201502 - 8K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 19, 2015



T. Rowe Price Group, Inc.
(Exact name of registrant as specified in its charter)


Maryland
000-32191
52-2264646
(State of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code: (410) 345-2000



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))











Section 8 - Other Events
Item 8.01 Other Events.
On February 19, 2015, we issued a press release announcing that the Board of Director's declared a special cash dividend of $2.00 per share payable April 23, 2015 to stockholders of record as of the close of business on April 9, 2015. The full text of the press release is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1    Press Release dated February 19, 2015.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
T. Rowe Price Group, Inc.
By: /s/ Kenneth V. Moreland
Kenneth V. Moreland
Vice President, Chief Financial Officer and Treasurer
Date: February 19, 2015



Press Release






NEWS RELEASE        
T. ROWE PRICE GROUP DECLARES SPECIAL AND QUARTERLY CASH DIVIDENDS

BALTIMORE (February 19, 2015) - T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) announced today that its Board of Directors has declared a special cash dividend of $2.00 per share payable April 23, 2015 to stockholders of record as of the close of business on April 9, 2015.

The Board also declared a quarterly dividend of $0.52 per share payable March 30, 2015 to stockholders of record as of the close of business on March 16, 2015. The quarterly dividend rate represents an 18% increase over the previous quarterly dividend rate of $0.44 per share. This will mark the 29th consecutive year since the firm’s initial public offering that the company will have increased its regular annual dividend.

James A.C. Kennedy, the company’s chief executive officer and president, commented: “This special cash dividend is an efficient return of capital to our stockholders and reflects the healthy cash position on our balance sheet. After the special dividend payment, the company’s balance sheet will remain very strong, with ample liquidity and no corporate debt. Further, we believe that the payment of the special cash dividend will not have a material impact on the company’s ability to meet its ongoing financial needs, continue our outstanding dividend record for the foreseeable future, and maintain a buffer against market volatility.”

Founded in 1937, Baltimore-based T. Rowe Price Group, Inc. (troweprice.com) is a global investment management organization with $746.8 billion in assets under management as of December 31, 2014. The organization provides a broad array of mutual funds, subadvisory services, and separate account management for individual and institutional investors, retirement plans, and financial intermediaries. The company also offers sophisticated investment planning and guidance tools. T. Rowe Price’s disciplined, risk-aware investment approach focuses on diversification, style consistency, and fundamental research.


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CONTACT T. ROWE PRICE, PUBLIC RELATIONS
Brian Lewbart
410-345-2242
brian_lewbart@troweprice.com

Bill Benintende
410-345-3482
bill_benintende@troweprice.com

Kylie Muratore
410-345-2533
kylie_muratore@troweprice.com