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Item 1. Business

2024-02-16 compared with 2023-02-15 · 144 added, 275 removed, 186 unchanged (69% of the section changed)

Rowe Price Group, Inc.

Rowe Price", "we", "us", or "our") is a financial services holding company that provides global investment management services through its subsidiaries to investors worldwide.

We provide an array of U.S.

mutual funds, subadvised funds, separately managed accounts, collective investment trusts, and other sponsored products.

The other sponsored products include:

open-ended investment products offered to investors outside the U.S., products offered through variable annuity life insurance plans in the U.S., affiliated private investment funds and collateralized loan obligations.

Rowe Price Group", "T.

Rowe Price", "the firm", "we", "us", or "our") is a financial services holding company that provides global investment management services through its subsidiaries to investors worldwide.

We are driven by our purpose:

to identify and actively invest in opportunities to help people thrive in an evolving world.

With more than 80 years of experience, we provide a broad range of investment solutions across equity, fixed income, multi-asset, and alternative capabilities for clients around the world— from individuals to advisors to institutions to retirement plan sponsors.

We also provide certain investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services;

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and non-discretionary advisory services through model delivery.

We are focused on delivering global investment management excellence to help clients around the world achieve their long-term investment goals.

We take an active, independent approach to investing, offering our dynamic perspective and meaningful partnership, so our clients can feel more confident.

The late Thomas Rowe Price, Jr., founded our firm in 1937, and the common stock of T.

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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").

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.

As of December 31, 2022, OHA had $57 billion of capital under management (which includes net asset value, portfolio value and/or unfunded capital).

Core Capabilities

Our common stock trades on the NASDAQ Global Select Market under the symbol "TROW".

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

We maintain a strong corporate culture that is focused on delivering strong long-term investment performance and world-class service to our clients.

We distribute our broad array of active investment strategies through a diverse set of distribution channels and vehicles to meet the needs of our clients globally.

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

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 and a number of headwinds have arisen over the last few years, including passive investments taking market share from traditional active strategies;

We distribute our broad array of active investment solutions through a diverse set of distribution channels and vehicles to meet the needs of our clients globally.

These vehicles include an array of U.S.

mutual funds, collective investment trusts, subadvised funds, separately managed accounts, and other sponsored products.

The other sponsored products include:

The investment management industry has been evolving and industry participants are facing several challenging trends including passive investments taking market share from traditional active strategies;

continued downward fee pressure;

demand for new investment vehicles to meet client needs;

capacity challenges with some of our mutual funds and portfolios and an ever-changing regulatory landscape.

Despite the headwinds, we believe there are significant opportunities that align to our core capabilities.

As such, we have been responding with several strategic, multi-year initiatives that are designed to strengthen our long-term competitive position and to:

• Access growth through improved investment vehicles, technology, sales and content.

• Focus on further growth in countries where we have an existing business by investing more in resources, products, and marketing in high opportunity countries.

• Deepen client relationships and renew our individual client base by innovating and investing in our capabilities to deliver a differentiated offer to clients.

• Broaden our reach in the private and alternatives market by leveraging our distribution channels and organically expanding our investment capabilities.

and an ever-changing regulatory landscape.

It is also a unique time in our industry with a significant amount of money remaining out of the market as investors maintain a shorter investment time horizon and relatively low risk appetite.

Despite these challenging trends, we believe there are significant opportunities that align to our core capabilities.

Our ongoing financial strength and discipline allows us to respond to these opportunities with several strategic, multi-year initiatives that are designed to strengthen our long-term competitive position and to:

• Sustain our leadership position in retirement.

• Access growth of the U.S.

wealth management channel through improved vehicle capabilities, technology, specialist sales, and content.

• Focus on further global growth in select high-opportunity countries where we have existing business by investing more in resources, products, and marketing.

• Deepen client relationships and renew our individual investor base by innovating and investing in our capabilities to deliver world class service and a differentiated offer to clients.

• Broaden our reach in the private and alternatives market by leveraging our distribution channels and expanding our investment capabilities.

• Strengthen our distribution technology to enhance the digital client experience and client reporting.

• Attract and retain top talent, enable effective hybrid collaboration, and deliver on our expanded diversity, equity, and inclusion goals.

• Nurture our brand globally and leverage it effectively across channels and geographies.

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

Financial Overview / Assets Under Management

During 2022, 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, T.

Rowe Price International Ltd., and OHA.

In March 2022, we established and launched T.

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

Since its launch in March 2022, services related to this investment advisor have been included in our consolidated net revenue and net income.

ASSETS UNDER MANAGEMENT (AUM).

During 2023, we derived most of our consolidated net revenues and net income from investment advisory services provided by our subsidiaries, primarily T.

Rowe Price Associates (TRPA), T.

Rowe Price Investment Management (TRPIM), Oak Hill Advisors (OHA), and T.

Rowe Price International Ltd (TRPIL).

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

Accordingly, fluctuations in financial markets and in the composition of assets under management impact our revenues and results of operations.

At December 31, 2022, we had $1,274.7 billion in assets under management, including $627.8 billion in U.S.

mutual funds, $320.5 billion in subadvised funds and separately managed accounts, $288.9 billion in collective investment trusts and other sponsored investment products, and $37.5 billion in private investment funds and CLOs.

Assets under management decreased $413.1 billion from the end of 2021.

This decrease was primarily driven by market depreciation and losses, including distributions not reinvested, of $351.4 billion and net cash outflows of $61.7 billion.

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

(in billions) 2022 2021

Assets under management by vehicle

mutual funds $ 627.8 $ 871.4

Subadvised and separately managed accounts 320.5 437.1

Rowe Price collective investment trusts and other sponsored investment products:

Collective investment trusts 223.9 258.3

Stable value, variable annuity products, and exchange-traded funds 29.6 29.1

SICAVs and other sponsored funds regulated outside the U.S.

Rowe Price collective investment trusts and other sponsored investment products 288.9 343.3

Affiliated private investment funds and CLOs 37.5 36.0

Total assets under management $ 1,274.7 $ 1,687.8

Assets under management by asset class

Equity $ 664.2 $ 992.7

Fixed income, including money market 167.0 175.7

At December 31, 2023, we had $1,444.5 billion in assets under management, an increase of $169.8 billion from 2022.

This increase in assets under management was driven by market appreciation, net of distributions not reinvested, of $251.6 billion, offset by net cash outflows of $81.8 billion.

In 2023, our target date retirement products experienced net cash inflows of $13.1 billion.

The assets under management in our target date retirement products totaled $408.4 billion at December 31, 2023, or 28.3% of our managed assets at December 31, 2023, compared with 26.2% at the end of 2022.

The following charts show our AUM by asset class, client type, geography, and account type as of December 31 for the prior three years:

Equity Institutional (3)

Fixed Income, including money market Retail (4)

Multi-Asset (1)

Alternatives (2)

Total assets under management $ 1,274.7 $ 1,687.8

Assets under management by distribution channel

Global financial intermediaries (3)

$ 629.2 $ 876.5

Global institutions (3)(4)

Individual U.S.

investors on a direct basis 190.1 244.8

retirement plan sponsors - full service recordkeeping 132.8 162.7

Total assets under management $ 1,274.7 $ 1,687.8

Assets under management by account type (5)

Defined contribution retirement assets:

Defined contribution - investment only $ 428.6 $ 557.1

Defined contribution - full-service recordkeeping 132.4 162.6

Total defined contribution retirement assets 561.0 719.7

Deferred annuity and direct retail retirement assets 285.0 382.4

Total defined contribution, deferred annuity, and direct retail retirement assets 846.0 1,102.1

Other 428.7 585.7

Total assets under management $ 1,274.7 $ 1,687.8

(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.

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

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

(4) Includes seed investments in proprietary products, assets of the T.

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

In 2022, our target date retirement products experienced net cash inflows of $11.3 billion.

The assets under management in our target date retirement products totaled $334.2 billion at December 31, 2022, or 26.2% of our managed assets at December 31, 2022, compared with 23.2% at the end of 2021.

(3) Institutional includes assets sourced from institutions along with defined contribution assets, including assets sourced through intermediaries and our full-service recordkeeping business.

(4) Retail includes assets sourced through our direct-marketed business and financial intermediaries.

United States U.S.

Defined Contribution

APAC, EMEA, Canada Other Retirement

Other Accounts

Additional information concerning our assets under management, results of operations, and financial condition during the past three years is contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7, as well as our consolidated financial statements, which are included in Item 8 of this Form 10-K.

SERVICES AND CAPABILITIES.

INVESTMENT MANAGEMENT SERVICES.

Distribution Channels and Products

We distribute our products across three broad geographical regions:

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

and Asia Pacific ("APAC").

We service clients in 55 countries around the world.

Investors domiciled outside the U.S.

represented about 9% of total assets under management at the end of 2022.

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

Americas financial intermediaries, EMEA & APAC financial intermediaries, individual U.S.

investors on a direct basis, U.S.

retirement plan sponsors for which we provide recordkeeping services, and global institutions.

The following table outlines the types of products within each distribution channel through which our assets under management are sourced as of December 31, 2022.

Americas financial intermediaries EMEA & APAC financial intermediaries Individual U.S.

investors on a direct basis U.S.

retirement plan sponsors - full service recordkeeping Global institutions

Mutual Funds SICAVs (2) / FCPs (3)

Mutual Funds U.S.

Collective Investment Trusts Australian Unit Trusts ("AUTs") Separate Accounts Collective Investment Trusts Collective Investment Trusts

Subadvised Accounts OEICs (4)

College Savings Plans Separate Accounts SICAVs (2) / FCPs (3)

Managed Accounts / Model Delivery Subadvised Accounts Model Portfolios (6)

Separate / Subadvised Accounts

Model Portfolios (1)

Japanese ITMs (5)

Active Exchange-Traded Funds Canadian Pooled 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

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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:

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

N/R - Not relevant

Fixed Income, cont'd

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

Multi-Sector Dynamic Suite Emerging Markets Municipal Impact

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 N/R

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

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 Global Impact Credit

N/R - Not relevant

N/O - Not offered

/ Global / International:

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

Custom Solutions Real Assets Retirement Income

Custom Solutions Real Assets Retirement Income N/O N/O

N/O - Not offered

/ 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.

We perform original industry and company research using such sources as inspection of corporate activities, management interviews, company-published financials and other information, and field checks with suppliers and competitors in the same industry and particular business sector.

Our dedicated, in-house research analysts consider tangible investment factors, such as financial information, valuation, and macroeconomics in tandem with intangible environmental, social, and corporate governance investment factors.

Stressed / Distressed CLOs - Non-Investment Grade Special Situations N/O N/O

N/O - Not offered

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

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

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

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

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 2022, 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.

The length of time we hold our seed capital investment will vary for each new investment product as it is highly dependent on how long it takes to generate cash flows into the product from unrelated investors.

We attempt to ensure that the new investment product has a sustainable level of assets from unrelated shareholders before we consider redemption of our seed capital investment in order to not negatively impact the new investment product's net asset value or its investment performance record.

We also provide seed capital for new investment products in the alternative asset class.

The length of time we hold our seed investment is dependent on the terms of each investment.

We introduce new strategies, investment vehicles, or other products to complement and expand our investment offerings, to respond to competitive developments in the financial marketplace, and to meet the changing needs of our clients.

A new strategy is solely dependent on our belief we have the appropriate investment management expertise and its objective will be useful to investors over a long period.

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

Generally, we ensure that the new investment product has a sustainable level of assets from unrelated shareholders before we consider redemption of our seed capital investment in order to not negatively impact the product's net asset value or its performance record.

At December 31, 2023, we had seed capital investments in our products of $1.4 billion.

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Strategy Year closed

High Yield Bond 2012

Small-Cap Growth 2013

Small-Cap Core 2013

Capital Appreciation 2014

Emerging Markets Growth 2018

International Small-Cap Growth 2018

Distribution Channels and Products

We distribute our products across a diversified client base across five primary distribution channels in three broad geographical regions:

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

and Asia Pacific ("APAC").

We service clients in 51 countries around the world.

Investors domiciled outside the U.S.

represented about 9% of total assets under management at the end of 2023.

The following table outlines the five distribution channels and products through which our assets under management are sourced as of December 31, 2023.

Vehicle Retail Institutional

Americas financial intermediaries EMEA & APAC financial intermediaries Individual U.S.

investors on a direct basis U.S.

Defined Contribution Global institutions

Mutual Funds x x x x

Collective Investment Trusts x x

Active Exchange-Traded Funds x x

College Savings Plans x x

Model Portfolios (1)

Managed Accounts / Model Delivery x x

Subadvised Accounts x x

Separate Accounts x x x

SICAVs (2) / FCPs (3)

Canadian Pooled Funds x x

Japanese ITMs (5)

Australian Unit Trusts x

Private Funds x

Collateralized Loan Obligations x

Business Development Company (BDC) x x

(1) Mutual fund models, .

Investment Advisory Fees

Our investment advisory fees are earned pursuant to agreements with our funds and/or clients, including investment products for which we provide sub-advisory services.

Our advisory fees are generally based as a percentage of AUM pursuant to such contractual arrangements.

The fee rate will vary depending on the services provided, the asset class and/or vehicle.

Through our subsidiaries, we provide investment advisory services to the U.S.

mutual funds;

clients on a subadvised or separately managed account basis;

collective investment trusts;

Rowe Price products.

Rowe Price products include:

Nearly 58% of our investment advisory fees are earned from our U.S.

mutual funds, while about 42% of our investment advisory fees are earned from our other investment portfolios.

At December 31, 2022, assets under our management in the U.S.

mutual funds aggregated $627.8 billion, a decrease of 28.0% from the beginning of the year.

Investment advisory services are provided to each U.S.

mutual fund under individual investment management agreements that grant the fund the right to use the

Rowe Price name.

The Boards of the respective funds, including a majority of directors who are not interested persons of the funds or of T.

Rowe Price Group (as defined in the Investment Company Act of 1940), must approve the investment management agreements annually and regularly review their fee structures.

Fund shareholders approve material changes to these investment management agreements.

We derive substantially all of our net revenue from investment advisory fees that are earned pursuant to agreements with our sponsored funds and clients.

Nearly 57% of our investment advisory fees are earned from our sponsored U.S.

mutual funds, with the remaining investment advisory fees earned from our collective investment trusts, subadvised funds, separately managed accounts, and other sponsored products.

The other sponsored investment portfolios include:

Our investment advisory fees are generally computed using the value of assets under management at a contracted annual fee rate or an effective fee rate for those products with a tiered-fee rate structure.

For the majority of our revenue, the value of the assets under management used to calculate the fees are based on a daily valuation.

The contracted fee rate(s) applied to the fund or account’s assets under management will vary depending on the services provided, the asset class, and vehicle.

For example, fee rates are typically higher for equities and alternatives as compared to multi-asset and fixed income products.

Additionally, fees rates are typically higher for commingled vehicles including U.S.

mutual funds, private investment funds and collective investment trusts as compared to separately managed accounts and subadvised funds.

Investment management agreements typically provide the ability for termination upon relatively short notice with little or no penalty.

Specifically, our sponsored U.S.

mutual fund investment management agreements must be approved, and fees are annually reviewed by the Boards of the respective funds, including a majority of directors who are not interested persons of the funds or of T.

Rowe Price Group (as defined in the Investment Company Act of 1940).

Additionally, fund shareholders must approve material changes to these investment management agreements.

Each agreement automatically terminates in the event of its assignment (as defined in the Investment Company Act) and, generally, either party may terminate the agreement without penalty after a 60-day notice.

The termination of one or more of these agreements could have a material adverse effect on our results of operations.

The advisory fee paid monthly by each of the U.S.

mutual funds is computed on a daily basis by multiplying a fund’s net assets by its effective fee rate.

A fund’s fee rate is either an all-in fee rate, an individual fund fee rate, or the sum of an individual fund fee rate and the tiered group fee rate.

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

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

The tiered group rate is based on the combined net assets of nearly all of the U.S.

mutual funds.

If the combined net assets of these U.S.

mutual funds exceed $845 billion, the weighted-average fee across pricing tiers is 28.1 basis points for the first $845 billion of net assets plus 26.0 basis points for net assets in excess of $845 billion.

The tiered group fee component will fluctuate with movements in our net asset value within the U.S.

mutual funds.

An all-in fee covers both the investment management fee and ordinary operating expenses incurred by the fund.

Investment management fees are waived or voluntarily reduced at times when a new fund is established.

These waivers or reductions are based on a specified percentage of its net asset value during the agreed upon period.

We may recover some or all of the waived fees, but such recovery is not assured.

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 $609.4 billion at December 31, 2022, a decrease of 21.9% from the beginning of the year.

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

and products offered through variable annuity life insurance plans in the U.S.

We earn investment management fees from these clients based on, among other things, the specific investment services to be provided, and these investment management fees are computed using the value of assets under management at a contracted annual fee rate or the products' effective fee rate for those with a tiered-fee rate structure.

The majority of assets under management within these products are based on daily valuation.

For these products, the agreement typically provides for termination upon relatively short notice with little or no penalty.

We currently also earn performance-based investment advisory fees on certain separately managed accounts.

These fees are currently immaterial to our total investment advisory fees and are only recognized when the performance condition has been met.

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

The following table details the services provided by certain of our subsidiaries based on our non-U.S.

global investment products:

Rowe Price Subsidiary Products Services Provided

Rowe Price (Luxembourg) Management Sàrl SICAVs / FCPs Management company

Rowe Price Australia AUTs Investment management

Rowe Price UK OEICs Authorized corporate director

Rowe Price (Canada) Canadian Pooled Funds Investment management

Rowe Price Japan Japanese ITMs Investment management

We distribute the products listed in the table above outside the U.S.

The termination of one or more of the U.S.

mutual fund agreements could have a material adverse effect on our results of operations.

We also earn performance-based investment advisory fees on certain separately managed accounts and affiliated private investment funds.

These performance-based fees are recognized when performance returns exceed the stated hurdle at the end of the performance period, which can lead to an uneven recognition pattern in a given year.

We distribute certain of our sponsored products outside the U.S.

through distribution agents and other financial intermediaries.

The fees we earn for distributing and marketing these products are part of our overall investment management fees for managing the product assets.

We currently recognize any related distribution fees paid to these financial intermediaries in distribution and servicing costs.

Private investment funds and CLOs

We also provide investment advisory services to private investment funds, CLOs and other private accounts in exchange for an investment advisory fee.

At December 31, 2022, fee basis assets under management for these vehicles totaled $37.5 billion, an increase of $1.5 billion from the beginning of the year.

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.

We also recognize performance-based fees related to these products.

In connection with the management contracts from certain private accounts, we are 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 not subject to significant reversal.

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

We recognize any related distribution fees paid to these financial intermediaries in distribution and servicing costs.

CAPITAL ALLOCATION-BASED INCOME.

We recognize income earned from general partner interests in certain affiliated private investment funds that are entitled to a disproportionate allocation of income, which we also refer to as carried interest.

We 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.

The income will fluctuate period-to-period and the realization of accrued carried interest occurs over a number of years.

A portion of this income is allocated to non-controlling interest holders and is reflected in compensation expense as these holders are also employees.

ADMINISTRATIVE, DISTRIBUTION, AND SERVICING FEES.

Administrative Services

We also provide certain administrative services as ancillary services to our investment advisory clients.

These administrative services are provided by several of our subsidiaries and include mutual fund transfer agent, accounting, distribution, and shareholder services;

participant recordkeeping and transfer agent services for defined contribution retirement plans investing in U.S.

We also provide certain ancillary administrative services to our investment advisory clients.

These administrative services are provided by several of our subsidiaries and include mutual fund transfer agent, fund/portfolio accounting, distribution, and shareholder services;

participant recordkeeping and transfer agent services for defined contribution retirement plans investing in our sponsored U.S.

mutual funds;

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and non-discretionary advisory services.

Rowe Price Services provides the U.S.

mutual funds transfer agency and shareholder services, including the staff, facilities, technology, and other equipment to respond to inquiries from fund shareholders.

mutual funds contract directly with BNY Mellon to provide mutual fund accounting services, including maintenance of financial records, preparation of financial statements and reports, daily valuation of portfolio securities, and computation of each mutual fund's daily net asset value per share.

Rowe Price Retirement Plan Services provides participant accounting and plan administration for defined contribution retirement plans that invest in the U.S.

mutual funds, the T.

Rowe Price collective investment trusts, and

funds outside the T.

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.

mutual funds.

The pricing on these transfer agent services is based on basis points of the related assets under management.

Plan sponsors and participants compensate us for some of the administrative services while the U.S.

mutual funds and outside fund families compensate us for maintaining and administering the individual participant accounts for those plans that invest in the respective funds.

As of December 31, 2022, we provided recordkeeping services for $214 billion in assets under administration, of which nearly $133 billion are assets we manage.

Rowe Price Trust Company also provides administrative trustee services.

Through this entity, which is a Maryland-chartered limited service trust company, we serve as trustee for employer sponsored retirement plans and other retirement products.

Rowe Price Trust Company may not accept deposits and cannot make personal or commercial loans.

Our trust vehicles are not mutual funds.

As such, trust requirements can result in lower compliance and administrative costs over other vehicles with a similar investment strategy.

Our trust vehicles include investments in equity, fixed income and multi-asset assets.

We also provide discretionary and non-discretionary advisory planning services to individual investors through our subsidiary T.

Rowe Price Advisory Services, Inc.

These services are limited in scope, and advice recommendations consist solely of mutual funds advised by T.

Rowe Price Associates or its affiliates that have been selected for inclusion in these services.

These services include, but are not limited to, point-in-time financial planning, asset allocation advice, and discretionary advice through a solely digital experience.

Rowe Price subsidiaries also provide non-discretionary advisory services to model delivered managed accounts.

For these model delivered managed accounts, we provide the holdings and trades of the portfolio to the sponsor platforms to implement for their clients.

The assets under advisement in these portfolios, predominantly in the United States, was $8 billion at December 31, 2022.

The revenue earned on these services is recorded in administrative fees.

Distribution and Servicing

Our subsidiary, T.

Rowe Price Investment Services ("TRPIS"), is the principal distributor of the U.S.

Rowe Price Investment Services, is the principal distributor of our U.S.

mutual funds and contracts with third-party financial intermediaries who distribute these share classes.

TRPIS enters into agreements with each intermediary under which each fund is responsible to pay the distribution and service fees directly to the applicable intermediaries.

The Investor Class of all U.S.

mutual funds can be purchased in the U.S.

on a no-load basis, without a sales commission or 12b-1 fee.

No-load mutual fund shares offer investors a low-cost and relatively easy method of directly investing in a variety of equity, fixed income, and multi-asset strategies.

The I Class of certain U.S.

mutual funds is designed to meet the needs of institutionally oriented clients who seek investment products with lower shareholder servicing costs and lower expense ratios.

This share class limits ordinary operating expenses (other than interest;

expenses related to borrowings, taxes, and brokerage;

and any non-extraordinary expenses) to 5 basis points for a period of time and there are no external 12b-1 or administrative fee payments.

Certain of the U.S.

mutual funds also offer Advisor Class and R Class shares that are distributed to investors and defined contribution retirement plans, respectively.

These share classes pay 12b-1 fees of 25 and 50 basis points, respectively, for distribution, administration, and personal services.

In addition, those U.S.

mutual funds offer Advisor Class and R Class shares that are distributed to investors and defined contribution retirement plans, respectively.

These share classes pay 12b-1 fees of 25 and 50 basis points, respectively, out of fund assets, for distribution, administration, and personal services.

In addition, U.S.

mutual funds offered to investors through variable annuity life insurance plans have a share class that pays a 12b-1 fee of 25 basis points.

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.

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.

CAPITAL ALLOCATION-BASED INCOME.

We 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 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 is allocated to non-controlling interest holders and is reflected as compensation expense.

Capital allocation-based income will fluctuate period-to-period to reflect the adjustment to accrued carried interest for the change in value of the affiliated funds' underlying investments assuming the value was realized as of the end of the period, regardless of whether the fund's underlying investments have been realized.

The realization of accrued carried interest occurs over a number of years.

We pay all of the 12b-1 fees earned to financial intermediaries who source assets under management into these share classes and provide distribution, administration, and personal services on our behalf.

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, if 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.

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 and could significantly increase our reporting, disclosure and compliance obligations, including for cybersecurity and climate-related disclosures.

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/financial services, compliance, corporate governance, disclosure, privacy, cybersecurity, technology, 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.

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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.

State of Maryland, Commissioner of Financial Regulation - T.

State of Maryland, Office of Financial Regulation - T.

Rowe Price Trust Company

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- Oak Hill Advisors (Europe)

Rowe Price Entity

Securities and Futures Commission - T.

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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.

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

Registrations

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Rowe Price Retirement Plan Services, are registered under the Securities Exchange Act of 1934.

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 to our U.S.

mutual funds.

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

This subsidiary is the principal underwriter and distributor for our sponsored U.S.

mutual funds and exchange-

traded funds, and may also offer and make recommendations for certain funds that are not offered to the general public such as privately placed funds.

Investors may open a brokerage account with TRPIS in order to buy and sell securities.

Pershing, a third-party clearing broker and an affiliate of BNY Mellon, maintains our brokerage’s customer accounts and clears all transactions.

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Net Capital Requirements

Certain of our subsidiaries are subject to net capital requirements, including those of various federal, state, and international regulatory agencies.

Each of our subsidiary's net capital, as defined, meets or exceeds all minimum requirements.

Certain subsidiaries are subject to net capital requirements, including those of various federal, state, and international regulatory agencies.

Each of our subsidiary's net capital, as defined, meets or exceeds all minimum requirements as of December 31, 2023.

For further discussion of the potential impact of current or proposed legal or regulatory requirements, please see the Legal and Regulatory risk factors included in Item 1A of this Form 10-K.

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Some of these financial institutions have greater resources than we do.

We compete with other providers of investment advisory services primarily based on the availability and objectives of the investment products offered, investment performance, fees and related expenses, and the scope and quality of investment advice and other client services.

In recent years, we have faced significant competition from passive oriented investment strategies.

We compete with other providers of investment advisory services based primarily on the availability and objectives of the investment products offered, investment performance, fees and related expenses, and the scope and quality of investment advice and other client services.

We have and will continue to face significant competition from passive oriented investment strategies.

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 investment products.

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

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 an acquisition transaction or other financial relationships with another entity.

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Our associates’ knowledge, insight, enthusiasm, and creativity are the reason our clients succeed and our firm excels.

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, and provide strong, competitive, and regionally specific benefits and programs that promote the health and wellness of our associates, both personally and financially.

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

At December 31, 2023, we employed 7,906 associates, an increase of 0.5% from the 7,868 associates employed at the end of 2022.

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We continuously seek to identify new opportunities for our associates to expand their experience and grow their skills.

As a result of our associates developing these skills we are able to promote from within, with approximately 34% of our open positions being filled by internal applicants, and almost all of our portfolio managers having been promoted from within.

As a result of our associates developing these skills we are able to promote from within, with more than 35% of our open positions being filled by internal applicants, and

all of our portfolio managers having been promoted from within.

We are committed to the professional growth of our associates through the development of their knowledge, skills and experience, by providing them access to in-person, virtual and online training programs and by offering a generous tuition reimbursement program.

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Having a diverse and inclusive workforce and providing an equal opportunity to all associates is a business and cultural imperative.

Our diversity, equity, and inclusion initiatives have garnered recognitions, including Pensions & Investments 2021 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 World's Most Admired Companies from Fortune, Barron's 100 Most Sustainable Companies and America's Most Responsible Companies from Newsweek.

We also continue to be a top company 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.

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For every open role at the firm, our goal is that at least 40% of interviewed candidates will be female and/or ethnically diverse, and during 2023, 65% of the candidates were ethnically diverse and/or female.

In an effort to be more transparent, we publish our EEO data on our website, which can be seen on our website, at https://www.troweprice.com/corporate/us/en/what-sets-us-apart/Diversity-and-inclusion.html.

In addition, during 2022, we published our sustainability report which included transparency into our diversity, equity and inclusion data, a copy of which can be found on our website at https://www.troweprice.com/corporate/us/en/what-sets-us-apart/corporate-responsibility.html.

In an effort to be more transparent, we publish our EEO data on our website at https://www.troweprice.com/corporate/us/en/what-sets-us-apart/diversity-and-inclusion.html.

In addition, during 2023, we published our sustainability report which included transparency into our diversity, equity and inclusion data, a copy of which can be found on our website at https://www.troweprice.com/corporate/us/en/what-we-do/esg-approach/esg-corporate.html.

Set forth below is our diversity information as of December 31, 2023, grouped by division.

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Accordingly, investors should monitor this section of our website, in addition to following our press releases, SEC filings, and public webcasts, all of which will be referenced on the website.

Unless otherwise expressly stated, the information found on our website is not part of this or any other report we file with, or furnish to, the SEC.

Unless otherwise expressly stated, the information found on our website is not incorporated into this or any other report we file with, or furnish to, the SEC.

Specifically, information in our sustainability report is not incorporated by reference into this Form 10-K.

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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