentence
and the other holders of equity interests in OHA.
+Added: (Incorporated by reference from Form 10-K filed on February 24, 2022.)
10.26 * Value Creation Agreement as of December 29, 2021 between T.
4 unchanged sentences
Kertzner and Alan Schrager.
+Added: (Incorporated by reference from Form 10-K filed on February 24, 2022.)
Rowe Price, Inc.
1986 Employee Stock Purchase Plan, Restated as of April 26, 2017, as amended.
+Added: (Incorporated by reference from Form 10-K filed on February 24, 2022.)
10.28 * Employment Agreement as of December 31, 2020, between T.
Rowe Price International Limited and Justin Thomson.
+Added: (Incorporated by reference from Form 10-K filed on February 24, 2022.)
10.29 * Summary of OHA Compensation Program .
+Added: (Incorporated by reference from Form 10-K filed on February 24, 2022.)
+Added: Rowe Price Group, Inc.
+Added: Mutual Fund Unit Plan .
+Added: ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022 .
+Added: 10.31 * Form of Notice of Grant--U.S.
+Added: 6-Month Notice Period--Material Risk Taker ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022 .
+Added: 10.32 * Form of Notice of Grant--U.S.
+Added: 6-Month Notice Period--Non-Material Risk Taker ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022 .
+Added: 10.33 * Form of Notice of Grant--U.S.
+Added: 3 -Month Notice Period-- Material Risk Taker ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022 .
+Added: 10.34 * Form of Notice of Grant--U.S.
+Added: 3-Month Notice Period--Non-Material Risk Taker ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022 .
+Added: 10.35 * Form of Notice of Grant--U.S.
+Added: No Notice Period ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022.)
+Added: 10.36 * Form of Notice of Grant--Non-U.S.--Material Risk Taker ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022.)
+Added: 10.37 * Form of Notice of Grant--Non-U.S.--Non-Material Risk Taker ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022.)
+Added: 10.38 * Form of Notice of Grant for Performance Based Awards--U.S.--Material Risk Taker ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022.)
+Added: 10.39 * Form of Notice of Grant for Performance Based Awards--U.S.--Non-Material Risk Taker ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022.)
+Added: 10.40 * Form of Notice of Grant for Performance Based Awards--Non-U.S.--Material Risk Taker ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022.)
+Added: 10.41 * Form of Notice of Grant for Performance Based Awards--Non-U.S.--Non-Material Risk Taker ( Incorporated by reference from Form 8-K Current Report filed on December 2 , 2022.)
21 Subsidiaries of T.
33 unchanged sentences
Rominger, Director
−Removed: /s/ Olympia J.
−Removed: Snowe, Director
/s/ Robert J.
10 unchanged sentences
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.