T. Rowe Price (TROW) 10-K risk factor changes: FY2018 vs FY2017

We derive our revenues primarily from investment advisory services provided by our subsidiaries to individual and institutional investors in the [removed: T.][added: U.S. mutual funds and other investment products.]

| • | Investment Performance. If the investment performance of our managed investment portfolios is less than that of our competitors or applicable third-party benchmarks, we could lose existing and potential customers and suffer a decrease in assets under management. Institutional investors in [removed: particular] [added: particular,] consider changing investment advisers based upon poor relative investment performance. Individual investors in contrast are more likely to react to poor absolute investment performance. [removed: Prolonged periods of strong relative investment performance may result in capacity constraints within certain strategies, which in turn may negatively impact our ability to achieve strong investment results in subsequent periods.] |

| • | Investing Trends. Changes in investing [removed: trends and, in particular,] [added: trends, particularly] investor preference for passive or alternative investment products, [added: and in] retirement savings trends, including the prevalence of defined contribution retirement plans and target date retirement products, may reduce interest in our products and may alter our mix of assets under management. |

| • | [removed: International] [added: Geo-Political] Exposure. Our managed investment portfolios may have significant investments in international markets that are subject to risk of loss from political or diplomatic developments, government policies, civil unrest, currency fluctuations, and changes in legislation related to foreign ownership. [removed: International markets, particularly emerging markets, which are often smaller, may not have the liquidity of established markets, may lack established regulations, and may experience significantly more volatility than established markets.] |

A significant majority of our revenues are based on contracts with the [removed: Price] [added: U.S. mutual] funds that are subject to termination without cause and on short notice.

We provide investment advisory, distribution, and other administrative services to the [removed: Price Funds] [added: U.S. mutual funds] under various agreements.

Investment advisory services are provided to each [removed: Price Fund under individual investment management agreements.][added: T.]

[removed: The Board of each] [added: Rowe] Price [removed: Fund] [added: mutual fund] must annually approve the terms of the investment management and service agreements and can terminate the agreement upon 60-days' notice.

[removed: If a] [added: Rowe] Price [removed: Fund] [added: mutual fund] seeks to lower the fees that we receive or terminate its contract with us, we would experience a decline in fees earned from the [removed: Price Funds,] [added: U.S. mutual funds,] which could have a material adverse effect on our revenues and net income.

The market environment in recent years has led investors to increasingly favor lower fee passive [added: investment] products.

While we [removed: cannot predict how much market share these competitors will gain, we] believe there will always be demand for good active [removed: management.][added: management, we cannot predict how much market share these competitors will gain.]

Our U.S.-based associates do not have [removed: employments] [added: employment] contracts, while our associates outside the U.S. have employment contracts where basic employment terms are confirmed in writing.

We cannot assure that we will be able to [removed: retain] [added: attract] or [removed: replace] [added: retain] key personnel.

[removed: In some cases, we employ] [added: We use various] quantitative models to support investment decisions and processes, including those related to risk assessment, portfolio management, and activities.

Materialization of these risks could disrupt our [removed: operations] [added: operations, increase our expenses] or result in financial exposure, regulatory inquiry or reputational damage.

| • | variations in the level of total compensation expense due to, among other things, [added: changes in] bonuses, stock-based awards, changes in employee benefit costs due to regulatory or plan design changes, changes in our employee count and mix, competitive factors, market performance, and inflation; |

| • | a future impairment of investments [added: that is] recognized in our consolidated balance sheet; |

Under our agreements with the [removed: Price] [added: U.S. mutual] funds, we charge the funds certain administrative fees and related expenses based upon contracted terms.

We are subject to income taxes as well as non-income based [removed: taxes,] [added: taxes] in both the United States and various foreign jurisdictions.

We cannot predict future changes in the tax regulations to which we are subject, and [removed: they] [added: these regulations] could have a material impact on our liability or result in increased costs of our tax compliance efforts.

In addition, some investors rely on third-party financial planners, registered investment advisers, and [added: other consultants or financial professionals to advise them on the choice of investment adviser and investment product.]

These professionals and consultants can favor a competing investment product as better meeting their particular [removed: client’s] [added: clients'] needs.

Armed conflicts, terrorist attacks, cyber-attacks, power failures, [added: climate change,] and natural disasters could adversely affect our revenues, expenses, and net income by:

We have developed various backup systems and contingency plans but we cannot be assured that [removed: they] [added: those preparations] will be adequate in all circumstances that could arise, or that material interruptions and disruptions will not occur.

All of these investments are subject to investment market risk and our non-operating investment income could be adversely affected by the realization of losses upon the disposition of our investments or the recognition of significant [removed: other-than-temporary] impairments [removed: in the case of our available-for-sale portfolio] and the recognition of unrealized losses related to T.

Rowe Price products that are [removed: consolidated, held as trading] [added: consolidated] or accounted for under the equity method.

We may review and pursue acquisition and [removed: venture] [added: investment] opportunities in order to maintain or enhance our competitive [removed: position.][added: position and these could pose risks.]

Any strategic transaction can involve a number of risks, including additional demands on our staff; unanticipated problems regarding integration of investor account and investment security recordkeeping, additional or new regulatory requirements, operating facilities and technologies, and new employees; adverse effects [added: on earnings] in the event acquired intangible assets or goodwill become impaired; and the existence of liabilities or contingencies not disclosed to or otherwise known by us prior to closing a transaction.

We own a 26% investment in UTI Asset Management Company Ltd [removed: (UTI),] [added: ("UTI"),] an Indian asset management company, and we may consider non-controlling minority investments in other entities in the future.

We are exposed to [removed: a number of] risks arising from our international operations.

| • | There [removed: remains uncertainty about the U.S. Department of Labor’s (DOL) final fiduciary rule. Further, in the wake of the DOL rules, there] has been substantial regulatory and legislative activity at federal and state levels regarding standards of care for financial services firms, related to both retirement and taxable accounts. [added: This includes the U.S. Department of Labor’s ("DOL") adoption of a fiduciary rule that was ultimately struck down by the Fifth Circuit Court of Appeals and the SEC’s proposal of a package of related rules and interpretations.] The ultimate action taken by the DOL, SEC or other applicable regulatory or legislative body may impact our business activities and increase our costs. |

| • | The Federal Reserve Board has adopted final regulations related to non-bank Systemically Important Financial Institutions [removed: (SIFIs),] [added: ("SIFIs"),] and other jurisdictions are contemplating similar regulation. It has been suggested that large mutual funds, particularly money market funds, should be designated as SIFIs. We do not believe that mutual funds should be deemed SIFIs. Further, we do not believe [added: the] SIFI designation was intended for traditional asset management businesses. However, if any T. Rowe Price fund or T. Rowe Price affiliate is deemed a SIFI, increased regulatory oversight would apply, which may include enhanced capital, liquidity, leverage, stress testing, resolution planning, and risk management requirements. |

| • | The Commodity Futures Trading Commission has adopted certain amendments to its rules that would limit the ability of T. Rowe Price investment products to use commodities, futures, swaps, and other derivatives [removed: without additional registration. If our use of these products on behalf of client accounts increases so as to require registration, we would be subject to additional regulatory requirements and costs associated with registration.] |

| • | We remain subject to various state, federal and international laws and regulations related to data privacy and protection of data we maintain concerning our customers and employees. These requirements continue to evolve. For example, the European Union has adopted changes, effective in May 2018, [removed: which will,] [added: which,] among other things, significantly [removed: increase] [added: increased] the potential penalties for non-compliance. |

| • | Global regulations on over the counter derivatives are evolving, including new and proposed regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act and European Market Infrastructure Regulation relating to central clearing counterparties, trade reporting, and repositories. In addition, the SEC has adopted new regulations that will require mutual funds to adopt liquidity risk management programs with specific requirements for measuring and reporting the liquidity of fund holdings. [removed: It also has proposed regulations detailing new exposure limits and asset coverage] [added: Uncertainty related to] requirements [removed: for investments in derivatives,] [added: of existing regulations] as well as [removed: adopting derivatives risk management programs. There remains uncertainty related] [added: yet] to [removed: various requirements under these] [added: be finalized] regulations [removed: and the exact manner in which they will impact current trading strategies for our clients.] [added: may have negative impacts on currently offered investment strategies.] |

| • | The revised Markets in Financial Instruments Directive [removed: (MiFID] [added: ("MiFID] II [removed: Directive)] [added: Directive")] and Regulation [removed: (MiFIR)] [added: ("MiFIR")] (together “MiFID II”) applied across the European Union (“EU”) and member states of the European Economic Area [removed: beginning] [added: began] on January 3, 2018. Implementation of MiFID II has significantly impacted both the structure and operation of EU financial markets. Some of the main changes introduced under MiFID II include applying enhanced disclosure requirements, enhancing conduct of business and governance requirements, broadening the scope of pre and post trade transparency, increasing transaction reporting requirements, transforming the relationship between client commissions and research, and further regulation of trading venues. [removed: Although compliance] [added: Compliance] with MiFID II [removed: will increase] [added: has increased] our costs, as we [removed: prepared for this by deciding in 2017 that we would] [added: began to] pay for third-party investment research used by our UK-based investment manager, T. Rowe Price International Ltd, [removed: beginning] in 2018. |

Each of our subsidiaries’ net capital meets or exceeds all current minimum requirements; however, a significant change in the required net capital, an operating loss, or an extraordinary charge against net capital could [removed: adversely affect the ability of our subsidiaries to expand or maintain their operations if we were unable to make additional investments in them.]

We [removed: are preparing for multiple scenarios, and] remain committed to our clients, associates and business expansion across the region.

All of our technology systems, including those provided by vendors, are vulnerable to disability or failures due to [removed: cyber-attacks such as hacking or viruses,] [added: cyber-attacks,] natural disasters, power failures, acts of war or terrorism, sabotage, and other causes.

[added: If] we [added: are unable to upgrade our infrastructure in a timely fashion, we] might lose customers and fail to maintain regulatory compliance, which could affect our results of operations and severely damage our reputation.

| • | General Market Declines. We derive a significant portion of our revenues from advisory fees on sponsored portfolios. A downturn in stock or bond prices would cause the value of assets under our management to decrease, and may also cause investors to withdraw their investments, thereby further decreasing the level of assets under our management. A decline in equity market valuations may cause investors to transition to lower-fee portfolios such as fixed income, reducing our overall profitability. In addition, international markets, particularly emerging markets, which are often smaller, may not have the liquidity of established markets, may lack established regulations, and may experience significantly more volatility than established markets. |

| • | Capacity Constraints. Prolonged periods of strong relative investment performance and/or strong investor inflows has resulted in and may result in capacity constraints within certain strategies, which can lead to, among other things, the closure of those strategies from additional investor inflows. If certain of our strategies are capacity constrained, our investment results in subsequent periods may be negatively impacted. |

Rowe Price mutual fund under individual investment management agreements.

The Board of each T.

If a T.

We consider opportunistic acquisitions to grow existing business, add new technologies, or expand distribution.

We cannot be certain that we will be able to identify, consummate and successfully integrate acquisitions, and no assurance can be given with respect to the timing, likelihood or business effect of any possible transaction.

The quantitative models we use may contain errors, which could result in financial losses or adversely impact product performance and client relationships.

Any errors in the underlying models or model assumptions could have unanticipated and adverse consequences on our business and reputation.

without additional registration.

If we are required to register, we would be subject to additional regulatory requirements and costs associated with registration.

adversely affect the ability of our subsidiaries to expand or maintain their operations if we were unable to make additional investments in them.

While we cannot predict the outcome at this time, we are in the process of realigning our EU and UK operations so that we are as prepared if the EU and UK are unable to reach a separation agreement.

A cyberattack or a failure to implement effective information and cybersecurity policies, procedures and capabilities could disrupt operations and cause financial losses.

We are dependent on the effectiveness of the information and cybersecurity policies, procedures and capabilities we maintain to protect our systems and data.

An externally caused information security incident, such as a cyberattack, a phishing scam, virus, or denial-of-service attack, could materially interrupt business operations or cause disclosure or modification of sensitive or confidential client or competitive information.

In addition, our third-party vendors could be subject to a successful cyberattack or other information security event, and we cannot ensure that such third parties have all appropriate controls in place to protect the confidentiality of information in the custody of those vendors.

Should our technology operations be compromised, we may have to make significant investments to upgrade, repair or replace our technology infrastructure and may not be able to make such investments on a timely basis.

Although we maintain insurance coverage that we believe is reasonable, prudent and

adequate for the purpose of our business, it may be insufficient to protect us against all losses and costs stemming from breaches of security, cyberattacks and other types of unlawful activity, or any resulting disruptions from such events.

| | |

| --- | --- |

Furthermore, if any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.

We are subject to numerous laws and regulations designed to protect this information, such as U.S. federal and state laws and foreign regulations governing the protection of client data.

In addition to GDPR, other governmental authorities throughout the U.S. and around the world are considering similar types of legislative and regulatory proposals concerning data protection.

For example, in June 2018, the State of California enacted the California Consumer Privacy Act of 2018 ("the CCPA"), which will come into effect on January 1, 2020.

The CCPA requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, and allows consumers to opt out of certain data sharing with third parties and provides a new cause of action for data breaches.

Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data.

Each of these privacy, security, and data protection laws and regulations could impose significant limitations, require changes to our business, or restrict our use or storage of personal information, which may increase our compliance expenses and make our business more costly or less efficient to conduct.

Rowe Price U.S. mutual funds and other investment products.

| • | General Market Declines. A downturn in stock or bond prices would cause the value of assets under our management to decrease, and may also cause investors to withdraw their investments, thereby further decreasing the level of assets under our management. |

The performance of our money market products are impacted by the interest rate environment.

Our money market products' performance or yield is dependent on the income earned from the underlying securities exceeding the operating costs of the product.

When interest rates are very low, the operating costs of the products will become a greater portion of its net income, thereby reducing the yield to very low levels.

The interest rate environment experienced from the second half of 2009 through 2016 led us to voluntarily waive our advisory and other fees earned on our money market products in order to maintain yields at or above 0% for fund investors.

The actual amount of fees we waived was dependent on a number of variables including, among others, changes in the net assets held by our money market products, changes in market yields, changes in the expense levels of the products, and our willingness to voluntarily continue such fee waivers.

These waivers reduced our advisory fee income and net income.

If a similar interest rate environment was to reocur, there is no guarantee that we would voluntarily waive fees again.

For further discussion of the fees we waived in 2016, and the net cash flows of our money market products, please see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7, of this Form 10-K.

Undetected errors in the design, function or underlying assumptions used in these could lead to an adverse impact to T.

Rowe Price’s business and reputation.

On December 22, 2017, a comprehensive U.S. tax reform bill originally known as the “Tax Cuts and Jobs Act” (“Tax Reform”) was enacted into law.

We are required to recognize the effect of Tax Reform in our 2017 financial statements, even though the effective date of the law for most provisions is January 1, 2018.

We continue to evaluate the impact of Tax Reform and expect new regulations to be issued to address certain uncertainties in the application of the law.

This might result in changes to our estimates and expectations given our inability to predict the impact of future regulations and other guidance.

other consultants or financial professionals to advise them on the choice of investment adviser and investment product.

In 2016, we paid $166.2 million to compensate certain T.

Rowe Price mutual funds, trusts, separately managed accounts, and subadvised clients (collectively, “Clients”) for the denial of their appraisal rights by the Delaware Chancery Court (Court) in connection with the 2013 leveraged buyout of Dell, Inc. (Dell).

The Court ruled on May 11, 2016, that the Clients could not pursue an appraisal of any shares they held that were voted in favor of the Dell merger.

The appraisal statute governing the transaction required the record holder to vote against or abstain from voting on the transaction in order to assert appraisal rights.

After previously voting against prior transaction proposals, the voting instructions submitted on behalf of the Clients in connection with voting on the final proposed transaction were incorrectly submitted in favor of the transaction.

On May 31, 2016, the Court determined that the fair value of Dell at the time of the merger was $17.62 per share, as opposed to the $13.75 price offered in the transaction.

As a result, any shareholder perfecting appraisal rights is entitled to a payment at $17.62 per share plus statutory interest from the date the Dell transaction closed subject to possible appeal of the Court's decision.

The

compensation to Clients was intended to make them whole for the voting discrepancy that resulted in the denial of their appraisal rights.

We recovered insurance proceeds totaling $150.0 million related to this matter.

In accordance with the compensation payment, the Clients agreed that in the event the findings made by the Court regarding the fair value of Dell or the amount of interest to be applied were modified by a final, non-appealable judgment, T.

Rowe Price and the Clients would make an appropriate adjustment between themselves, calculated in a manner that is consistent with the methodology used to compensate Clients.

In December 2016, several parties, including Dell and the successful appraisal petitioners, filed appeals to the Delaware Supreme Court to challenge the Court’s valuation ruling.

On December 14, 2017, the Delaware Supreme Court reversed the judgment and remanded the case for further proceedings.

It is not clear how the Court will eventually rule and what the ultimate valuation will be, although the Supreme Court’s opinion suggests that the deal price of $13.75 may be the ultimate outcome.

Once the Court enters a final, non-appealable judgment, Clients will be required to repay any overpayment using the methodology used to calculate the original payment.

We estimate that the first $15.2 million reclaimed would be paid back to T.

Rowe Price Group.

We would then be required to repay any additional reclaimed funds to our insurers.

If we are unable to upgrade our infrastructure in a timely fashion,

Page 19

Our revenues and net income are derived primarily from investment advisory services provided to individual and institutional investors in [added: U.S. mutual funds, separately managed accounts, subadvised funds, and other] T.

[removed: Rowe Price] [added: | (in billions) | |] U.S. mutual funds [added: | | | | Subadvised] and [removed: other] [added: separate accounts | | | | Other] investment [removed: products.][added: products | | | | Total | | |]

Rowe Price products [removed: including] [added: include:] collective investment trusts, target date retirement trusts, open-ended investment products offered to investors outside the U.S., and products offered through variable annuity life insurance plans in the U.S.

The general trend to passive investing has been persistent and accelerated in recent years, which has [added: negatively] impacted our new client inflows.

We are investing in key capabilities, including investment professionals, technologies, and new product offerings; and, most importantly, [added: are] providing our clients with strong investment management expertise and service both now and in the future.

In [removed: 2018,] [added: 2019,] we expect to advance our strategic priorities to sustain and deepen our investment talent, add investment capabilities both in terms of new strategies and new investment vehicles, expand capabilities through enhanced technology, and broaden our distribution reach globally.

Results of several major equity market indexes for [removed: 2017] [added: 2018] are as follows:

| S&P 500 Index | [removed: 21.8%] [added: (4.4)%] |

| NASDAQ Composite [removed: Index (excluding dividends)] [added: Index(1)] | [removed: 28.2%] [added: (3.9)%] |

| Russell 2000 Index | [removed: 14.7%] [added: (11.0)%] |

| MSCI EAFE (Europe, Australasia, and Far East) Index | [removed: 25.6%] [added: (13.4)%] |

| MSCI Emerging Markets Index | [removed: 37.8%] [added: (14.3)%] |

Municipal bonds [added: easily] outperformed taxable [removed: bonds.][added: securities.]

Results of several major bond market indexes for [removed: 2017] [added: 2018] are as follows:

| Bloomberg Barclays U.S. Aggregate Bond Index | [removed: 3.5%] [added: —%] |

| JPMorgan Global High Yield Index | [removed: 8.3%] [added: (2.4)%] |

| Bloomberg Barclays Municipal Bond Index | [removed: 5.5%] [added: 1.3%] |

| Bloomberg Barclays Global Aggregate Ex-U.S. Dollar Bond Index | [removed: 10.5%] [added: (2.2)%] |

| JPMorgan Emerging Markets Bond Index Plus | [removed: 8.3%] [added: (5.3)%] |

[removed: Our assets] [added: Assets] under management ended [removed: 2017] [added: 2018] at [removed: $991.1] [added: $962.3] billion, [removed: an increase] [added: a decrease] of [removed: $180.3] [added: $28.8] billion from the end of [removed: 2016.][added: 2017.]

Investment advisory clients outside the U.S. account for about 6% of our assets under management at [removed: December 31, 2017, up from] [added: 2018 and 2017 and] about 5% at December 31, 2016.

| Assets under management [removed: by investment product] (in billions) | | [removed: 2016] | | | | [removed: 2017] | | | [added: | | | | | | | | | | | | | | | | |]

| [removed: Total] [added: Ending] assets under management | [added: $] | [added: 962.3 | | |] $ | [added: 991.1 | | | $ |] 810.8 | | | $ | [removed: 991.1] [added: (28.8] | [added: )] | [added: | (2.9 | )% | | $ | 180.3 | | | 22.2 | % |]

Our target date retirement products, which are included in the [removed: asset] [added: multi-asset] totals shown above, continue to be a significant part of our assets under management.

Rowe Price [removed: funds or T.][added: products.]

| Net cash flows before client transfers | | [removed: 7.9] [added: .3] | | | | [removed: (6.3] [added: (5.5] | | ) | | [removed: 1.6] [added: 2.4] | | | [added: | (2.8 | | ) |]

| Client [removed: transfers] [added: transfers(1)] | | [removed: (6.5] [added: (4.9] | | ) | | [removed: 6.5] [added: .3] | | | | [added: 4.6 | | | |] — | | |

| Net cash flows after client transfers | | [removed: 1.4] [added: (4.6] | | [added: )] | | [removed: .2] [added: (5.2] | | [added: )] | | [removed: 1.6] [added: 7.0] | | | [added: | (2.8 | | ) |]

| Net market appreciation and [removed: income] [added: income(2)] | | [removed: 9.6] [added: 30.8] | | | | [removed: 6.7] [added: 3.2] | | | | [removed: 16.3] [added: 16.5] | | | [added: | 50.5 | | |]

| Distributions not reinvested | | [removed: (1.5] [added: (.9] | | ) | | [removed: (.1] [added: —] | | [removed: )] | | [removed: (1.6] [added: —] | | [added: | | (.9 | |] ) |

| Assets under management at December 31, 2015 | | [added: $ |] 487.1 | | | [added: $] | [removed: 276] [added: 198.7] | | | [added: $] | [removed: 763.1] [added: 77.3] | | | [added: $ | 763.1 | |]

| Net cash flows before client transfers | | [removed: .3] [added: 4.4] | | | | [removed: (3.1] [added: (.2] | | ) | | [removed: (2.8] [added: 9.0] | | [removed: )] | [added: | 13.2 | | |]

| Net cash flows after client transfers | | [removed: (4.6] [added: (10.8] | | ) | | [removed: 1.8] [added: 3.1] | | | | [removed: (2.8] [added: 21.7] | | [removed: )] | [added: | 14.0 | | |]

| Net market appreciation and [removed: income] [added: income(2)] | | [removed: 31.7] [added: 115.1] | | | | [removed: 18.8] [added: 4.6] | | | | [removed: 50.5] [added: 46.6] | | | [added: | 166.3 | | |]

| Distributions not reinvested | | [removed: —] [added: (1.7] | | [added: )] | | — | | | | — | | | [added: | (1.7 | | ) |]

| Change during the period | | 27.1 | | | | [removed: 20.6] [added: 8.2] | | | | [added: 12.4 | | | |] 47.7 | | |

| Assets under management at December 31, 2016 | | 514.2 | | | | [removed: 296.6] [added: 206.9] | | | | [added: 89.7 | | | |] 810.8 | | |

| Net cash flows before client transfers | | 9.4 | | | | [removed: 4.6] [added: 1.4] | | | | [added: 3.2 | | | |] 14.0 | | |

| Client [removed: transfers] [added: transfers(1)] | | (20.2 | | ) | | [removed: 20.2] [added: 1.7] | | | | [added: 18.5 | | | |] — | | |

| Net cash flows after client transfers | | [removed: (10.8] [added: (16.1] | | ) | | [removed: 24.8] [added: 2.6] | | | | [removed: 14.0] [added: 26.7] | | | [added: | 13.2 | | |]

OVERVIEW.

The other T.

We currently expect our 2019 non-GAAP operating expenses to grow in the range of 4% to 7%.

This expense growth range factors in continued investments in the business, our cost optimization efforts, and the incremental cost of paying for all third-party investment research as and when implemented.

We could elect to adjust our expense growth should unforeseen circumstances arise, including significant market movements.

MARKET TRENDS.

U.S. stocks declined in 2018, the worst year for the U.S. equity market since 2008.

Stocks rose for much of the year, but market volatility-stemming from rising short-term interest rates and heightened global trade tensions, especially between the U.S. and China-was relatively high.

While most major U.S. stock indexes reached all-time highs around the end of the third quarter, equities plunged in the final months of the year, with several indexes falling into or close to bear market territory down at least 20% from recent highs by the end of the year.

The market faltered amid forecasts for slowing corporate earnings growth in 2019 and fears that the Federal Reserve would continue to raise interest rates in 2019 even if indications of softness in the U.S. economy emerge.

Stocks in developed non-U.S. equity markets fared worse than U.S. shares.

Japanese shares dropped almost 13%, as the export-oriented country was hurt by global trade tensions throughout the year and Japan’s economic contraction in the third quarter.

European stocks declined over 14% in U.S. dollar terms amid political turmoil, slowing growth, and global trade tensions.

Emerging markets stocks performed slightly worse than shares in developed non-U.S. markets.

In Asia, global trade tensions hurt several emerging markets significantly.

In emerging Europe, Turkish stocks plummeted roughly 41% as the lira plunged due to factors such as elevated inflation and tensions with the U.S. In Latin America, Brazilian shares ended the year nearly flat after a fourth-quarter surge on optimism that Brazil’s newly elected president will pursue business-friendly policies and pension reform.

Mexican stocks fell about 15% amid concerns about the governing style of the country’s new president.

(1) Returns exclude dividends

Global bond returns were generally negative for the year.

U.S. fixed income performance was mostly flat to negative, as the Federal Reserve raised the federal funds target rate four times.

Treasury yields increased across all maturities; the 10-year Treasury note yield increased from 2.40% to 2.69% during the year but decreased from seven-year highs above 3.20% in early October.

In the investment-grade universe, asset- and mortgage-backed securities posted positive returns, while long-term corporate and Treasury securities declined.

High yield bonds fell as credit spreads-the yield differences between higher- and lower-quality bonds-widened due to late-year risk aversion.

Bond returns in developed non-U.S. markets were negative in U.S. dollar terms.

While bond yields in some European markets declined and bond prices rose-especially late in the year-as investors fled equity market volatility, the stronger dollar versus the euro and the British pound hurt returns in dollar terms.

Japanese government bond ("JGB") yields were little changed for the year, but a stronger yen versus the dollar lifted JGB returns to U.S. investors.

Dollar-denominated emerging markets debt declined amid poor performance stemming from rising long-term interest rates in some countries and currency weakness in most developing markets.

In an attempt to defend their currencies, some emerging markets central banks were forced to raise short-term interest rates.

Bonds denominated in local currencies performed worse than dollar-denominated debt.

We had net cash inflows of $13.2 billion for 2018, but market depreciation and losses, including distributions not reinvested, lowered our assets under management by $42.0 billion.

The following table details changes in our assets under management by vehicle during the last three years:

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| Net market appreciation/(depreciation) and income/ (losses) | | 32.6 | | | | 13.4 | | | | 5.4 | | | | 51.4 | | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

GENERAL.

The other investment products include: separately managed accounts, subadvised funds, and other T.

We currently expect 2018 non-GAAP operating expense growth to lessen relative to 2017, even as growth in market driven expenses and investments in the business continue.

However, we could elect to adjust our expense growth should markets increase or decline significantly.

In addition, other events not currently planned or expected could impact our expense level in 2018.

We are carefully evaluating the impact the U.S. tax reform will have, and factoring in the potential investment, operating expense, and capital management implications.

BACKGROUND.

Lifted by favorable corporate earnings and economic growth, U.S. stocks posted excellent returns in 2017.

In fact, it was the ninth consecutive year of positive total returns for the S&P 500 Index.

Equities were also buoyed at times by hopes that President Trump’s proposals for lower tax rates, reduced regulation, and increased infrastructure spending would be enacted.

The Federal Reserve raised short-term interest rates three times in 2017, but the central bank’s moves were widely expected and did not disrupt the equity markets.

In the closing weeks of the year, Congress passed and President Trump signed legislation that reduces tax rates for corporations and closely held businesses and reduces marginal tax rates for individuals at most income levels.

Most major stock indexes finished the year near record levels amid expectations that the new tax law would lift corporate profits and add to U.S. economic growth in 2018.

Developed non-U.S. equity markets outperformed the broad U.S. market, as a weaker dollar enhanced returns to U.S. investors.

As measured by the MSCI Japan Index, Japanese stocks rose more than 24%, aided by an economic recovery and by the re-election of the reform-minded Prime Minister.

European equity markets also generated strong returns, lifted in part by an economic recovery and continued European Central Bank stimulus.

Shares in the UK rose, but lagged other markets, as Brexit-related uncertainty lingered for most of the year, growth remained sluggish, and elevated inflation prompted the Bank of England to raise short-term interest rates in November.

Emerging equity markets significantly outperformed developed markets.

Most major regions featured several countries with very strong returns in dollar terms.

Global bond returns were mostly positive in 2017.

In the U.S., shorter-term Treasury yields increased while the 10-year Treasury note yield, which dipped as low as about 2.0% in early September, decreased from about 2.5% to 2.4% for the year.

In the investment-grade universe, corporate bonds performed well as credit spreads tightened during the year.

Long-term Treasuries produced gains, but shorter-term Treasuries struggled.

High yield bonds outperformed high-quality issues, helped by their lower interest rate sensitivity and investors’ demand for securities with attractive yields.

Bonds in developed non-U.S. markets performed well in U.S. dollar terms in 2017, as the weaker dollar lifted returns to U.S. investors.

In the UK, the 10-year government bond yield was little changed for the year.

Late in the year, rising inflation prompted the Central Bank to raise short-term interest rates.

In the eurozone, bond yields generally rose, as the economic recovery gained traction.

Late in the year, the European Central Bank announced that it will continue its bond-buying program until September 2018, but that it will halve the size of its monthly purchases starting in January.

In Japan, the Central Bank sought to keep the 10-year government bond yield around 0%.

Bonds in developing markets produced good returns in dollar terms, as growth in the emerging markets universe generally improved.

Local currency bonds outperformed dollar-denominated issues, thanks to strength in many emerging markets currencies versus the U.S. dollar.

During 2017, investors entrusted net inflows of $14.0 billion to our management, and market appreciation and income, net of distributions not reinvested, added $166.3 billion.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| T. Rowe Price U.S. mutual funds | | $ | 514.2 | | | $ | 606.3 | |

| Other investment products | | 296.6 | | | | 384.8 | | |

| Assets under management by asset class (in billions) | | 2016 | | | | 2017 | | |

| Equity | | $ | 450.6 | | | $ | 564.1 | |

| Fixed income | | 121.2 | | | | 134.4 | | |

Rowe Price [removed: further] manages its [added: cash and discretionary investments] exposure to market risk by diversifying its investments among [removed: many domestic] [added: equity] and [removed: international products] [added: fixed income portfolios] as well as [removed: diversification among equity] [added: many domestic] and [removed: fixed income portfolios.][added: international products.]

[removed: We] [added: In order to quantify the sensitivity of our investments to changes in market valuations, we] have chosen to use a variant of each product's net asset value to quantify the equity price risk, as we believe the volatility in each product's net asset value best reflects the underlying risk potential as well as the market trends surrounding each of its investment objectives.

The potential future loss of value, before any income tax benefits, of these investments at [removed: year-end] [added: December 31, 2018] was determined by using the lower of each product’s lowest net asset value per share during [removed: 2017] [added: 2018] or its net asset value per share at December 31, [removed: 2017,] [added: 2018,] reduced by 10%.

| (in millions) | Fair value [removed: 12/31/2017] [added: 12/31/2018] | | | | Potential lower value | | | | Potential loss | | | | | |

| Direct investment in consolidated T. Rowe Price investment products | [removed: $] | [removed: 999.7] | | | [removed: $] | [removed: 844.3] | | | [removed: $] | [removed: 155.4] | | | [removed: 16] | [removed: %] |

Rowe Price investment products would [added: also] result in a corresponding decrease, net of tax, in our net income attributable to T.

Rowe Price investment products, expose us to [removed: foreign] currency translation risk when [removed: their foreign denominated] [added: the] financial statements are translated into U.S. dollars [removed: (USD).][added: ("USD").]

Our most significant exposure relates to the translation of the financial statements of our equity method investment in UTI [removed: ($155.8] [added: ($152.4] million at December 31, [removed: 2017).][added: 2018).]

UTI's financial statements are denominated in Indian rupees [removed: (INR)] [added: ("INR")] and are translated to USD each reporting period.

We do not use derivative financial instruments to manage this [removed: foreign] currency risk, so both positive and negative fluctuations in the INR against the USD will affect accumulated other comprehensive income and the carrying amount of our investment.

We had a cumulative translation loss, net of tax, of [removed: $30.6] [added: $48.8] million at December 31, [removed: 2017,] [added: 2018,] related to our investment in UTI.

We operate in several [removed: foreign] countries [added: outside the U.S.] of which the United Kingdom is the most prominent.

We incur operating expenses and have [removed: foreign currency-denominated] assets and liabilities [added: denominated in currencies other than USD] associated with these operations, although our revenues are predominately realized in USD.

Page [removed: 44][added: 47]

EQUITY PRICE RISK.

Seed capital investments, which are used for new product offerings, experience market volatility as we do not actively manage the market risk for these investments.

| Investments in T. Rowe Price products | | | | | | | | | | | | | | |

| Discretionary investments | $ | 1,399.0 | | | $ | 1,259.1 | | | $ | 139.9 | | | 10 | % |

| Seed capital not consolidated | 139.4 | | | | 125.4 | | | | 14.0 | | | | 10 | % |

| Investments designated as an economic hedge of supplemental savings plan liability | 381.3 | | | | 343.2 | | | | 38.1 | | | | 10 | % |

| Total | $ | 1,919.7 | | | $ | 1,727.7 | | | $ | 192.0 | | | 10 | % |

| Discretionary investments | $ | 19.2 | | | $ | 17.1 | | | $ | 2.1 | | | 11 | % |

| Seed capital | 882.2 | | | | 784.1 | | | | 98.1 | | | | 11 | % |

| Total | $ | 901.4 | | | $ | 801.2 | | | $ | 100.2 | | | 11 | % |

| Investment partnerships and other investments held at fair value | $ | 99.6 | | | $ | 79.8 | | | $ | 19.8 | | | 20 | % |

Any losses arising from the change in fair value of investments in T.

Rowe Price products would result in a corresponding decrease, net of tax, in our net income attributable to T.

Rowe Price Group.

CURRENCY TRANSLATION RISK.

Page 48

| Investments—available-for-sale | $ | 597.1 | | | $ | 531.1 | | | $ | 66.0 | | | 11 | % |

| Investments—trading | $ | 363.2 | | | $ | 311.7 | | | $ | 51.5 | | | 14 | % |

For available-for-sale investments, any losses arising from changes in fair value are recognized in other comprehensive income, net of tax, until the investment is disposed of, or if the investment is determined to be other-than-temporarily impaired.

We review the carrying amount of each investment on a quarterly basis and recognize an impairment charge in non-operating income (loss) whenever an unrealized loss is considered other than temporary.

[removed: Rowe Price] U.S. [removed: mutual funds (Price Funds), other T.][added: Mutual Funds]

[removed: |] Investment [removed: advisory fees | | $ | 3,728.7 | | | $ | 4,287.7 | | | $ | 559.0 | | | 15.0 | % |][added: Advisory Fees]

| Assets under management [removed: (in billions) | | | | | | | |] [added: by vehicle] | | | | | | | |

| [removed: Ending] [added: Total] assets under management | [removed: |] $ | [removed: 810.8] [added: 962.3] | | | $ | 991.1 | | [removed: | $ | 180.3 | | | 22.2 | % |]

In [removed: 2017,] [added: 2018,] our net cash [removed: flows include $7.1] [added: inflows included $12.0] billion in our target date retirement products, which provide shareholders with a single, diversified portfolio that invests in underlying [removed: T.][added: U.S. mutual funds or collective investment trusts.]

The assets under management in these products totaled [removed: $232.1] [added: $230.4] billion at December 31, [removed: 2017,] [added: 2018,] or [removed: 23.4%] [added: 23.9%] of our managed assets at December 31, [removed: 2017,] [added: 2018,] compared with [removed: 23.3%] [added: 23.6%] at the end of [removed: 2016.][added: 2017.]

Additional information concerning our assets under management, results of operations, and financial [removed: condition,] [added: 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.

Our core capabilities have enabled us to deliver excellent operating results since our [removed: IPO] [added: initial public offering] in 1986.

We maintain a client-centric culture that is focused on delivering [removed: excellent] [added: strong] long-term investment performance and world-class service to our clients.

We have distributed our broad array of active investment strategies through a diverse set of distribution channels [added: and vehicles] to meet the needs of our [added: global] clients.

Our ongoing financial strength has allowed us to take advantage of attractive growth [removed: opportunities,] [added: opportunities and] invest in key [removed: capabilities, including investment professionals, technologies, and new product offerings; and, most importantly, provide our clients with strong investment management expertise and service.][added: capabilities.]

The market in which we operate has been evolving quickly and a number of headwinds have arisen over the last few years, including [removed: a shifting demand from equities to income-oriented solutions as the population ages, demand for new vehicles to meet client needs, an accelerating regulatory landscape, and] passive and alternative investments taking market share from [added: traditional] active [removed: strategies.][added: strategies;]

As such, we are responding with several multi-year initiatives that are designed to strengthen our long-term competitive position and [removed: can be categorized into three areas: broadening our product offerings and vehicles; strengthening and deepening distribution across all channels; and strengthening our technology platform and digital capabilities.][added: to:]

We distribute our products in countries located within three broad geographical regions: [removed: North America,] [added: Americas,] Europe Middle East and Africa [removed: (EMEA),] [added: ("EMEA"),] and Asia Pacific [removed: (APAC).][added: ("APAC").]

We accumulate our assets under management from a diversified client base across five primary distribution channels: [removed: U.S.] [added: Americas] financial intermediaries; EMEA and APAC financial intermediaries; individual U.S. investors on a direct basis; U.S. retirement plan sponsors for which we provide recordkeeping services; and institutional investors globally.

Investors domiciled outside the U.S. represent [removed: nearly] [added: about] 6% of total assets under management at the end of [removed: 2017.][added: 2018.]

We service clients in [removed: 47] [added: 48] countries around the world.

The following table outlines the types of products within each distribution channel through which our assets under management as of December 31, [removed: 2017,] [added: 2018,] are sourced.

| [removed: U.S.] [added: Americas] financial intermediaries | | EMEA & APAC financial intermediaries | | Individual U.S. investors on a direct basis | | U.S. retirement plan sponsors [added: - full service recordkeeping] | | Global institutions |

| U.S. Mutual Funds | | SICAVs(1) / [removed: FCPs (2)] [added: FCPs(2)] | | U.S. Mutual Funds | | U.S. Mutual Funds | | U.S. Mutual Funds |

| Collective Investment Trusts | | Australian Unit Trusts [removed: (AUTS)] [added: ("AUTS")] | | Separate Accounts | | Collective Investment Trusts | | Collective Investment Trusts |

| Managed Accounts / Model Delivery | | Cayman Funds | | Model [removed: Delivery] [added: Portfolio(4)] | | | | Separate / Subadvised Accounts |

| College Savings Plans | | Subadvised Accounts | | | | | | Canadian [removed: Pension] Pooled Funds |

(1)Société d'Investissement à Capital Variable (Luxembourg), (2)Fonds Commun de Placement (Luxembourg), (3)Open ended investment company [removed: (U.K.)][added: (U.K.), (4) Provided through our ActivePlus Portfolios (5) Japanese Investment Trust Management]

We manage a broad range of investment strategies in equity, fixed income, and [removed: asset allocation] [added: multi-asset] across sectors, styles and regions.

We also offer specialized advisory services, including management of stable value investment contracts, modeled [removed: asset allocation] [added: multi-asset] solutions, and a distribution management service for the disposition of equity securities our clients receive from third-party venture capital investment pools.

The following table sets forth our broad investment capabilities as of December 31, [removed: 2017.][added: 2018.]

| Equity | | | | Fixed income | | | | [removed: Asset allocation] [added: Multi-Asset] |

| Large-Cap: Growth, Core, Value | | Global: All-Cap, Growth, Value | | [removed: Aggregate] [added: Core] Bond [removed: Index] | | Global Aggregate | | Target Date/Custom Target Date |

| Mid-Cap: Growth, Core, Value | | International [removed: Developed] [added: Developed: Growth, Core, Value] | | [removed: Core Bond] [added: Credit Opportunities] | | Global Multi-Sector | | Target Allocation |

| Small-Cap: Growth, Core, Value | | International Small-Cap | | [removed: Credit Opportunities] [added: Corporate] | | Global Dynamic Bond | | Global Allocation |

| Quantitative Equity: Multi-Cap, Style Index | | Emerging [removed: Markets: Global, Regional] [added: Markets Global: Growth, Value] | | [removed: Corporate] [added: Bank Loan] | | Global High Income | | Managed Volatility |

| Tax Efficient | | [removed: Europe] [added: Europe: Growth] | | [removed: Bank Loan] [added: High Yield] | | Emerging Markets | | Multi-Asset Solutions |

| Sectors | | [removed: Japan] [added: Japan: Growth] | | [removed: High Yield] [added: Stable Value] | | International Developed | | Real Assets |

| | | [removed: Australia] [added: Australia: Growth] | | [removed: Stable Value] [added: Securitized] | | Global Corporate | | Retirement Income |

Our research staff operates primarily from offices located in the U.S. and [removed: England] [added: U.K.] with additional staff based in Australia, Hong Kong, Japan, [removed: Singapore] [added: Singapore,] and Switzerland.

From time to time, we introduce new strategies, investment [removed: vehicles] [added: 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.

At December 31, [removed: 2017,] [added: 2018,] we had seed capital investments of [removed: $1.2] [added: $1.1] billion in our products.

At present, the following [removed: strategies] [added: strategies, which represent about 20% of total assets under management at December 31, 2018,] are generally closed to new investors:

The following [removed: table shows] [added: tables show] our assets under management [removed: (in billions),] by distribution channel, vehicle, account type, and asset class:

We provide an array of U.S. mutual funds, separately managed accounts, subadvised funds, and other T.

Rowe Price products.

The other T.

Rowe Price products include: collective investment trusts, target date retirement trusts, 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 also provide certain investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services; participant recordkeeping and transfer agent services for defined contribution retirement plans; brokerage; and trust services.

These include adding to our client-facing associates and investment professionals across the globe, enhancing our technologies, introducing new product offerings, and, most importantly, providing our global clients with strong investment management expertise and service.

a shifting demand from equities to income-oriented solutions as the population ages; pricing pressure; demand for new vehicles to meet client needs; an accelerating regulatory landscape; and a shifting demand from equities to income-oriented solutions as the population ages.

| • | Maintain our position as a premier active asset manager, delivering durable value to clients. |

| • | Become an ever more integrated investment solutions provider, leveraging firmwide investment capabilities to meet changing client needs. |

| • | Build T. Rowe Price into a more globally diversified asset manager. |

| • | Become a more recognized global partner for retirement-oriented investors. |

| • | Remain a destination of choice for top talent, with a culture of accountability and collaboration. |

| • | Become a more agile company that stays ahead of and capitalizes on disruption. |

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

At December 31, 2018, we had $962.3 billion in assets under management, including $564.5 billion in the U.S. mutual funds and $397.8 billion in separately managed accounts, subadvised funds, and other T.

Rowe Price products.

While assets under management decreased $28.8 billion from the end of 2017, we had net cash inflows of $13.2 billion for 2018, but market depreciation and losses, including distributions not reinvested, lowered our assets under management by $42.0 billion.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| (in billions) | 2018 | | | | 2017 | | |

| | | | | | | | |

| | | | | | | | |

| Defined contribution - full-service recordkeeping | 101.8 | | | | 103.6 | | |

| Other | 308.8 | | | | 320.6 | | |

| Total assets under management | $ | 962.3 | | | $ | 991.1 | |

| | | | | | | | |

| Fixed income, including money market | 136.1 | | | | 134.4 | | |

| Multi-Asset(4) | 286.3 | | | | 292.6 | | |

| Total assets under management | $ | 962.3 | | | $ | 991.1 | |

(1) Includes Americas, EMEA, and APAC financial intermediaries and institutions.

(2) Includes T.

Rowe Price investments in proprietary products, assets of the T.

(3) Certain 2017 amounts have been reclassified as additional information became available to enable more appropriate classification.

(4) 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.

Distribution Channels and Products

| Canadian Pooled Funds | | | | | | | | Japanese ITM (5) |

Investment Capabilities

| | | Frontier Markets | | Treasury | | Global High Yield | | Alternatives |

| | | Quantitative Equity: Global | | Short Duration | | Global Government | | |

| | | Sectors | | Municipal | | Asia | | |

GENERAL.

We provide an array of T.

Rowe Price investment products, subadvisory services, separate account management, recordkeeping, and related services to individuals, advisors, institutions, financial intermediaries, and retirement plan sponsors.

At December 31, 2017, we had $991.1 billion in assets under management, including $606.3 billion in the T.

Rowe Price U.S. mutual funds and $384.8 billion in other investment products.

2017 FINANCIAL HIGHLIGHTS.

U.S. stocks posted excellent returns in 2017.

In fact, it was the ninth consecutive year of positive total returns for the S&P 500 Index.

Most major stock indexes finished the year near record highs amid expectations that the new U.S. tax law would lift corporate profits and add to U.S. economic growth in 2018.

The S&P 500 Index and the NASDAQ Composite Index, which is heavily weighted in technology companies, returned 21.8% and 28.2%, respectively, in 2017.

Developed non-U.S. equity markets outperformed the broad U.S. market in 2017, as a weaker dollar enhanced returns to U.S. investors.

Global bond returns were mostly positive in 2017.

The table below presents financial results on a U.S. GAAP basis as well as a non-GAAP basis that adjusts for the impact of the Dell appraisal rights matter, the consolidated T.

Rowe Price investment products, the supplemental savings plan, other non-operating income, and the non-recurring charge recognized in 2017 related to the enactment of U.S. tax reform.

We believe the non-GAAP financial measures below provide relevant and meaningful information to investors about our core operating results.

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (in millions, except per-share data) | | 2016 | | | | 2017 | | | | Dollar change | | | | Percentage change | |

| U.S. GAAP Basis | | | | | | | | | | | | | | | |

| Net revenues | | $ | 4,222.9 | | | $ | 4,793.0 | | | $ | 570.1 | | | 13.5 | % |

| Operating expenses | | $ | 2,489.5 | | | $ | 2,684.2 | | | $ | 194.7 | | | 7.8 | % |

| Net operating income | | $ | 1,733.4 | | | $ | 2,108.8 | | | $ | 375.4 | | | 21.7 | % |

| Non-operating income | | $ | 227.1 | | | $ | 396.3 | | | $ | 169.2 | | | 74.5 | % |

| Net income attributable to T. Rowe Price Group | | $ | 1,215.0 | | | $ | 1,497.8 | | | $ | 282.8 | | | 23.3 | % |

| Diluted earnings per common share | | $ | 4.75 | | | $ | 5.97 | | | $ | 1.22 | | | 25.7 | % |

| Weighted average common shares outstanding assuming dilution | | 250.3 | | | | 245.1 | | | | (5.2 | | ) | | (2.1 | )% |

| Adjusted(1) | | | | | | | | | | | | | | | |

| Operating expenses | | $ | 2,416.8 | | | $ | 2,715.8 | | | $ | 299.0 | | | 12.4 | % |

| Net income attributable to T. Rowe Price Group | | $ | 1,148.9 | | | $ | 1,361.1 | | | $ | 212.2 | | | 18.5 | % |

| Diluted earnings per common share | | $ | 4.49 | | | $ | 5.43 | | | $ | .94 | | | 20.9 | % |

| Average assets under management | | $ | 778.2 | | | $ | 909.0 | | | $ | 130.8 | | | 16.8 | % |

(1) See the reconciliation to the comparable U.S. GAAP measures at the end of the Results of Operations sections of Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.

In 2016, we paid our clients $166.2 million to compensate them for the denial of their appraisal rights in connection with the 2013 leveraged buyout of Dell.

We made claims with our insurance carriers and, on December 30, 2016, entered into an agreement with our primary insurance carrier to recover $100 million from the claim.

The insurance proceeds were recognized as an offset to the related $166.2 million charge in 2016.

In 2017, we received $50 million in additional recoveries from our insurance carriers and recognized a related reduction in operating expenses.

In 2017, we recognized a non-recurring charge of $71.1 million to reflect the estimated effect of the U.S. tax law changes enacted on December 22, 2017, in a comprehensive tax reform bill originally known as the Tax Cuts and Jobs Act ("Tax Reform").

The recognized charge was based on current interpretation of the tax law changes, and includes $18.9 million for the remeasurement of our deferred tax assets and liabilities, and a $52.2 million tax liability for the mandatory deemed repatriation of foreign sourced net earnings.

Assets Under Management.

Assets under management ended 2017 at $991.1 billion, an increase of $180.3 billion from the end of 2016.

This matter is in the [removed: early stages] [added: discovery phase] of litigation and we cannot predict the eventual outcome or whether it will have a material negative impact on our financial results, or estimate the possible loss or range of loss that may arise from any negative outcome.

Page 20

For the fiscal year ended December 31, [removed: 2017][added: 2018]

The aggregate market value of the common equity (all voting) held by non-affiliates (excludes [removed: current] executive officers and directors) computed using [removed: $74.21] [added: $116.09] per share (the NASDAQ Official Closing Price on June [removed: 30, 2017,] [added: 29, 2018,] the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $17.4] [added: $27.6] billion.

The number of shares outstanding of the registrant's common stock as of the latest practicable date, February [removed: 14, 2018,] [added: 12, 2019,] is [removed: 244,444,519.][added: 236,263,621.]

DOCUMENTS INCORPORATED BY REFERENCE: In Part III, the Definitive Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders to be filed pursuant to Regulation 14A.

Exhibit index begins on page [removed: 78.][added: 82.]

| ITEM 1A. | [Risk [removed: Factors](#s65383DD0FB1858BC9476EDED8A0F5A90)] [added: Factors](#s8E72EB2DC49C51028BC371019DBF3A16)] | [removed: [11](#s65383DD0FB1858BC9476EDED8A0F5A90)] [added: [11](#s8E72EB2DC49C51028BC371019DBF3A16)] |

| ITEM 1B. | [Unresolved Staff [removed: Comments](#s7AEF274E82F057329351D199BB403E49)] [added: Comments](#s26B1326C7A6356DDA4FFB87FF09EB096)] | [removed: [20](#s7AEF274E82F057329351D199BB403E49)] [added: [19](#s26B1326C7A6356DDA4FFB87FF09EB096)] |

| ITEM 2. | [removed: [Properties](#sDBAE7588E01A5EC782FA2E52AD79921D)] [added: [Properties](#s96D8840EE3B354BAAB2AB0A2394B886F)] | [removed: [20](#sDBAE7588E01A5EC782FA2E52AD79921D)] [added: [19](#s96D8840EE3B354BAAB2AB0A2394B886F)] |

| ITEM 3. | [Legal [removed: Proceedings](#sDCE53C710C87584B9FE6B6E1104082BF)] [added: Proceedings](#sD32D90038793566EAB5AF363A0643210)] | [removed: [20](#sDCE53C710C87584B9FE6B6E1104082BF)] [added: [20](#sD32D90038793566EAB5AF363A0643210)] |

| ITEM 4. | [Mine Safety [removed: Disclosures](#s46482D66DA4E57A48BA037064F9557DF)] [added: Disclosures](#s2F126CDF638E5A6C9753632981B39BBC)] | [removed: [21](#s46482D66DA4E57A48BA037064F9557DF)] [added: [20](#s2F126CDF638E5A6C9753632981B39BBC)] |

| ITEM. | [Executive Officers of the [removed: Registrant](#s3723FFE1B60F5F8AB826204611FA27B1)] [added: Registrant](#sC7D30BBD089C5B82B4A04CB8D640C58C)] | [removed: [21](#s3723FFE1B60F5F8AB826204611FA27B1)] [added: [20](#sC7D30BBD089C5B82B4A04CB8D640C58C)] |

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| ITEM 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s2046ECC183055EB7BCDB1538C9F3CD33)] [added: Operations](#s0566FA7BAD4E5BD292C6BA3030D590A1)] | [removed: [24](#s2046ECC183055EB7BCDB1538C9F3CD33)] [added: [24](#s0566FA7BAD4E5BD292C6BA3030D590A1)] |

| ITEM 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s349D2337E19654B993E80C247D16B6C2)] [added: Risk](#s0385BA2CED525478B01935B351745C59)] | [removed: [44](#s349D2337E19654B993E80C247D16B6C2)] [added: [47](#s0385BA2CED525478B01935B351745C59)] |

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10-K 1 a201810k.htm 10-K

\[X\]

| | [PART I](#s6807F3FE4AAE5DE389192DB9D6D90F33) | [2](#s6807F3FE4AAE5DE389192DB9D6D90F33) |

| ITEM 1. | [Business](#s83B3B757BD8B566AB2E5A109E9112BD6) | [2](#s3FBD6930348550FC8E2579A8087EE5A4) |

| | [PART II](#sB5B8008FFE7E5764ADCF9DF934260AF6) | [22](#sB5B8008FFE7E5764ADCF9DF934260AF6) |

| | [PART IV](#s1777ACD290B056138FABA8719E3A18E6) | [82](#s1777ACD290B056138FABA8719E3A18E6) |

| [SIGNATURES](#s13817986B1BE51F28E5CBA645A6568A6) | | [86](#s13817986B1BE51F28E5CBA645A6568A6) |

10-K 1 a201710k.htm 10-K

\[ \]

| | [PART I](#s002A9450E1A55AF8924239B5A1D95196) | [2](#s002A9450E1A55AF8924239B5A1D95196) |

| ITEM 1. | [Business](#sDDC7A2E6C3A952C0B4724F14806D0DB9) | [2](#sECD68743582157BEA458D4D6C226DBF9) |

| | [PART II](#s21C936D18B2556F1B55FE9062D4C80D9) | [22](#s21C936D18B2556F1B55FE9062D4C80D9) |

| | [PART IV](#sFD4D24C5ABC652C4BF210FB63BDC9551) | [78](#sFD4D24C5ABC652C4BF210FB63BDC9551) |

| [SIGNATURES](#sA5ED7D5F2CB550E8A8929FD9389FE746) | | [81](#sA5ED7D5F2CB550E8A8929FD9389FE746) |

Our corporate headquarters occupies [removed: 440,000] [added: 472,000] square feet of space under lease until 2027 at 100 East Pratt Street in Baltimore, Maryland.

Our operating and servicing activities are largely conducted at owned facilities in campus settings comprising 1.2 million square feet on three parcels of land in close proximity to Baltimore in Owings Mills, [removed: Maryland] [added: Maryland,] and about 290,000 square feet in Colorado Springs, Colorado.

We lease all our offices outside the U.S. with London and Hong Kong being our largest, as well as our business operations recovery site and innovation center in Maryland, [removed: our customer service call center in Tampa,] a sales and client relationship office in San Francisco, and our technology development center in New York City.

Information concerning our anticipated capital expenditures in [removed: 2018] [added: 2019] and our future minimum rental payments under noncancelable operating leases at December 31, [removed: 2017,] [added: 2018,] is set forth in the capital resources and liquidity and contractual obligations discussions in Item 7 of this Form 10-K.

Page 19

In June 2018, we announced we would be closing our Tampa, Florida customer service call center in June 2019.

In March 2018, we will be closing the Washington D.C., and McLean, Virginia investor centers that we have used for walk-in traffic and investor meeting purposes.

We will maintain the remaining four investor centers for appointments only, two of which are in leased facilities located in Baltimore, Maryland and Tampa, Florida.

The remaining two are located in our owned facilities in Colorado Springs and Owings Mills.

The following information includes the names, ages, and positions of our executive officers as of February [removed: 16, 2018.][added: 13, 2019.]

The first [removed: six] [added: 10] individuals are members of our management committee.

Stromberg [removed: (57),] [added: (58),] President and Chief Executive Officer since 2016.

Alderson [removed: (55),] [added: (56),] Co-Head of Global Equity since 2017, Head of International Equity [removed: since 2009,] [added: from 2009 to 2017,] and a Vice President since 2002.

David Oestreicher, [removed: (50), Corporate Secretary since 2012,] [added: (51),] Chief Legal Counsel since 2008, [added: Corporate Secretary since 2012,] and a Vice President since 2001.

Sharps, [removed: (46), Co-Head] [added: (47), Head] of [removed: Global Equity] [added: Investments] since [removed: 2017,] [added: 2018,] Group Chief Investment Officer since 2017, [added: Co-Head of Global Equity from 2017 to 2018,] Lead Portfolio Manager, Institutional U.S. Large-Cap Equity Growth Strategy from 2001 to 2016, and a Vice President since 2001.

[removed: Moreland (61), Treasurer since 2010, and] [added: Dufétel (38),] Chief Financial Officer and [added: Treasurer since 2018 and] a Vice President since [removed: 2004.][added: 2017.]

Hiebler [removed: (42),] [added: (43),] Principal Accounting Officer since 2010 and a Vice President since 2009.

Céline S.

Prior to joining the firm in 2017, Ms. Dufétel was managing director and global head of marketing, product management, and client service at Neuberger Berman, and prior to that, she was a partner and head of the North American Asset Management practice with McKinsey & Company.

Page 20

Scott B.

David (52), Head of Individual and Retirement Plan Services and a Vice President since 2011.

Robert C.T. Higginbotham (51), Head of Global Investment Management Services since 2018, Head of Global Investment Services from 2012 to 2018, and a Vice President since 2012.

Andrew McCormick (58), Head of Fixed Income from 2019, Head of U.S. Taxable Bond from 2013 to 2018, and a Vice President since 2008.

Sebastien Page (42), Head of Global Multi-Asset and a Vice President since 2015.

From 2010 through 2015, Mr. Page was an executive vice president at PIMCO, where he led a team focused on research and development of multi-asset solutions.

Eric Veiel (47), Co-Head of Global Equity since 2018, Head of U.S. Equity from 2016 to 2018, Director of Equity Research North America from 2014 to 2015, and a Vice President since 2006.

Edward C.

Bernard (62), Vice Chairman since 2007, and a Vice President since 1989.

Effective March 1, 2018, Mr. Sharps will become Head of Investments.

Edward A.

Wiese (58), Head of Fixed Income since January 2015, and a Vice President since 2001.

Kenneth V.

Mr. Moreland will retire as our Chief Financial Officer and Treasurer immediately after the filing of this Form 10-K and be succeeded in those roles by Céline S.

Dufétel (37).

[removed: The high and low trade price information and dividends] [added: Dividends] per share during the past two years were:

These plans provide for the following issuances of shares of our common stock at December 31, [removed: 2017:][added: 2018:]

| Exercise of outstanding options | | [removed: 15,221,123] [added: 11,300,393] | | | — | | | [removed: 15,221,123] [added: 11,300,393] | |

| Settlement of outstanding restricted stock units | | [removed: 5,635,197] [added: 6,651,559] | | | — | | | [removed: 5,635,197] [added: 6,651,559] | |

The outstanding options included in the table above have a weighted-average exercise price of [removed: $66.98.][added: $69.05.]

The following table presents repurchase activity during the fourth quarter of [removed: 2017.][added: 2018.]

Shares repurchased by us in a quarter may include repurchases conducted pursuant to publicly announced Board [removed: authorization,] [added: authorizations,] outstanding shares surrendered to the company to pay the exercise price in connection with swap exercises of employee stock [removed: options,] [added: options] and shares withheld to cover the minimum tax withholding obligation associated with the vesting of restricted stock awards.

Of the total number of shares purchased during the fourth quarter of [removed: 2017, 621,213] [added: 2018, 44,511] were related to shares surrendered in connection with employee stock option exercises and [removed: 185,637] [added: 122,620] were related to shares withheld to cover tax withholdings associated with the vesting of restricted stock awards.

The remaining [removed: 15,000] [added: 5,482,741] shares of our common stock purchased during the fourth quarter of [removed: 2017] [added: 2018] were repurchased pursuant to the Board of Directors’ December [removed: 10, 2015,] [added: 6, 2016,] publicly announced authorization.

The maximum number of shares that may yet be purchased as of December 31, [removed: 2017,] [added: 2018,] under the Board of Directors’ December [removed: 10, 2015, and December] 6, 2016, [added: and April 26, 2018,] publicly announced authorizations is [removed: 15,183,779.][added: 14,347,806.]

We have [removed: 7,247] [added: 7,480] stockholders of record and approximately [removed: 215,000] [added: 213,000] beneficial stockholder accounts held by brokers, banks, and other intermediaries holding our common stock.

[removed: Common stock owned outright by our associates,] combined with outstanding vested stock options and unvested restricted stock awards, total [removed: 14%] [added: 13%] of our outstanding [removed: shares] [added: stock] and outstanding vested stock options at December 31, [removed: 2017.][added: 2018.]

| 2018 | $ | .70 | | | $ | .70 | | | $ | .70 | | | $ | .70 | |

| 2017 | $ | .57 | | | $ | .57 | | | $ | .57 | | | $ | .57 | |

| Future issuances | | 20,024,786 | | | 2,340,343 | | | 22,365,129 | |

| Total | | 37,976,738 | | | 2,340,343 | | | 40,317,081 | |

| October | | 2,568,894 | | | $ | 100.36 | | | 2,553,865 | | | 17,276,682 | |

| November | | 727,394 | | | $ | 94.66 | | | 721,129 | | | 16,555,553 | |

| December | | 2,353,584 | | | $ | 90.85 | | | 2,207,747 | | | 14,347,806 | |

| Total | | 5,649,872 | | | $ | 95.67 | | | 5,482,741 | | | | |

On February 12, 2019, the Board of Directors approved an authorization to repurchase an additional 10 million shares of common stock.

Common stock owned outright by our associates,

| | | | | | | | | | | | | | | | |

| 2016 – High price | $ | 74.72 | | | $ | 79.00 | | | $ | 75.12 | | | $ | 78.95 | |

| Low price | $ | 63.57 | | | $ | 67.34 | | | $ | 64.76 | | | $ | 62.97 | |

| Cash dividends declared | $ | .54 | | | $ | .54 | | | $ | .54 | | | $ | .54 | |

| 2017 – High price | $ | 77.08 | | | $ | 75.92 | | | $ | 91.19 | | | $ | 106.10 | |

| Low price | $ | 65.33 | | | $ | 67.60 | | | $ | 74.16 | | | $ | 89.38 | |

| Cash dividends declared | $ | .57 | | | $ | .57 | | | $ | .57 | | | $ | .57 | |

| Future issuances | | 18,445,397 | | | 2,693,679 | | | 21,139,076 | |

| Total | | 39,301,717 | | | 2,693,679 | | | 41,995,396 | |

| October | | 297,191 | | | $ | 94.10 | | | — | | | 15,198,779 | |

| November | | 179,440 | | | $ | 97.76 | | | 15,000 | | | 15,183,779 | |

| December | | 345,219 | | | $ | 102.78 | | | — | | | 15,183,779 | |

| Total | | 821,850 | | | $ | 98.54 | | | 15,000 | | | | |

| | [removed: 2013] [added: 2018] | | | | [removed: 2014] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2016] [added: 2015] | | | | [removed: 2017] [added: 2014] | | |

| Net [removed: revenues] [added: revenues(1)] | $ | [removed: 3,484] [added: 5,373] | | | $ | [removed: 3,982] [added: 4,855] | | | $ | [removed: 4,201] [added: 4,285] | | | $ | [removed: 4,223] [added: 4,201] | | | $ | [removed: 4,793] [added: 3,982] | |

| Net operating [removed: income(1)] [added: income] | $ | [removed: 1,637] [added: 2,361] | | | $ | [removed: 1,891] [added: 2,109] | | | $ | [removed: 1,899] [added: 1,733] | | | $ | [removed: 1,733] [added: 1,899] | | | $ | [removed: 2,109] [added: 1,891] | |

| Net [removed: income(1)] [added: income] | $ | [removed: 1,048] [added: 1,769] | | | $ | [removed: 1,230] [added: 1,581] | | | $ | [removed: 1,223] [added: 1,254] | | | $ | [removed: 1,254] [added: 1,223] | | | $ | [removed: 1,581] [added: 1,230] | |

| Net income [added: (loss)] attributable to redeemable non-controlling [removed: interests(2)] [added: interests] | $ | [removed: —] [added: (69] | [added: )] | | $ | [removed: —] [added: 83] | | | $ | [removed: —] [added: 39] | | | $ | [removed: 39] [added: —] | | | $ | [removed: 83] [added: —] | |

| Net income attributable to T. Rowe Price [removed: Group(1)] [added: Group] | $ | [removed: 1,048] [added: 1,838] | | | $ | [removed: 1,230] [added: 1,498] | | | $ | [removed: 1,223] [added: 1,215] | | | $ | [removed: 1,215] [added: 1,223] | | | $ | [removed: 1,498] [added: 1,230] | |

| Adjusted net income attributable to T. Rowe Price [removed: Group(3)] [added: Group(2)] | $ | [removed: 1,009] [added: 1,807] | | | $ | [removed: 1,161] [added: 1,361] | | | $ | [removed: 1,160] [added: 1,149] | | | $ | [removed: 1,149] [added: 1,160] | | | $ | [removed: 1,361] [added: 1,161] | |

| Basic earnings | $ | [removed: 4.02] [added: 7.41] | | | $ | [removed: 4.68] [added: 6.07] | | | $ | [removed: 4.74] [added: 4.85] | | | $ | [removed: 4.85] [added: 4.74] | | | $ | [removed: 6.07] [added: 4.68] | |

| Diluted earnings | $ | [removed: 3.90] [added: 7.27] | | | $ | [removed: 4.55] [added: 5.97] | | | $ | [removed: 4.63] [added: 4.75] | | | $ | [removed: 4.75] [added: 4.63] | | | $ | [removed: 5.97] [added: 4.55] | |

| Adjusted diluted [removed: earnings(3)] [added: earnings(2)] | $ | [removed: 3.76] [added: 7.15] | | | $ | [removed: 4.29] [added: 5.43] | | | $ | [removed: 4.39] [added: 4.49] | | | $ | [removed: 4.49] [added: 4.39] | | | $ | [removed: 5.43] [added: 4.29] | |

| Cash dividends [removed: declared(4)] [added: declared(3)] | $ | [removed: 1.52] [added: 2.80] | | | $ | [removed: 1.76] [added: 2.28] | | | $ | [removed: 4.08] [added: 2.16] | | | $ | [removed: 2.16] [added: 4.08] | | | $ | [removed: 2.28] [added: 1.76] | |

| Weighted-average common shares outstanding | [removed: 258.3] [added: 242.2] | | | | [removed: 259.6] [added: 241.2] | | | | [removed: 254.6] [added: 245.5] | | | | [removed: 245.5] [added: 254.6] | | | | [removed: 241.2] [added: 259.6] | | |

| Weighted-average common shares outstanding assuming dilution | [removed: 266.3] [added: 246.9] | | | | [removed: 267.4] [added: 245.1] | | | | [removed: 260.9] [added: 250.3] | | | | [removed: 250.3] [added: 260.9] | | | | [removed: 245.1] [added: 267.4] | | |

[removed: (3)] [added: (2)] These items represent non-GAAP financial measures that have been established in order to increase transparency for the purpose of evaluating our core business, for comparing current results with prior period results, and to enable more appropriate comparison with industry peers.

[removed: (4)] [added: (3)] Cash dividends declared in 2015 includes a special dividend of $2.00 per share that we paid during [removed: the] [added: that] year.

| Total assets | $ | [removed: 5,033] [added: 7,689] | | | $ | [removed: 5,644] [added: 7,535] | | | $ | [removed: 5,107] [added: 6,226] | | | $ | [removed: 6,225] [added: 5,107] | | | $ | [removed: 7,535] [added: 5,644] | |

| Redeemable non-controlling interests | $ | [removed: —] [added: 740] | | | $ | [removed: —] [added: 993] | | | $ | [removed: —] [added: 687] | | | $ | [removed: 687] [added: —] | | | $ | [removed: 993] [added: —] | |

| Stockholders’ equity | $ | [removed: 4,818] [added: 6,124] | | | $ | [removed: 5,395] [added: 5,824] | | | $ | [removed: 4,762] [added: 5,009] | | | $ | [removed: 5,009] [added: 4,762] | | | $ | [removed: 5,824] [added: 5,395] | |

| Assets under management (in billions) | $ | [removed: 692.4] [added: 962.3] | | | $ | [removed: 746.8] [added: 991.1] | | | $ | [removed: 763.1] [added: 810.8] | | | $ | [removed: 810.8] [added: 763.1] | | | $ | [removed: 991.1] [added: 746.8] | |

| | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

(1) Net revenues for 2017 and 2016 have been adjusted to reflect the adoption of new revenue accounting guidance on January 1, 2018.

We adopted the guidance using the retrospective method, which required adjustments to be reflected as of January 1, 2016.

Accordingly, net revenues for 2015 and 2014 have not been adjusted.

See the New Accounting Guidance section of Note 1 to the consolidated financial statements within Item 8, Financial Statements and Supplementary Data for more information about the adoption of this guidance.

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

(1) Net operating income reflects a non-recurring net charge of $66.2 million in 2016 and an insurance recovery of $50.0 million in 2017 related to the Dell appraisal rights matter.

Net income and net income attributable to T.

Rowe Price Group reflect the after-tax impact of these items.

(2) Net income attributable to redeemable non-controlling interests represents the portion of net income of our consolidated T.

Rowe Price investment products we recognized in our consolidated statements of income that is attributable to the interests held by third-party investors.

| | |

| --- | --- |

| Consolidated Balance Sheets at December 31, [removed: 2016] [added: 2018] and 2017 | [removed: [46](#s1D9D674F3095535EB0F975324914B0D0)] [added: [50](#s96CD31D4C23C5172BD7C29FBE5E4FC3E)] |

| Consolidated Statements of Income for each of the years in the three-year period ended December 31, [removed: 2017] [added: 2018] | [removed: [47](#s8893BEE27268586E81AF96DB30BF205E)] [added: [51](#s70A3C9EBF4C150759304CFDBE7FD138E)] |

| Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, [removed: 2017] [added: 2018] | [removed: [48](#s83A80E4058D15744A138500FB34722FF)] [added: [52](#s3216FD11BB015BFDB9EC68E7187E1B0C)] |

| Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 2017] [added: 2018] | [removed: [49](#s93125A41F10452DA878A5D9CB4AF30BD)] [added: [53](#s5798A3760880530CB9B9F0FF0F675D47)] |

| Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended December 31, [removed: 2017] [added: 2018] | [removed: [50](#sa4a2f6215c964f15813e0c9fe40fc293)] [added: [54](#sCC62913F923B5B9C8DBDC017F15905D2)] |

| [Notes to Consolidated Financial [removed: Statements, including Supplementary Quarterly Financial Data](#s8A30D7E68C1156FFA499E3F2AEC39C0F)] [added: Statements](#s64A598AF2B3D57CBBB31AB0EF3BC92D5)] | [removed: [57](#s8A30D7E68C1156FFA499E3F2AEC39C0F)] [added: [56](#s64A598AF2B3D57CBBB31AB0EF3BC92D5)] |

| [Report of Independent Registered Public Accounting [removed: Firm](#sA2631C4092915AB9937DC629C8C84024)] [added: Firm](#s13DF339F83BD57C98D23BED107E41248)] | [removed: [74](#sA2631C4092915AB9937DC629C8C84024)] [added: [78](#s13DF339F83BD57C98D23BED107E41248)] |

Page [removed: 45][added: 75]

| | [removed: 12/31/2016] [added: 2017] | | | | [removed: 12/31/2017] | | | [added: | | | | | | | | | 2016 | | | | | | | | | | | | | | |]

| [removed: ASSETS] [added: Assets] | | | | | | | | [added: | | | | | | | |]

| Cash and cash equivalents | $ | [removed: 1,204.9] [added: 1,425.2] | | | $ | 1,902.7 | |

| Accounts receivable and accrued revenue | [removed: 455.1] [added: 549.6] | | | | [removed: 556.7] [added: 565.3] | | |

| Investments | [removed: 1,257.5] [added: 2,453.4] | | | | 1,477.3 | | |

| Assets of consolidated T. Rowe Price investment products [removed: ($1,446.1] [added: ($1,392.6] million at December 31, [removed: 2016,] [added: 2018] and $1,839.6 million at December 31, 2017, related to variable interest entities) | [removed: 1,680.5] [added: 1,680.4] | | | | 2,048.4 | | |

| Property and equipment, net | [removed: 615.1] [added: 661.3] | | | | 652.0 | | |

| Accounts payable and accrued expenses | $ | [removed: 180.8] [added: 228.5] | | | $ | [removed: 215.5] [added: 216.2] | |

| Liabilities of consolidated T. Rowe Price investment products [removed: ($56.8] [added: ($22.7] million at December 31, [removed: 2016,] [added: 2018] and $39.5 million at December 31, 2017, related to variable interest entities) | [removed: 65.6] [added: 38.7] | | | | 55.9 | | |

| Accrued compensation and related costs | [removed: 92.6] [added: 123.3] | | | | 108.5 | | |

| Supplemental savings plan liability | [removed: 150.9] [added: 380.0] | | | | 269.3 | | |

| Income taxes payable | [removed: 39.3] [added: 54.2] | | | | 68.3 | | |

| Redeemable non-controlling interests | [removed: 687.2] [added: 740.3] | | | | 992.8 | | |

| Common stock, $.20 par value—authorized 750,000,000; issued [removed: 244,784,000] [added: 238,069,000] shares at December 31, [removed: 2016,] [added: 2018] and 245,111,000 at December 31, 2017 | [removed: 49.0] [added: 47.6] | | | | 49.0 | | |

| Additional capital in excess of par value | [removed: 654.5] [added: 654.6] | | | | 846.1 | | |

| Retained earnings | [removed: 4,293.6] [added: 5,464.1] | | | | 4,932.9 | | |

| Accumulated other comprehensive [removed: income (loss)] [added: loss] | [removed: 11.5] [added: (42.0] | | [added: )] | | (3.6 | | ) |

| Total permanent stockholders' equity | [removed: 5,008.6] [added: 6,124.3] | | | | 5,824.4 | | |

| Total liabilities, redeemable non-controlling interests and permanent stockholders’ equity | $ | [removed: 6,225.0] [added: 7,689.3] | | | $ | [removed: 7,534.7] [added: 7,535.4] | |

The accompanying [removed: summary of significant accounting policies and] notes to consolidated financial statements are an integral part of these statements.

Page [removed: 46][added: 76]

(in millions, except [removed: earnings per share)][added: per-share amounts)]

| | [removed: 2015] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2017] [added: 2016] | | |

| Investment advisory fees | $ | [removed: 3,687.3] [added: 4,287.7] | | | $ | [added: — | | | $ | 8.1 | | | $ | 4,295.8 | | | $ |] 3,728.7 | | | $ | [removed: 4,287.7] [added: —] | | [added: | $ | 6.3 | | | $ | 3,735.0 | |]

[removed: |] Administrative fees [removed: | 361.8 | | | | 352.5 | | | | 358.3 | | |]

| Distribution and servicing fees | [removed: 151.5] [added: 147.0] | | | | [removed: 141.7] [added: —] | | | | [added: — | | | |] 147.0 | | |

| Net revenues | [removed: 4,200.6] [added: 4,793.0] | | | | [added: — | | | | 61.9 | | | | 4,854.9 | | | |] 4,222.9 | | | | [removed: 4,793.0] [added: —] | | | [added: | 61.9 | | | | 4,284.8 | | |]

| Compensation and related costs | [removed: 1,443.6] [added: 1,664.9] | | | | [removed: 1,494.0] [added: —] | | | | [added: — | | | |] 1,664.9 | | | [added: | 1,494.0 | | | | — | | | | — | | | | 1,494.0 | | |]

| Advertising and promotion | [removed: 79.7] [added: 92.0] | | | | [added: — | | | | .4 | | | | 92.4 | | | |] 79.9 | | | | [removed: 92.0] [added: —] | | | [added: | .3 | | | | 80.2 | | |]

| Distribution and servicing [removed: costs] [added: fees] | [removed: 151.5] [added: 141.7] | | | | [removed: 141.7] [added: —] | | | | [removed: 147.0] [added: —] | | | [added: | 141.7 | | |]

| Depreciation and amortization of property and equipment | [removed: 126.3] [added: 159.5] | | | | [removed: 133.4] [added: 143.6] | | | | [removed: 143.6] [added: 133.4] | | |

| Nonrecurring [added: net] charge [removed: (insurance recoveries)] [added: (recoveries)] related to Dell appraisal rights matter | [added: (50.0 | | ) | |] — | | | | [removed: 66.2] [added: —] | | | | (50.0 | | ) | [added: | 66.2 | | | | — | | | | — | | | | 66.2 | | |]

| Other assets | 253.7 | | | | 224.0 | | |

| Total assets | $ | 7,689.3 | | | $ | 7,535.4 | |

| Total liabilities | 824.7 | | | | 718.2 | | |

| Investment advisory fees | $ | 4,850.6 | | | $ | 4,295.8 | | | $ | 3,735.0 | |

| Administrative, distribution, and servicing fees | 522.0 | | | | 559.1 | | | | 549.8 | | |

| Net revenues | 5,372.6 | | | | 4,854.9 | | | | 4,284.8 | | |

| Compensation and related costs | 1,808.6 | | | | 1,664.9 | | | | 1,494.0 | | |

| Distribution and servicing costs | 281.2 | | | | 262.6 | | | | 233.4 | | |

| Advertising and promotion | 99.6 | | | | 92.4 | | | | 80.2 | | |

| Product-related costs | 157.1 | | | | 146.0 | | | | 139.7 | | |

| Technology, occupancy, and facility costs | 383.9 | | | | 350.5 | | | | 319.8 | | |

| General, administrative, and other | 296.0 | | | | 279.7 | | | | 218.1 | | |

| Nonrecurring net charge (recoveries) related to Dell appraisal rights matter | (15.2 | | ) | | (50.0 | | ) | | 66.2 | | |

| Total operating expenses | 3,011.2 | | | | 2,746.1 | | | | 2,551.4 | | |

| Net operating income | 2,361.4 | | | | 2,108.8 | | | | 1,733.4 | | |

| Net gains on investments | 119.2 | | | | 198.3 | | | | 108.0 | | |

The accompanying notes to consolidated financial statements are an integral part of these statements.

| Net income | $ | 1,768.7 | | | $ | 1,581.2 | | | $ | 1,254.0 | |

The accompanying notes to consolidated financial statements are an integral part of these statements.

| Net income | $ | 1,768.7 | | | $ | 1,581.2 | | | $ | 1,254.0 | |

| Dispositions T. Rowe Price investment products | 352.4 | | | | 336.6 | | | | 219.1 | | |

| Other investing activity | 88.4 | | | | (7.4 | | ) | | (5.7 | | ) |

| Cash and cash equivalents at end of period, including $70.1 million at December 31, 2018, $103.1 million at December 31, 2017, and $65.6 million at December 31, 2016, held by consolidated T. Rowe Price investment products | $ | 1,495.3 | | | $ | 2,005.8 | | | $ | 1,270.5 | |

The accompanying notes to consolidated financial statements are an integral part of these statements.

(1) Accumulated other comprehensive income

The accompanying notes to consolidated financial statements are an integral part of these statements.

| | Common shares outstanding | | | Common stock | | | | Additional capital in excess of par value | | | | Retained earnings | | | | AOCI(1) | | | | Total stockholders’ equity | | | | Redeemable non-controlling interests | | |

| Balances at December 31, 2017 | 245,111 | | | $ | 49.0 | | | $ | 846.1 | | | $ | 4,932.9 | | | $ | (3.6 | ) | | $ | 5,824.4 | | | $ | 992.8 | |

| Cumulative effect adjustment upon adoption of new financial instruments and accumulated other comprehensive income guidance on January 1, 2018(2) | — | | | — | | | | — | | | | 22.4 | | | | (7.9 | | ) | | 14.5 | | | | — | | |

| Reclassification adjustment of stranded tax benefits on currency translation adjustments upon adoption of new accumulated other comprehensive income guidance on January 1, 2018 | — | | | — | | | | — | | | | 2.3 | | | | (2.3 | | ) | | — | | | | — | | |

| Balances at January 1, 2018 | 245,111 | | | 49.0 | | | | 846.1 | | | | 4,957.6 | | | | (13.8 | | ) | | 5,838.9 | | | | 992.8 | | |

| Dividends declared ($2.80 per share) | — | | | — | | | | — | | | | (694.7 | | ) | | — | | | | (694.7 | | ) | | — | | |

| Common shares repurchased | (10,836 | ) | | (2.1 | | ) | | (461.4 | | ) | | (636.1 | | ) | | — | | | | (1,099.6 | | ) | | — | | |

| Net subscriptions into T. Rowe Price investment products | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 468.8 | | |

| Balances at December 31, 2018 | 238,069 | | | $ | 47.6 | | | $ | 654.6 | | | $ | 5,464.1 | | | $ | (42.0 | ) | | $ | 6,124.3 | | | $ | 740.3 | |

(1) Accumulated other comprehensive income

(2) Includes the reclassification of $1.7 million of stranded income taxes on available-for-sale investments resulting from U.S. tax law changes enacted on December 22, 2017, from accumulated other comprehensive income to retained earnings.

The accompanying notes to consolidated financial statements are an integral part of these statements.

NOTE 1 – BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

In order to increase transparency of operating expenses and better align expenses that have similar cost drivers, we have changed, as of January 1, 2018, the presentation of certain line items of our income statement.

| | |

| --- | --- |

| [Summary of Significant Accounting Policies](#sFE96FD6B236C54DF985810569260F972) | [52](#sFE96FD6B236C54DF985810569260F972) |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Other assets | 346.2 | | | | 231.9 | | |

| Total assets | $ | 6,225.0 | | | $ | 7,534.7 | |

| Total liabilities | 529.2 | | | | 717.5 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Occupancy and facility costs | 159.2 | | | | 172.8 | | | | 194.9 | | |

| Other operating expenses | 341.4 | | | | 401.5 | | | | 491.8 | | |

| Net investment income on investments not consolidated | 105.3 | | | | 108.0 | | | | 198.3 | | |

| Other-than-temporary impairments | 4.8 | | | | — | | | | — | | |

| Dispositions of available-for-sale T. Rowe Price investment products | 434.5 | | | | 133.7 | | | | 334.7 | | |

| Other investing activity | (9.4 | | ) | | 79.5 | | | | (28.5 | | ) |

| Cash and cash equivalents at beginning of year | 1,506.1 | | | | 1,172.3 | | | | 1,270.5 | | |

(1)See note 15 for a supplementary consolidating cash flow schedule.

| Balances at December 31, 2014 | 261,110 | | | $ | 52.2 | | | $ | 756.5 | | | $ | 4,450.1 | | | $ | 136.4 | | | $ | 5,395.2 | | | $ | — | |

| Dividends declared | — | | | — | | | | — | | | | (1,059.0 | | ) | | — | | | | (1,059.0 | | ) | | — | | |

| Net tax benefits | — | | | — | | | | 23.2 | | | | — | | | | — | | | | 23.2 | | | | — | | |

| Common shares repurchased | (13,109 | ) | | (2.6 | | ) | | (342.0 | | ) | | (643.2 | | ) | | — | | | | (987.8 | | ) | | — | | |

T.

Rowe Price products.

In 2017, we recognized in our income tax provision a non-recurring charge of $71.1 million to reflect the estimated effect of the U.S. tax law changes enacted on December 22, 2017.

The charge is a reasonable estimate based on current interpretation of the tax law changes and includes $18.9 million for the remeasurement of our deferred tax assets and liabilities, and a $52.2 million tax liability for the mandatory deemed repatriation of foreign sourced net earnings.

We will continue to evaluate the impact of the tax law changes on our estimates and expectations due to changes in our interpretations of the law, assumptions used in applying the law, and additional guidance concerning the law that may be issued.

We will report any applicable adjustments to these estimates in 2018 after our estimates are finalized.

Refer to Note 7 for more information on the impact of tax reform on our 2017 financial statements and effective tax rate.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 — Revenue from Contracts with Customers, and subsequently has issued several related accounting standard updates clarifying several aspects of ASU 2014-09, including technical corrections and improvements (ASC 606).

The standard update provides a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets.

It contains principles to apply to determine the measurement of revenue and the timing of when it is recognized.

We will adopt the new standard on its effective date, January 1, 2018, using the retrospective approach with adjustments to each prior period.

We concluded that the new standards do not materially change the timing of revenue recognition.

However, the presentation of certain revenue related expenses totaling about $60 million in 2016 and 2017 will change from being recognized net against the related revenues to being reported within operating expenses.

Additionally, we plan to enhance disclosures in accordance with the standard's disclosure requirements in 2018.

We will adopt the new standard on its effective date, January 1, 2018.

Upon adoption, we will reclassify net unrealized holding gains recognized on investments in T.

Rowe Price products totaling $7.9 million from accumulated other comprehensive income to retained earnings.

After January 1, 2018, the change in the fair value of investments in T.

Our management, including our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2017.][added: 2018.]

Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures as of December 31, [removed: 2017,] [added: 2018,] are effective at the reasonable assurance level to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, including our Form 10-K annual report, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive and principal financial officers, has evaluated any change in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2017,] [added: 2018,] and has concluded that there was no change during the fourth quarter of [removed: 2017] [added: 2018] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Page [removed: 75][added: 79]

Rowe Price Group, Inc., [removed: are] [added: (the "Company")are] responsible for establishing and maintaining adequate internal control over the [removed: company’s] [added: Company’s] financial reporting.

Management has evaluated the effectiveness of internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] in relation to criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on management’s assessment, we believe that the [removed: company’s] [added: Company’s] internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

KPMG has also expressed an unqualified opinion on the effective operation of our internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

Page [removed: 76][added: 80]

Rowe Price Group, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2017,] [added: 2018,] and the related notes (collectively, [removed: the] [added: "the] consolidated financial [removed: statements),] [added: statements"),] and our report dated February [removed: 16, 2018,] [added: 13, 2019,] expressed an unqualified opinion on those consolidated financial statements.

Page [removed: 77][added: 81]

February 13, 2019

/s/ Céline S.

Dufétel,

February 13, 2019

February 16, 2018

/s/ Kenneth V.

Moreland

Other information required by this item is incorporated by reference from the definitive proxy statement required to be filed pursuant to Regulation 14A for the [removed: 2018] [added: 2019] Annual Meeting of our stockholders.

Matters.

Information required by these items is incorporated by reference from the definitive proxy statement required to be filed pursuant to Regulation 14A for the [removed: 2018] [added: 2019] Annual Meeting of our stockholders.

| | 3(i) | | [Charter of T. Rowe Price Group, Inc., as [removed: amended] [added: reflected] by Articles of [removed: Amendment] [added: Restatement] dated [removed: April 10, 2008.] [added: June 20, 2018.] (Incorporated by reference from Form 10-Q [added: Quarterly] Report [removed: for the quarterly period ended March 31, 2008] filed on [removed: April 24, 2008.)](http://www.sec.gov/Archives/edgar/data/1113169/000095013308001597/w55353exv3wxiyw1.htm)] [added: July 25, 2018.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000018/articlesofrestatementfin.htm)] |

| | 3(ii) | | [Amended and Restated By-Laws of T. Rowe Price Group, [removed: Inc.] [added: Inc.,] as of [removed: December 10, 2015.] [added: February 12, 2019.] (Incorporated by reference from Form 8-K Current Report filed on [removed: December 10, 2015.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316915000029/trow-amendedandrestatedbyl.htm)] [added: February 13, 2019.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316919000007/trpgamendedandrestatedbyla.htm)] |

| | 10.03 | | [Transfer Agency and Service Agreement as of January 1, [removed: 2017,] [added: 2018,] between T. Rowe Price Services, Inc. and the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April [removed: 27, 2017.)](http://www.sec.gov/Archives/edgar/data/819930/000081993017000005/c2017transferagencyagr-20162.htm)] [added: 26, 2018.)](http://www.sec.gov/Archives/edgar/data/902259/000090225918000003/c2018transferagencyagr-20182.htm)] |

| | 10.04 | | [Agreement as of January 1, [removed: 2017,] [added: 2018,] between T. Rowe Price Retirement Plan Services, Inc. and certain of the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April [removed: 27, 2017.)](http://www.sec.gov/Archives/edgar/data/819930/000081993017000005/c2017rpsagreement-20174.htm)] [added: 26, 2018.)](http://www.sec.gov/Archives/edgar/data/902259/000090225918000003/c2018rpsagmt-20183.htm)] |

| | 10.05 | | [Fund Accounting Services Agreement as of August 1, 2015 between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April [removed: 27, 2017.)](http://www.sec.gov/Archives/edgar/data/819930/000081993017000005/retainedfaagmtre-foraugtoaug.htm)] [added: 26, 2018.)](http://www.sec.gov/Archives/edgar/data/819930/000081993017000005/retainedfaagmtre-foraugtoaug.htm)] |

Page [removed: 78][added: 82]

| | [removed: 10.16] [added: 10.18.1] | * | [removed: [Annual] [added: 2[012 Long-term] Incentive [removed: Compensation Pool.] [added: Plan.] (Incorporated by reference from Form [removed: DEF 14A] [added: DEF14A] filed on March [removed: 3, 2003.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316903000001/proxy.txt)] [added: 17, 2017)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000016/a2017proxystatement.htm)] |

Page [removed: 79][added: 83]

| | [removed: 10.22] [added: 10.24] | [removed: *] | [removed: [Agreement] [added: [Consulting Agreement] as of December [removed: 28, 2016,] [added: 20, 2018,] between T. Rowe Price Group, Inc. and [removed: Kenneth V. Moreland.] [added: Edward C. Bernard.] (Incorporated by reference from [added: Current Report on] Form [removed: 10-K for 2016] [added: 8-K] filed on [removed: February 7, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000014/exhibit1022.htm)] [added: December 24, 2018.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000025/exhibit101consultingagreem.htm)] |

| | [removed: 10.22.1] [added: 10.16] | * | [removed: [First amendment to agreement between T.] [added: [T.] Rowe Price Group, Inc. [removed: and Kenneth V. Moreland dated August 21, 2017.] [added: 2018 Annual Incentive Compensation Pool for Executive Officers.] (Incorporated by reference from Form 8-K Current Report filed on [removed: August 25, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000042/agreement.htm)] [added: February 16, 2018).](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000010/a2018aicppoolplan.htm)] |

| | 21 | | [Subsidiaries of T. Rowe Price Group, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1113169/000111316918000009/a201710k-exhibit21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1113169/000111316919000011/a201810k-exhibit21.htm)] |

| | 23 | | [Consent of Independent Registered Public Accounting Firm, KPMG [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1113169/000111316918000009/a201710k-exhibit23.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1113169/000111316919000011/a201810k-exhibit23.htm)] |

| | 31(i).1 | | [Rule 13a-14(a) Certification of Principal Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000111316918000009/trow-ex31i1_q42017.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000111316919000011/trow-ex31i1_q42018.htm)] |

| | 31(i).2 | | [Rule 13a-14(a) Certification of Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000111316918000009/trow-ex31i2_q42017.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000111316919000011/trow-ex31i2_q42018.htm)] |

| | 32 | | [Section 1350 [removed: Certifications.](https://www.sec.gov/Archives/edgar/data/1113169/000111316918000009/trow-ex32_q42017.htm)] [added: Certifications.](https://www.sec.gov/Archives/edgar/data/1113169/000111316919000011/trow-ex32_q42018.htm)] |

| | | | 101.INS XBRL Instance Document [removed: (File name: trow-20171231.xml).] |

| | | | 101.SCH XBRL Taxonomy Extension Schema Document [removed: (File name: trow-20171231.xsd).] |

| | | | 101.CAL XBRL Taxonomy Calculation Linkbase Document [removed: (File name: trow-20171231_cal.xml).] |

| | | | 101.LAB XBRL Taxonomy Label Linkbase Document [removed: (File name: trow-20171231_lab.xml).] |

| | | | 101.PRE XBRL Taxonomy Presentation Linkbase Document [removed: (File name: trow-20171231_pre.xml).] |

| | | | 101.DEF XBRL Taxonomy Definition Linkbase Document [removed: (File name: trow-20171231_def.xml).] |

Page [removed: 80][added: 84]

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 16, 2018..][added: 13, 2019.]

Stromberg, President and Chief Executive Officer [added: (Principal Executive Officer)]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 16, 2018.][added: 13, 2019.]

[removed: Moreland,] [added: Dufétel,] Vice President, Chief Financial Officer and Treasurer [added: (Principal Financial Officer)]

Hiebler, Vice President [removed: and Principal] [added: (Principal] Accounting [removed: Officer][added: Officer)]

Page [removed: 81][added: 85]

| | 10.18.12 | * | [Form of Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 4A) issued on or after December 9, 2018 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended September 30, 2018 filed on October 25, 2018.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101812.htm) |

| | 10.18.13 | * | [Form of Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 4B) issued on or after December 9, 2018 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended September 30, 2018 filed on October 25, 2018.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101813.htm) |

| | 10.19.3 | * | [Supplemental Savings Plan - Schedule 3 - Sweden Addendum (Incorporated by reference from Form S-8 registration statement filed on July 27, 2016.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316916000053/exhibit991_schedule3xswede.htm) |

| | 10.19.4 | * | [Supplemental Savings Plan - Schedule 4 - Luxembourg Addendum (Incorporated by reference from Form S-8 registration statement filed on July 27, 2016.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316916000053/exhibit992_schedule4xluxem.htm) |

| --- | --- | --- | --- |

| | 10.25 | | [T. Rowe Price Group, Inc. 2019 Annual Incentive Compensation Plan for Executive Officers. (Incorporated by reference from Form 8-K Current Report filed on February 13, 2019).](http://www.sec.gov/Archives/edgar/data/1113169/000111316919000007/a2019annualincentivecompens.htm) |

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/s/ Richard R.

Verma, Director

/s/ Céline S.

Page 86

| | 10.18.1 | * | [2012 Long-term Incentive Plan. (Incorporated by reference from form DEF14A filed on March 17, 2017)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000016/a2017proxystatement.htm) |

/s/ H.

Lawrence Culp, Jr., Director

/s/ Dwight S.

Taylor, Director

/s/ Anne Marie Whittemore, Director

/s/ Kenneth V.