Cover and table of contents

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Cover and table of contents

Table of ContentsC^<l3Q6*4v9%C:Mg

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

Commission file number 000-32191

T. ROWE PRICE GROUP, INC.

(Exact name of registrant as specified in its charter)

Maryland52-2264646
State of incorporationIRS Employer Identification No.

100 East Pratt Street**,** Baltimore**,** Maryland 21202

Address, including zip code, of principal executive offices

(410) 345-2000

Registrant’s telephone number, including area code

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

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

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

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

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

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

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

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer (do not check if smaller reporting company)☐Smaller reporting company☐
Emerging growth company☐

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

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

The aggregate market value of the common equity (all voting) held by non-affiliates (excludes executive officers and directors) computed using $109.71 per share (the NASDAQ Official Closing Price on June 30, 2019, the last business day of the registrant’s most recently completed second fiscal quarter) was $25.6 billion.

The number of shares outstanding of the registrant's common stock as of the latest practicable date, February 11, 2020, is 236,041,040.

DOCUMENTS INCORPORATED BY REFERENCE: In Part III, the Definitive Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A.

Exhibit index begins on page 83.

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PAGE
PART I2
ITEM 1.Business2
ITEM 1A.Risk Factors12
ITEM 1B.Unresolved Staff Comments21
ITEM 2.Properties21
ITEM 3.Legal Proceedings21
ITEM 4.Mine Safety Disclosures21
ITEM.Executive Officers of the Registrant22
PART II23
ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities23
ITEM 6.Selected Financial Data24
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations25
ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk48
ITEM 8.Financial Statements and Supplementary Data50
ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure80
ITEM 9A.Controls and Procedures80
ITEM 9B.Other Information80
PART III83
ITEM 10.Directors, Executive Officers and Corporate Governance83
ITEM 11.Executive Compensation83
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters83
ITEM 13.Certain Relationships and Related Transactions, and Director Independence83
ITEM 14.Principal Accountant Fees and Services83
PART IV83
ITEM 15.Exhibits, Financial Statement Schedules83
SIGNATURES87

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PART I

Next: Item 1. Business.