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10-K 1 a201810k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

Commission file number 000-32191

T. ROWE PRICE GROUP, INC.

(Exact name of registrant as specified in its charter)

Maryland52-2264646
State of incorporationIRS Employer Identification No.

100 East Pratt Street, Baltimore, Maryland 21202

Address, including zip code, of principal executive offices

(410) 345-2000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Common stock, $.20 par value per shareThe NASDAQ Stock Market LLC
(Title of class)(Name of exchange on which registered)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [X] Yes [ ] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer xAccelerated filer ¨
Non-accelerated filer ¨ (do not check if smaller reporting company)Smaller reporting company ¨
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No

The aggregate market value of the common equity (all voting) held by non-affiliates (excludes executive officers and directors) computed using $116.09 per share (the NASDAQ Official Closing Price on June 29, 2018, the last business day of the registrant’s most recently completed second fiscal quarter) was $27.6 billion.

The number of shares outstanding of the registrant's common stock as of the latest practicable date, February 12, 2019, is 236,263,621.

DOCUMENTS INCORPORATED BY REFERENCE: In Part III, the Definitive Proxy Statement for the 2019 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A.

Exhibit index begins on page 82.

PAGE
PART I2
ITEM 1.Business2
ITEM 1A.Risk Factors11
ITEM 1B.Unresolved Staff Comments19
ITEM 2.Properties19
ITEM 3.Legal Proceedings20
ITEM 4.Mine Safety Disclosures20
ITEM.Executive Officers of the Registrant20
PART II22
ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities22
ITEM 6.Selected Financial Data23
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations24
ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk47
ITEM 8.Financial Statements and Supplementary Data49
ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure79
ITEM 9A.Controls and Procedures79
ITEM 9B.Other Information79
PART III82
ITEM 10.Directors, Executive Officers and Corporate Governance82
ITEM 11.Executive Compensation82
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters82
ITEM 13.Certain Relationships and Related Transactions, and Director Independence82
ITEM 14.Principal Accountant Fees and Services82
PART IV82
ITEM 15.Exhibits, Financial Statement Schedules82
SIGNATURES86

Page 1

PART I

Next: Item 1. Business.