Financial Data and Key Metrics Changes - Adjusted earnings per share for Q4 2023 was $1.72, bringing the full year total to $7.59, down from $8.02 in 2022 due to lower average AUM and investment advisory revenue, along with higher expenses [30] - Q4 adjusted net revenues were $1.7 billion, leading to a full year adjusted total revenue of $6.5 billion, with Q4 investment advisory revenue of about $1.5 billion being higher than the previous year [39] - The effective fee rate for Q4 was 42.2 basis points, up due to over $25 million in performance-based fees, predominantly from Alternatives products [32] Business Line Data and Key Metrics Changes - The Target Date suite ended the year with $13.1 billion of positive net flows, while Alternatives also posted positive flows for the year [31] - Capital Appreciation, All-Cap Opportunities, International Core, and Global Multi-Sector Bond funds all delivered over $1 billion in positive net flows in 2023 [31] Market Data and Key Metrics Changes - The company experienced $28.3 billion in net outflows for Q4, bringing full-year outflows to $81.8 billion [30] - Despite challenges, there were signs of strength in individual equity and fixed-income products, with improved performance in large-cap growth funds expected to reduce redemptions in 2024 [13][30] Company Strategy and Development Direction - The active ETF business is gaining traction, with assets under management over $2.7 billion at the end of January [9] - The acquisition of Retiree, Inc. aims to enhance relationships with pre-retiree and retiree clients by providing tax-aware retirement income strategies [10] - The company is focused on evolving its investment platform to meet market demands and is ready to compete with new capabilities and experiences [13] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in a better year ahead, citing improved investment performance and early indicators of reduced net outflows [8][13] - The company anticipates that some sidelined money will flow into fixed income due to higher rates and better potential for absolute returns [56] Other Important Information - The company announced a quarterly dividend of $1.24, marking the 38th consecutive year of dividend increases [15] - Full-year adjusted operating expenses were $4.19 billion, up 3% from 2022, with expectations for a similar increase in 2024 [33] Q&A Session Summary Question: Insights on 2024 improvements - Management expects outflows but anticipates improvement from 2023, with better performance translating into lower client redemptions and improved sales [44] Question: OHA investment strategy and flows - OCredit has raised over $100 million since September, with expectations for similar amounts in Q1 and building momentum throughout the year [49] Question: Fixed income flows and future trajectory - Management noted that Q4 flows were impacted by seasonal factors and anticipated that higher rates would attract investments into fixed income [56] Question: Growth expectations for non-U.S. business - Management expects relative growth outside the U.S. to be greater than in the U.S., focusing on markets in Asia Pacific and EMEA [63] Question: Buyback opportunities for 2024 - The company plans to be opportunistic with share repurchases, with 2023 levels serving as a base case for future buybacks [70] Question: Strategic rationale for Retiree, Inc. acquisition - The acquisition aims to enhance capabilities in retirement advisory services, focusing on optimizing social security elections and withdrawal strategies [75]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________ FORM 10-Q ______________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-32191 ______________________________________ T. ROWE PRI ...

T. Rowe Price Group, Inc. (NASDAQ:TROW) Q3 2023 Earnings Conference Call October 27, 2023 8:00 AM ET Company Participants Linsley Carruth - Director, Investor Relations Robert Sharps - Chief Executive Officer and President Jen Dardis - Chief Financial Officer and Treasurer Eric Veiel - Head of Global Equity and Chief Investment Officer Conference Call Participants Alexander Blostein - Goldman Sachs Craig Siegenthaler - Bank of America Patrick Davitt - Autonomous Brian Bedell - Deutsche Bank Ken Worthington ...

Part I – Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements.) Presents unaudited condensed consolidated financial statements, including balance sheets, income, and cash flow, detailing key financial changes [Unaudited Condensed Consolidated Financial Statements](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides core unaudited financial statements, highlighting increases in total assets and stockholders' equity, with stable diluted EPS Condensed Consolidated Balance Sheet Highlights (in millions) | Balance Sheet Item | 6/30/2023 | 12/31/2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $2,249.7 | $1,755.6 | | Investments | $2,718.4 | $2,539.2 | | Total assets | $12,621.4 | $11,643.3 | | Total liabilities | $2,170.3 | $1,956.4 | | Total stockholders' equity | $9,465.9 | $9,030.2 | Condensed Consolidated Statements of Income Highlights (in millions, except per-share) | Income Statement Item | Q2 2023 | Q2 2022 | Six Months 2023 | Six Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Net revenues | $1,610.2 | $1,513.0 | $3,147.8 | $3,376.0 | | Net operating income | $533.5 | $668.6 | $1,017.7 | $1,546.0 | | Net income attributable to T. Rowe Price Group | $476.4 | $339.6 | $897.9 | $907.5 | | Diluted EPS | $2.06 | $1.46 | $3.89 | $3.88 | Condensed Consolidated Statements of Cash Flows Highlights (in millions) | Cash Flow Item (Six months ended) | 6/30/2023 | 6/30/2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $906.5 | $1,727.0 | | Net cash used in investing activities | ($135.9) | ($25.7) | | Net cash used in financing activities | ($320.0) | ($1,131.0) | | Net change in cash and cash equivalents | $451.5 | $563.0 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations of accounting policies and financial data, covering revenue, investments, goodwill, and contingent consideration liability Investment Advisory Fees by Asset Class (in millions) | Asset Class | Q2 2023 | Q2 2022 | Six Months 2023 | Six Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Equity | $862.3 | $941.0 | $1,696.2 | $2,027.0 | | Fixed income | $100.0 | $109.9 | $202.4 | $216.5 | | Multi-asset | $391.3 | $377.5 | $777.3 | $782.1 | | Alternatives | $77.2 | $68.3 | $146.7 | $133.2 | | **Total** | **$1,430.8** | **$1,496.7** | **$2,822.6** | **$3,158.8** | - The fair value of the contingent consideration liability related to the OHA acquisition decreased to **$23.0 million** at the end of Q2 2023, down from **$95.8 million** at the beginning of the year, due to unrealized gains (reductions in liability) of **$72.8 million**[44](index=44&type=chunk) - As of June 30, 2023, Goodwill remained stable at **$2.64 billion**, while definite-lived intangible assets decreased to **$394.7 million** from **$447.1 million** at year-end 2022 due to amortization[56](index=56&type=chunk) - The company has committed **$481.5 million** to fund OHA products over the next four years[71](index=71&type=chunk) [Management's Discussion and Analysis (MD&A)](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses financial condition and operations, covering market trends, AUM changes, investment performance, operating results, and liquidity [Overview and Market Trends](index=22&type=section&id=MD%26A%20Overview%20and%20Market%20Trends) Discusses the AUM-based business model, noting passive investing trends and reviewing Q2 2023 market performance - The general trend to passive investing has been persistent and has negatively impacted the company's new client inflows[82](index=82&type=chunk) Key Index Returns (Q2 and YTD 2023) | Index | Three months ended 6/30/2023 | Six months ended 6/30/2023 | | :--- | :--- | :--- | | S&P 500 Index | 8.7% | 16.9% | | NASDAQ Composite Index | 12.8% | 31.7% | | Bloomberg U.S. Aggregate Bond Index | (0.8)% | 2.1% | [Assets Under Management (AUM)](index=24&type=section&id=Assets%20Under%20Management%20%28AUM%29) AUM increased to **$1.40 trillion** in Q2 2023 due to market appreciation, despite continued net outflows - Ending AUM was **$1,399.4 billion** at June 30, 2023, an increase of **$57.7 billion** from March 31, 2023[92](index=92&type=chunk) AUM Change in Q2 2023 (in billions) | Component | Amount | | :--- | :--- | | Market appreciation | +$77.7 | | Net cash outflows | -$20.0 | | **Total Change** | **+$57.7** | AUM Change by Asset Class - Q2 2023 (in billions) | Asset Class | Beginning AUM (3/31/23) | Net Cash Flows | Net Market Appreciation | Ending AUM (6/30/23) | | :--- | :--- | :--- | :--- | | Equity | $695.1 | ($19.5) | $56.6 | $732.2 | | Fixed income | $170.4 | ($1.9) | $0.8 | $169.3 | | Multi-asset | $431.9 | $1.6 | $19.7 | $453.2 | | Alternatives | $44.3 | ($0.2) | $0.6 | $44.7 | [Investment Performance](index=25&type=section&id=Investment%20Performance) Presents investment performance across various time horizons, showing strong long-term outperformance with mixed shorter-term results % of U.S. Mutual Funds Outperforming Morningstar Median | Period | Equity | Fixed Income | Multi-Asset | All Funds | | :--- | :--- | :--- | :--- | :--- | | 1 year | 57% | 49% | 61% | 56% | | 3 years | 52% | 59% | 56% | 55% | | 5 years | 62% | 68% | 75% | 67% | | 10 years | 78% | 65% | 86% | 75% | % of Composites Outperforming Benchmarks | Period | Equity | Fixed Income | All Composites | | :--- | :--- | :--- | :--- | | 1 year | 42% | 32% | 38% | | 3 years | 32% | 61% | 44% | | 5 years | 49% | 51% | 50% | | 10 years | 71% | 76% | 73% | [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Details financial results, noting a 6.4% YoY net revenue increase driven by capital allocation income, despite higher GAAP operating expenses Q2 2023 vs. Q2 2022 Financial Highlights (in millions) | Metric | Q2 2023 | Q2 2022 | % Change | | :--- | :--- | :--- | :--- | | Net Revenues | $1,610.2 | $1,513.0 | 6.4% | | Investment Advisory Fees | $1,430.8 | $1,496.7 | (4.4)% | | Capital Allocation-based Income | $38.7 | ($126.3) | n/m | | GAAP Operating Expenses | $1,076.7 | $844.4 | 27.5% | | GAAP Net Operating Income | $533.5 | $668.6 | (20.2)% | Operating Expenses Breakdown - Q2 2023 vs Q2 2022 (in millions) | Expense Category | Q2 2023 | Q2 2022 | % Change | | :--- | :--- | :--- | :--- | | Total compensation and related costs | $648.2 | $463.4 | 39.9% | | Technology, occupancy, and facility costs | $154.7 | $134.3 | 15.2% | | Change in fair value of contingent consideration | ($23.2) | ($50.3) | (53.9)% | - The effective tax rate on a U.S. GAAP basis was **24.8%** for Q2 2023, compared to **26.0%** for Q2 2022[149](index=149&type=chunk) [Capital Resources and Liquidity](index=39&type=section&id=Capital%20Resources%20and%20Liquidity) Discusses the company's strong liquidity position, with increased cash and investments, and details capital returns and anticipated expenditures Sources of Liquidity (in millions) | Item | 6/30/2023 | 12/31/2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $2,249.7 | $1,755.6 | | Discretionary investments | $484.8 | $449.7 | | **Total cash and discretionary investments** | **$2,734.5** | **$2,205.3** | - In the first half of 2023, the company expended **$45.2 million** to repurchase **420,000** shares of common stock and paid **$562.4 million** in dividends[166](index=166&type=chunk)[13](index=13&type=chunk) - Anticipated capital expenditures for full-year 2023 are about **$365 million**, with approximately **60%** planned for technology initiatives[167](index=167&type=chunk) [Market Risk and Controls & Procedures](index=44&type=section&id=Item%203%20%26%204) States no material changes to market risk disclosures or internal control over financial reporting, with effective disclosure controls and procedures - There has been no material change in the company's market risks from those provided in the Form 10-K Annual Report for 2022[182](index=182&type=chunk) - Management, including the principal executive and financial officers, concluded that disclosure controls and procedures were effective as of June 30, 2023[183](index=183&type=chunk) - No change occurred during Q2 2023 that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting[184](index=184&type=chunk) Part II – Other Information [Other Information (Items 1-6)](index=44&type=section&id=Other%20Information%20%28Items%201-6%29) Covers other required disclosures, including legal proceedings, risk factors, and detailed share repurchase activity for the quarter - There have been no material changes in risk factors from the Form 10-K Annual Report for 2022[187](index=187&type=chunk) Share Repurchase Activity - Q2 2023 | Month | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April | — | $— | | May | 193,350 | $105.33 | | June | 214,866 | $108.87 | | **Total** | **408,216** | **$107.20** | - As of June 30, 2023, the maximum number of shares that may yet be purchased under the publicly announced program is **8,354,638**[190](index=190&type=chunk)

T. Rowe Price Group, Inc. (NASDAQ:TROW) Q2 2023 Earnings Conference Call July 28, 2023 8:00 AM ET Company Participants Linsley Carruth - Director of Investor Relations Rob Sharps - Chief Executive Officer and President Jen Dardis - Chief Financial Officer Conference Call Participants Ken Worthington - JPMorgan Finian O'Shea - Wells Fargo Securities Dan Fannon - Jefferies Craig Siegenthaler - Bank of America Glenn Schorr - Evercore Brian Bedell - Deutsche Bank Brennan Hawken - UBS Mike Brown - KBW Patrick Da ...

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the first quarter of 2023 [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements.) This section presents the unaudited condensed consolidated financial statements for Q1 2023, including balance sheets, income statements, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) This section provides a summary of the company's financial position as of March 31, 2023, and December 31, 2022 Balance Sheet Summary (as of March 31, 2023) | Balance Sheet Item | 3/31/2023 (in millions) | 12/31/2022 (in millions) | | :--- | :--- | :--- | | **Total Assets** | **$12,156.6** | **$11,643.3** | | Cash and cash equivalents | $2,094.1 | $1,755.6 | | Investments | $2,606.2 | $2,539.2 | | Goodwill | $2,642.8 | $2,642.8 | | **Total Liabilities** | **$2,082.7** | **$1,956.4** | | **Total Stockholders' Equity** | **$9,239.8** | **$9,030.2** | [Condensed Consolidated Statements of Income](index=4&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20INCOME) This section presents the company's financial performance for the three months ended March 31, 2023, and 2022 Income Statement Summary (Three months ended March 31) | Income Statement Item | 2023 (in millions) | 2022 (in millions) | | :--- | :--- | :--- | | **Net Revenues** | **$1,537.6** | **$1,863.0** | | Investment advisory fees | $1,391.8 | $1,662.1 | | **Total Operating Expenses** | **$1,053.4** | **$985.6** | | **Net Operating Income** | **$484.2** | **$877.4** | | Income before income taxes | $619.6 | $678.9 | | **Net Income** | **$441.7** | **$514.4** | | **Net Income Attributable to T. Rowe Price Group** | **$421.5** | **$567.9** | | **Diluted Earnings Per Share** | **$1.83** | **$2.41** | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This section outlines the company's cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31 Cash Flow Summary (Three months ended March 31) | Cash Flow Item | 2023 (in millions) | 2022 (in millions) | | :--- | :--- | :--- | | Net cash provided by operating activities | $511.7 | $1,103.4 | | Net cash provided by (used in) investing activities | $(57.5) | $3.8 | | Net cash used in financing activities | $(144.2) | $(644.1) | | Net change in cash and cash equivalents | $311.5 | $460.4 | [Notes to Financial Statements](index=8&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements - The company's **primary revenue source** is **investment advisory services**, which are dependent on the total value and composition of assets under management (AUM)[17](index=17&type=chunk)[18](index=18&type=chunk) Net Revenues and Average AUM by Asset Class (Q1 2023 vs Q1 2022) | Category | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | **Investment Advisory Fees (in millions)** | | | | Equity | $833.9 | $1,086.0 | | Fixed income, including money market | $102.4 | $106.6 | | Multi-asset | $386.0 | $404.6 | | Alternatives | $69.5 | $64.9 | | **Total Investment Advisory Fees** | **$1,391.8** | **$1,662.1** | | **Net Revenues** | **$1,537.6** | **$1,863.0** | | **Average AUM (in billions)** | | | | Equity | $687.0 | $886.5 | | Fixed income, including money market | $169.6 | $177.8 | | Multi-asset | $422.2 | $453.7 | | Alternatives | $44.1 | $41.9 | | **Total Average AUM** | **$1,322.9** | **$1,559.9** | - As part of the OHA acquisition in 2021, a contingent consideration of up to **$900 million** may be payable starting in 2025 based on revenue targets, with the fair value of this liability reduced from **$95.8 million to $46.2 million** in Q1 2023[42](index=42&type=chunk)[43](index=43&type=chunk) - The company has committed **$472.4 million** to fund OHA products over the next four years[69](index=69&type=chunk) [Item 2. Management's Discussion and Analysis (MD&A)](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses Q1 2023 financial results, covering market trends, AUM changes, investment performance, operating results, and the company's liquidity and capital return [Market Trends](index=20&type=section&id=MARKET%20TRENDS) This section analyzes the key market movements and economic factors influencing the company's performance during Q1 2023 - In Q1 2023, major U.S. stock indexes **rose**, with large-cap growth stocks **outperforming** value, while market volatility was driven by Federal Reserve rate hikes and U.S. banking system stability concerns[83](index=83&type=chunk) Major Equity Market Index Returns (Q1 2023) | Index | Three months ended 3/31/2023 | | :--- | :--- | | S&P 500 Index | 7.5% | | NASDAQ Composite Index | 16.8% | | Russell 2000 Index | 2.7% | | MSCI EAFE Index | 8.6% | | MSCI Emerging Markets Index | 4.0% | - Global bonds produced mostly **positive returns** in Q1 2023, as U.S. Treasury yields **declined** due to a flight to safety, and high-yield issues **outperformed** higher-quality fixed income securities[87](index=87&type=chunk)[88](index=88&type=chunk) [Assets Under Management (AUM)](index=22&type=section&id=ASSETS%20UNDER%20MANAGEMENT) This section details the changes in total assets under management, including the impact of market appreciation and net cash flows - Total AUM increased by **$67.0 billion** during Q1 2023 to end the period at **$1.342 trillion**, driven by market appreciation of **$83.1 billion** partially offset by net cash outflows of **$16.1 billion**[91](index=91&type=chunk) AUM Change by Asset Class (Q1 2023, in billions) | Asset Class | Beginning AUM (12/31/22) | Net Cash Flows | Market Appreciation | Ending AUM (3/31/23) | | :--- | :--- | :--- | :--- | :--- | | Equity | $664.2 | $(23.5) | $54.4 | $695.1 | | Fixed income | $167.0 | $0.1 | $3.3 | $170.4 | | Multi-asset | $400.1 | $7.1 | $24.7 | $431.9 | | Alternatives | $43.4 | $0.2 | $0.7 | $44.3 | | **Total** | **$1,274.7** | **$(16.1)** | **$83.1** | **$1,341.7** | - Target date retirement products, a significant part of the multi-asset category, saw net inflows of **$7.5 billion** in Q1 2023, primarily driven by inflows into collective investment trusts[92](index=92&type=chunk) [Investment Performance](index=22&type=section&id=INVESTMENT%20PERFORMANCE) This section evaluates the performance of the company's investment products against benchmarks and peer groups Percentage of U.S. Mutual Funds Outperforming Morningstar Median (as of 3/31/2023) | Period | 1 year | 3 years | 5 years | 10 years | | :--- | :--- | :--- | :--- | :--- | | All Funds | 40% | 61% | 66% | 76% | Percentage of Composites Outperforming Benchmarks (as of 3/31/2023) | Period | 1 year | 3 years | 5 years | 10 years | | :--- | :--- | :--- | :--- | :--- | | All Composites | 31% | 51% | 50% | 71% | - As of March 31, 2023, **48.8%** of the firm's rated U.S. mutual funds received an overall Morningstar rating of **4 or 5 stars**, compared to **32.5%** for the broader fund population[99](index=99&type=chunk) [Results of Operations](index=24&type=section&id=RESULTS%20OF%20OPERATIONS) This section provides a detailed analysis of the company's revenues, expenses, and profitability for the reporting period Financial Results Summary (Q1 2023 vs Q1 2022) | Metric (U.S. GAAP) | Q1 2023 | Q1 2022 | % Change | | :--- | :--- | :--- | :--- | | Net Revenues | $1,537.6 M | $1,863.0 M | (17.5)% | | Operating Expenses | $1,053.4 M | $985.6 M | 6.9% | | Net Operating Income | $484.2 M | $877.4 M | (44.8)% | | Diluted EPS | $1.83 | $2.41 | (24.1)% | | **Metric (Non-GAAP)** | **Q1 2023** | **Q1 2022** | **% Change** | | Operating Expenses | $1,022.5 M | $1,039.1 M | (1.6)% | | Diluted EPS | $1.69 | $2.62 | (35.5)% | - The decline in Q1 2023 net revenues was primarily due to a **16.3% decrease** in investment advisory fees, resulting from a **15.2% decline** in average AUM compared to Q1 2022[103](index=103&type=chunk) - GAAP operating expenses **increased** mainly due to higher compensation and technology costs, causing the GAAP operating margin to fall to **31.5%** in Q1 2023 from **47.1%** in Q1 2022[106](index=106&type=chunk)[108](index=108&type=chunk) - The effective tax rate for Q1 2023 was **28.7%**, up from **24.2%** in Q1 2022, primarily due to valuation allowances on foreign-based deferred tax assets[131](index=131&type=chunk) [Capital Resources and Liquidity](index=32&type=section&id=CAPITAL%20RESOURCES%20AND%20LIQUIDITY) This section assesses the company's financial strength, including its cash position, investment capacity, and capital allocation strategies Liquidity Position (in millions) | Category | 3/31/2023 | 12/31/2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $2,094.1 | $1,755.6 | | Discretionary investments | $464.3 | $449.7 | | **Total cash and discretionary investments** | **$2,558.4** | **$2,205.3** | - In Q1 2023, the company returned **$283.4 million** to stockholders, consisting of **$280.7 million** in dividends and **$2.7 million** in stock repurchases[146](index=146&type=chunk)[147](index=147&type=chunk) - Anticipated capital expenditures for the full year 2023 are approximately **$370 million**, with about **two-thirds** planned for technology initiatives[147](index=147&type=chunk) [PART II – OTHER INFORMATION](index=38&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity security sales, and controls and procedures [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings.) A class action lawsuit concerning biometric voiceprints was dismissed in February 2023, with other claims deemed unlikely to have a material adverse effect - A class action lawsuit alleging violations of the California Invasion of Privacy Act (CIPA) was **dismissed** by the plaintiffs on February 27, 2023[70](index=70&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors.) No material changes to the previously disclosed risk factors from the 2022 Annual Report on Form 10-K were reported - **No material changes** in risk factors were reported from the Form 10-K Annual Report for 2022[166](index=166&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section details the company's stock repurchase activity during Q1 2023, including 25,000 shares repurchased under a public program Share Repurchase Activity (Q1 2023) | Month | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Program | | :--- | :--- | :--- | :--- | | January | 63,937 | $111.12 | 25,000 | | February | 38,675 | — | — | | March | 2,466 | — | — | | **Total** | **105,078** | **$114.40** | **25,000** | - As of March 31, 2023, the company has authorization to repurchase an additional **8,750,217 shares** under its March 2020 program[169](index=169&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal control over financial reporting - Management concluded that disclosure controls and procedures were **effective** as of March 31, 2023[162](index=162&type=chunk) - **No changes** in internal control over financial reporting occurred during Q1 2023 that have materially affected, or are reasonably likely to materially affect, internal controls[163](index=163&type=chunk)

Financial Data and Key Metrics Changes - Adjusted earnings per share for Q1 2023 was $1.69, down from $1.74 in Q4 2022 and $2.62 in Q1 2022 [15] - Adjusted operating income increased by 3.7% to $528 million compared to Q4 2022, primarily due to a decline in expenses [15] - Assets under management (AUM) ended the quarter at $1.3 trillion, an increase of $67 billion from December 31, 2022, driven by improving markets [16] Business Line Data and Key Metrics Changes - Net outflows for the first quarter were $16.1 billion, primarily from large-cap growth equity strategies, particularly in the US defined contribution investment only and broker-dealer channels [9] - Positive net inflows included $7.5 billion into the target date franchise and over $250 million in various strategies such as global multi-sector bond and US dividend growth [10][17] - The effective fee rate was 42.7 basis points, reflecting a slight uptick from Q4 2022, with ongoing modest downward fee pressure expected [18] Market Data and Key Metrics Changes - The annual headline inflation rate in the US fell from 6.4% to 5% during the quarter, while the Eurozone saw a decrease from 9.2% to 6.9% [6] - The NASDAQ Composite Index increased nearly 17%, and technology shares within the S&P 500 Index returned nearly 22% during the first quarter [6] Company Strategy and Development Direction - The company is focused on long-term growth initiatives, including enhancing its US intermediary wealth channel and expanding its product offerings [11][12] - Strategic initiatives include enhancing digital experiences for individual investors and expanding private markets and alternative capabilities through acquisitions like OHA [13][14] - The firm aims to return to positive organic growth over time through improved market conditions and sustained investment performance [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term value of active investment management despite current market uncertainties and pressures on net flows [4][5] - The firm is committed to maintaining financial discipline and prioritizing investments in strategic initiatives to navigate market volatility [23] - Management acknowledged the competitive landscape and the need to adapt to changing market conditions while focusing on core strengths [11] Other Important Information - The company has been recognized as a top-tier provider to several large intermediary firms, enhancing its distribution capabilities [12] - The acquisition of Retiree, Inc. aims to improve retirement income planning capabilities across various channels [13] Q&A Session Summary Question: Progress on the OHA transaction - Management characterized the first year with OHA as successful, focusing on distribution synergies and product launches [24][25] Question: Collaboration between OHA and T. Rowe Price fixed income teams - Management stated that investment teams remain largely separate to minimize disruption, while exploring ways to leverage ideas across platforms [27][28] Question: Impact of last year's performance issues on target date flows - Management noted that long-term performance is more critical in target date strategies, and they remain engaged with plan sponsors [32][34] Question: Breakdown of expense growth - Management indicated that about a third of expenses are market-driven, with ongoing investments in strategic initiatives [37][39] Question: Outlook for non-US business growth - Management expressed optimism about growth in core markets like Japan and Australia, despite short-term lumpiness in flows [45][47] Question: Urgency to drive better growth versus M&A - Management acknowledged share loss in certain equity franchises but emphasized a long-term focus on organic growth and strategic acquisitions [49][51] Question: Product and vehicle expansion - Management highlighted ongoing momentum in ETFs and the introduction of new strategies to meet demand [54][56] Question: Employee retention post-OHA integration - Management reported strong employee retention at OHA, with no significant attrition among senior associates [59] Question: Long-term perspective on the 401(k) business - Management noted that while the unbundling trend is significant, T. Rowe Price maintains a strong value proposition in the core market [62][64]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Maryland 52-2264646 State of incorporation IRS Employer Identification No. 100 East Pratt Street, Baltimore, Maryland 21202 Address, including zip code, of principal executive offices FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Com ...

OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________ FORM 10-Q ______________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-32191 ______________________________________ T. ROWE PRI ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________ FORM 10-Q ______________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-32191 ______________________________________ T. ROWE PRICE GR ...