UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-02958

T. Rowe Price International Funds, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

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

Date of fiscal year end: October 31

Date of reporting period: October 31, 2022

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

October

31,

2022

Annual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com.

T.

ROWE

PRICE

PRIJX

Emerging

Markets

Discovery

Stock

Fund

–

.

PAIJX

Emerging

Markets

Discovery

Stock

Fund–

.

Advisor  Class

REVIX

Emerging

Markets

Discovery

Stock

Fund–

.

I  Class

TRFZX

Emerging

Markets

Discovery

Stock

Fund–

.

Z Class

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

HIGHLIGHTS

The

Emerging

Markets

Discovery

Stock

Fund

outperformed

the

MSCI

Emerging

Markets

Index

Net

in

the

12

months

ended

October

31,

2022.

Our

focus

on

undervalued

stocks

that

we

think

are

neglected

by

mainstream

investors

drove

outperformance

as

aggressive

interest

rate

hikes

and

recession

concerns

drove

steep

declines

in

major

markets.

Over

the

year,

we

increased

our

relative

exposure

to

China,

especially

by

adding

those

likely

to

benefit

from

the

reopening

of

the

world’s

second-largest

economy.

We

believe

that

emerging

markets

will

benefit

from

a

new

investment

cycle

driven

by

the

green

energy

transition.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

Certain

mutual

fund

accounts

that

are

assessed

an

annual

account

service

fee

can

also

save

money

by

switching

to

e-delivery.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Market

Commentary

1

Dear

Shareholder

Nearly

all

major

global

stock

and

bond

indexes

fell

sharply

during

your

fund’s

fiscal

year,

the

12-month

period

ended

October

31,

2022,

as

investors

contended

with

persistently

high

inflation,

tightening

financial

conditions,

and

slowing

economic

and

corporate

earnings

growth.

Double-digit

losses

were

common

in

equity

markets

around

the

world,

and

bond

investors

also

faced

a

historically

tough

environment

amid

a

sharp

rise

in

interest

rates.

Value

shares

declined

but

outperformed

growth

stocks

by

a

considerable

margin

as

equity

investors

turned

risk

averse

and

as

rising

rates

put

downward

pressure

on

growth

stock

valuations.

Emerging

markets

stocks

generally

underperformed

shares

in

developed

markets.

Meanwhile,

the

U.S.

dollar

strengthened

versus

most

currencies

during

the

period,

which

weighed

on

returns

for

U.S.

investors

in

international

securities. 

Energy

was

one

of

the

few

bright

spots

for

investors,

as

oil

prices

jumped

in

response

to

Russia’s

invasion

of

Ukraine

and

the

ensuing

commodity

supply

crunch,

which

helped

some

commodity-exporting

nations

in

Latin

America

and

the

Middle

East

deliver

positive

equity

returns.

While

results

varied

somewhat

by

region,

typically

defensive

sectors,

such

as

utilities,

consumer

staples,

and

health

care,

also

held

up

relatively

well.

Conversely,

diminishing

consumer

confidence

put

a

damper

on

returns

in

the

consumer

discretionary

sector,

and

information

technology

and

communication

services

shares

also

suffered

large

reversals. 

Inflation

remained

a

leading

concern

for

investors

throughout

the

period.

The

war

in

Ukraine

exacerbated

already

existing

supply

chain

problems,

and

other

factors,

such

as

the

impact

of

the

fiscal

and

monetary

stimulus

enacted

during

the

pandemic,

exerted

upward

pressure

on

consumer

demand

and

prices.

While

investors

held

out

hope

that

inflation

had

peaked

during

the

summer,

inflation

measures

remained

elevated.

In

the

U.S.,

the

core

consumer

price

index,

which

excludes

volatile

food

and

energy

costs,

hit

a

40-year

high

in

September,

while

eurozone

inflation

reached

a

record

level

in

October’s

preliminary

report.  

In

response

to

persistent

inflation,

global

central

banks

began

to

tighten

monetary

policy.

The

Federal

Reserve,

which

at

the

end

of

2021

had

forecast

that

it

would

only

need

to

raise

interest

rates

0.75

percentage

point

in

all

of

2022,

rapidly

shifted

in

a

hawkish

direction

and

raised

its

short-term

lending

benchmark

from

near

zero

in

March

to

a

target

range

of

3.75%

to

4.00%

by

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

2

early

November

and

indicated

that

additional

hikes

are

likely.

The

European

Central

Bank,

meanwhile,

raised

its

key

interest

rate

to

its

highest

level

since

2009. 

Bond

yields

increased

considerably

across

the

Treasury

yield

curve

as

the

Fed

tightened

monetary

policy,

with

the

yield

on

the

benchmark

10-year

U.S.

Treasury

note

climbing

from

1.55%

at

the

start

of

the

period

to

4.10%

at

the

end

of

October.

The

sharp

increase

in

yields

led

to

historically

weak

results

across

the

fixed

income

market,

with

the

Bloomberg

U.S.

Aggregate

Bond

Index

recording

its

worst

month

since

1980

in

September.

(Bond

prices

and

yields

move

in

opposite

directions.) 

On

a

positive

note,

the

U.S.

jobs

market

remained

resilient

during

the

period,

and

the

initial

reading

on

gross

domestic

product

for

the

third

quarter

returned

to

positive

territory

after

two

slightly

negative

quarters.

However,

recession

fears

also

grew

as

corporate

earnings

slowed

and

manufacturing

gauges

drifted

toward

contraction

levels. 

The

past

year

has

been

an

exceptionally

trying

time

for

investors

as

substantial

sell-offs

were

the

norm

across

both

stocks

and

bonds,

and

we

believe

that

volatility

may

continue

in

the

near

term

as

central

banks

tighten

policy

amid

slowing

economic

growth.

However,

in

our

view,

valuations

have

become

more

attractive

across

many

market

sectors

during

the

downturn,

which

provides

potential

opportunities

for

selective

investors

focused

on

fundamentals.  

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

identify

securities

that

can

add

value

to

your

portfolio

over

the

long

term. 

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely,

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

fund

seeks

long-term

growth

of

capital.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

The

Emerging

Markets

Discovery

Stock

Fund

returned

-27.77%

in

the

12

months

ended

October

31,

2022.

The

fund

outperformed

the

MSCI

Emerging

Markets

Index

Net,

which

returned

-31.03%.

(Returns

for

the

Advisor,

I,

and

Z

Class

shares

will

vary

due

to

their

different

fee

structures.

Past

performance

cannot

guarantee

future

results

.)

What

factors

influenced

the

fund’s

performance?

Emerging

markets

stocks

fell

over

our

fiscal

year

due

to

the

effects

of

a

strong

U.S.

dollar,

which

was

driven

by

tighter

U.S.

monetary

policy

and

rising

Treasury

yields,

as

well

as

inflationary

pressures

brought

on

by

supply

bottlenecks

and

high

oil

prices

following

Russia’s

attack

on

Ukraine.

Continued

coronavirus

lockdowns

and

a

property

market

slump

in

China

also

weighed

on

the

global

growth

outlook.

From

a

country

perspective,

favorable

stock

selection

in

China

and

Taiwan

and

overweight

allocations

to

Argentina

and

Mexico

significantly

helped

relative

performance.

On

the

other

hand,

stock

selection

and

an

underweight

allocation

to

India,

adverse

stock

selection

in

Russia,

and

unfavorable

positioning

in

Hungary

detracted

from

relative

returns.

In

China,

our

holding

in

Yangzijiang

Shipbuilding

was

a

large

performance

contributor.

Our

investment

in

China’s

largest

private

shipbuilder

was

premised

on

a

recovery

in

global

shipping

demand,

which

was

reflected

in

strong

earnings

and

a

robust

order

book.

We

believe

that

the

company

has

strong

pricing

power

given

that

it

has

idle

capacity

at

a

time

when

global

orders

are

surging.

Tsingtao

Brewery,

one

of

the

mainland’s

largest

brewers,

helped

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

10/31/22

6

Months

12

Months

Emerging

Markets

Discovery

Stock

Fund

–

.

-15.01‌%

-27.77‌%

Emerging

Markets

Discovery

Stock

Fund–

.

Advisor  Class

-15.21‌

-28.07‌

Emerging

Markets

Discovery

Stock

Fund–

.

I  Class

-14.98‌

-27.66‌

Emerging

Markets

Discovery

Stock

Fund–

.

Z  Class

-14.47‌

-26.88‌

MSCI

Emerging

Markets

Index

Net

-19.66‌

-31.03‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

4

relative

returns

as

investors

sought

out

relatively

defensive

businesses

and

its

shares

outperformed

other

Chinese

names.

(Please

refer

to

the

portfolio

of

investments

for

a

complete

list

of

holdings

and

the

amount

each

represents

in

the

portfolio.)

Our

position

in

Tenaris,

an

Argentina-based

manufacturer

of

seamless

and

welded

pipes

for

the

oil

and

gas

industry,

helped

relative

returns

as

the

company

recorded

strong

earnings

amid

an

upswing

in

global

drilling

activity.

In

Mexico,

our

holding

in

Grupo

Aeroportuario

Del

Pacifico,

which

operates

12

airports

across

the

country,

boosted

performance

as

commercial

air

traffic

between

the

U.S.

and

Mexico

rebounded

strongly

from

pandemic-depressed

levels.

Turning

to

detractors,

India

weighed

on

relative

returns

led

by

our

position

in

information

technology

services

company

Tech

Mahindra,

whose

shares

fell

after

its

management

undertook

a

series

of

acquisitions

resulting

in

weaker-

than-expected

margins.

Our

position

in

Hungarian

lender

OTP

Bank

hurt

relative

performance

after

Russia's

war

on

Ukraine

hit

Hungarian

financial

markets

and

the

country's

government

imposed

windfall

taxes

on

certain

entities

to

finance

energy

price

caps

for

households.

Russia

detracted

from

relative

returns

after

the

U.S.

and

Europe

imposed

sanctions

on

Moscow

shortly

after

it

attacked

Ukraine,

rendering

the

country’s

stock

market

largely

uninvestable.

As

a

result,

index

providers

MSCI

and

FTSE

Russell

removed

Russian

stocks

from

their

widely

used

benchmarks

in

March

at

a

price

that

was

effectively

zero.

From

a

sector

perspective,

positive

stock

selection

and

favorable

positioning

in

industrials

and

business

services

followed

by

information

technology

added

the

most

value.

Conversely,

negative

stock

selection

in

financials

detracted

the

most

from

relative

performance.

How

is

the

fund

positioned?

The

Emerging

Markets

Discovery

Stock

Fund

seeks

to

invest

in

undervalued

“forgotten

stocks,”

or

companies

that

most

large

investors

have

overlooked

for

various

reasons.

We

seek

to

identify

names

in

which

we

see

fundamental

changes

or

operational

improvements

that

can

lead

to

higher

valuations

over

time.

Recently,

our

research-intensive,

bottom-up

investment

approach

has

focused

on

self-help

stories,

companies

that

we

think

are

positioned

to

do

well

as

economies

reopen

after

the

pandemic,

and

“old

economy”

stocks

that

stand

to

benefit

from

the

renewable

energy

transition

and

a

recovery

in

corporate

spending.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

5

In

the

real

estate

sector,

we

initiated

a

position

in

KE

Holdings,

a

cash-rich

online

and

offline

property

brokerage

platform

for

housing

transactions

and

services

in

China,

which

we

believe

has

strong

potential

to

gain

market

share

and

improve

margins.

We

also

started

a

position

in

Brazilian

mall

developer

Multiplan

Empreendimentos

Imobiliários.

In

addition

to

owning

the

highest-

quality

and

best-run

portfolio

of

mall

assets

in

Brazil,

we

think

that

Multiplan

is

well

positioned

to

become

an

industry

leader

as

consolidation

among

mall

operators

picks

up.

In

the

consumer

staples

sector,

we

started

positions

in

two

leading

Asian

food

companies

for

their

defensive

qualities

and

attractive

valuations.

We

purchased

CJ

CheilJedang,

a

leading

South

Korean

packaged

and

frozen

foods

company

that

demonstrated

its

ability

to

pass

higher

costs

onto

customers.

We

also

initiated

a

position

in

Tingyi

(Cayman

Islands),

a

seller

of

instant

noodles,

beverages,

and

convenience

foods

in

China,

which

we

believe

has

strong

margin

improvement

potential

as

commodity

inflation

pressures

recede.

Other

significant

purchases

included

China

Oilfield

Services,

one

of

the

country’s

largest

oil

services

companies,

which

we

believe

will

benefit

from

rising

oil

and

gas

capital

spending

globally.

In

the

industrials

and

business

services

sector,

we

identified

several

attractively

valued

names

that

are

levered

to

the

capital

expenditure

cycle.

We

started

a

position

in

Weichai

Power,

a

leading

combustion

engine

manufacturer

and

commercial

vehicle

parts

supplier,

due

to

its

potential

to

take

market

share

as

capital

spending

picks

up

in

China.

We

also

initiated

a

position

in

Bizlink,

a

Taiwan-based

manufacturer

of

optical

fiber

and

other

connectivity

products,

which

we

think

has

strong

appreciation

potential

driven

by

its

auto

and

health

care

businesses.

From

a

country

standpoint,

we

increased

our

relative

exposure

to

China

by

adding

companies

likely

to

benefit

from

a

pickup

in

economic

activity

after

the

government

relaxed

a

ban

on

inter-provincial

travel

during

the

period.

We

initiated

a

position

in

Trip.com,

a

dominant

online

travel

agency,

as

we

positioned

ourselves

ahead

of

the

removal

of

coronavirus

restrictions.

We

bought

shares

in

Tongcheng

Travel

Holdings,

an

online

travel

agency

focused

on

consumers

in

China's

smaller,

lower-tier

cities

that

have

solid

long-term

growth

potential.

We

also

increased

our

holding

in

Tsingtao

Brewery,

which

should

benefit

from

easing

cost

pressures

as

commodity

prices

peak.

The

brewer's

third-quarter

volume

increased

due

to

hot

weather

and

fewer

lockdowns.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

6

Our

Brazil

exposure

increased

as

the

country

outperformed

amid

expectations

for

faster

economic

growth

and

an

end

to

aggressive

monetary

tightening.

We

eliminated

our

Russian

positions

after

Russia’s

invasion

of

Ukraine

in

February

resulted

in

widespread

sanctions

on

Moscow

and

the

removal

of

Russian

assets

from

most

global

benchmarks.

What

is

portfolio

management’s

outlook?

Inflation

surged

and

global

central

banks

continue

to

aggressively

hike

interest

rates

during

our

fiscal

year,

increasing

the

risk

of

a

global

recession.

Although

the

impact

from

elevated

inflation

and

geopolitical

turmoil

may

persist

in

the

near

term,

we

believe

that

these

risks

may

already

be

reflected

in

asset

prices.

We

believe

that

the

capital

spending

cycle

and

rising

interest

rates

can

bolster

returns

for

value-oriented

areas,

particularly

for

companies

in

the

financials,

industrials,

and

utilities

sectors.

The

downturn

in

emerging

markets

stocks

over

the

past

year

has

made

valuations

in

our

universe

more

compelling.

We

have

long

held

that

fundamental

changes

occurring

on

the

ground

are

more

important

performance

drivers

for

our

holdings

than

geopolitical

or

macroeconomic

developments.

In

China,

we

believe

that

a

hoped-for

relaxation

of

coronavirus

restrictions

and

the

government’s

goal

of

carbon

neutrality

by

2060

can

drive

investment

and

economic

growth

and

have

positioned

our

holdings

to

benefit

from

an

expected

recovery.

We

believe

that

the

backdrop

is

also

favorable

for

consumers

in

Brazil

as

inflation

may

have

reached

a

peak.

However,

we

remain

neutral

on

Brazil

as

the

country's

politics

and

currency

volatility

are

key

risks.

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

4/30/22

10/31/22

Financials

26.4‌%

24.8‌%

Consumer

Discretionary

12.7‌ 

12.5‌ 

Information

Technology

10.7‌ 

11.4‌ 

Industrials

and

Business

Services

8.4‌ 

10.7‌ 

Consumer

Staples

7.1‌ 

8.5‌ 

Materials

8.7‌ 

7.9‌ 

Energy

5.8‌ 

7.2‌ 

Real

Estate

5.3‌ 

5.2‌ 

Communication

Services

4.8‌ 

3.6‌ 

Health

Care

1.9‌ 

2.2‌ 

Utilities

5.1‌ 

2.0‌ 

Other

and

Reserves

3.1‌ 

4.0‌ 

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

7

Thanks

to

the

resources

of

T.

Rowe

Price’s

global

research

platform

and

the

insights

of

our

dedicated

emerging

markets

analyst

team,

we

believe

we

are

well

positioned

to

identify

forgotten

companies

with

solid

improvement

potential

across

the

developing

world.

We

are

confident

that

our

disciplined

investment

approach,

attention

to

valuation,

and

rigorous

fundamental

research

are

laying

the

groundwork

for

continued

solid

returns

for

your

fund

over

time.

The

views

expressed

reflect

the

opinions

of

T.

Rowe

Price

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic,

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

8

PRINCIPAL

RISKS

Emerging

markets.

Investments

in

emerging

market

countries

are

subject

to

greater

risk

and

overall

volatility

than

investments

in

the

U.S.

and

other

developed

markets.

Emerging

market

countries

tend

to

have

economic

structures

that

are

less

diverse

and

mature,

less

developed

legal

and

regulatory

regimes,

and

political

systems

that

are

less

stable

than

those

of

developed

countries.

In

addition

to

the

risks

associated

with

investing

outside

the

U.S.,

emerging

markets

are

more

susceptible

to

governmental

interference,

political

and

economic

uncertainty,

local

taxes

and

restrictions

on

the

fund’s

investments,

less

efficient

trading

markets

with

lower

overall

liquidity,

and

more

volatile

currency

exchange

rates.

Value

investing.

The

fund’s

value

approach

to

investing

could

cause

it

to

underperform

other

stock

funds

that

employ

a

different

investment

style.

The

intrinsic

value

of

a

stock

with

value

characteristics

may

not

be

fully

recognized

by

the

market

for

a

long

time,

or

a

stock

judged

to

be

undervalued

may

be

appropriately

priced

at

a

low

level.

Value

stocks

may

fail

to

appreciate

for

long

periods

and

may

never

reach

what

the

adviser

believes

are

their

full

market

values.

Market

conditions.

The

value

of

the

fund’s

investments

may

decrease,

sometimes

rapidly

or

unexpectedly,

due

to

factors

affecting

an

issuer

held

by

the

fund,

particular

industries,

or

the

overall

securities

markets.

A

variety

of

factors

can

increase

the

volatility

of

the

fund’s

holdings

and

markets

generally,

including

political

or

regulatory

developments,

recessions,

inflation,

rapid

interest

rate

changes,

war

or

acts

of

terrorism,

natural

disasters,

and

outbreaks

of

infectious

illnesses

or

other

widespread

public

health

issues

such

as

the

coronavirus

pandemic

and

related

governmental

and

public

responses.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others.

Government

intervention

in

markets

may

impact

interest

rates,

market

volatility,

and

security

pricing.

These

adverse

developments

may

cause

broad

declines

in

market

value

due

to

short-term

market

movements

or

for

significantly

longer

periods

during

more

prolonged

market

downturns.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

9

BENCHMARK

INFORMATION

Note:

MSCI

and

its

affiliates

and

third-party

sources

and

providers

(collectively,

“MSCI”)

makes

no

express

or

implied

warranties

or

representations

and

shall

have

no

liability

whatsoever

with

respect

to

any

MSCI

data

contained

herein.

The

MSCI

data

may

not

be

further

redistributed

or

used

as

a

basis

for

other

indices

or

any

securities

or

financial

products.

This

report

is

not

approved,

reviewed,

or

produced

by

MSCI.

Historical

MSCI

data

and

analysis

should

not

be

taken

as

an

indication

or

guarantee

of

any

future

performance

analysis,

forecast

or

prediction.

None

of

the

MSCI

data

is

intended

to

constitute

investment

advice

or

a

recommendation

to

make

(or

refrain

from

making)

any

kind

of

investment

decision

and

may

not

be

relied

on

as

such.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

10

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

10/31/22

Samsung

Electronics,

South

Korea

5.5‌%

Hon

Hai

Precision

Industry,

Taiwan

2.8‌ 

ICICI

Bank,

India

2.6‌ 

CIMB

Group

Holdings,

Malaysia

2.6‌ 

Bank

Rakyat

Indonesia

Persero,

Indonesia

2.5‌ 

Saudi

British

Bank,

Saudi

Arabia

2.4‌

Banco

BTG

Pactual,

Brazil

2.1‌

Reliance

Industries,

India

2.0‌

Ambev,

Brazil

2.0‌

Saudi

National

Bank,

Saudi

Arabia

2.0‌

Alibaba

Group

Holding,

China

1.9‌

MediaTek,

Taiwan

1.9‌

Gruma,

Mexico

1.9‌

FirstRand,

South

Africa

1.8‌

China

Construction

Bank,

China

1.8‌

Banco

de

Chile,

Chile

1.8‌

NARI

Technology,

China

1.8‌

Tsingtao

Brewery,

China

1.8‌

Tongcheng

Travel

Holdings,

China

1.8‌

Petronet

LNG,

India

1.8‌

Tenaris,

Argentina

1.7‌

Grupo

Aeroportuario

del

Pacifico,

Mexico

1.7‌

Yangzijiang

Shipbuilding

Holdings,

China

1.7‌

Hyundai

Motor,

South

Korea

1.7‌

Trip.com

Group,

China

1.7‌

Total

53.3‌%

Note:

The

information

shown

does

not

reflect

any

exchange-traded

funds

(ETFs),

cash

reserves,

or

collateral

for

securities

lending

that

may

be

held

in

the

portfolio.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

11

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes.

EMERGING

MARKETS

DISCOVERY

STOCK

FUND 

Note:

Performance

for

the

Advisor,

I,

and

Z Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

*The

Lipper

Emerging

Markets

Funds

Average

is

from

9/30/15.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

12

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

10/31/22

1

Year

5

Years

Since

Inception

Inception

Date

Emerging

Markets

Discovery

Stock

Fund

–

.

-27.77‌%

-2.19‌%

3.69‌%

9/14/15

Emerging

Markets

Discovery

Stock

Fund–

.

Advisor  Class

-28.07‌

-2.61‌

3.31‌

9/14/15

Emerging

Markets

Discovery

Stock

Fund–

.

I  Class

-27.66‌

-2.03‌

1.21‌

3/6/17

Emerging

Markets

Discovery

Stock

Fund–

.

Z  Class

-26.88‌

–‌

9.60‌

3/16/20

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

13

EXPENSE

RATIO

FUND

EXPENSE

EXAMPLE

As

a

mutual

fund

shareholder,

you

may

incur

two

types

of

costs:

(1)

transaction

costs,

such

as

redemption

fees

or

sales

loads,

and

(2)

ongoing

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

fund

expenses.

The

following

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

most

recent

six-month

period

and

held

for

the

entire

period.

Please

note

that

the

fund

has

four

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee,

Advisor

Class

shares

are

offered

only

through

unaffiliated

brokers

and

other

financial

intermediaries

and

charge

a

0.25%

12b-1

fee,

I

Class

shares

are

available

to

institutionally

oriented

clients

and

impose

no

12b-1

or

administrative

fee

payment,

and

Z

Class

shares

are

offered

only

to

funds

advised

by

T.

Rowe

Price

and

other

advisory

clients

of

T.

Rowe

Price

or

its

affiliates

that

are

subject

to

a

contractual

fee

for

investment

management

services

and

impose

no

12b-1

fee

or

administrative

fee

payment.

Each

share

class

is

presented

separately

in

the

table.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

expenses

based

on

the

fund’s

actual

returns.

You

may

use

the

information

on

this

line,

together

with

your

account

balance,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

on

the

first

line

under

the

heading

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period. 

Hypothetical

Example

for

Comparison

Purposes

The

information

on

the

second

line

of

the

table

(Hypothetical)

is

based

on

hypothetical

account

values

and

expenses

derived

from

the

fund’s

actual

expense

ratio

and

an

assumed

5%

per

year

rate

of

return

before

expenses

(not

the

fund’s

actual

return).

You

may

compare

the

ongoing

costs

of

investing

in

the

fund

with

other

funds

by

contrasting

this

5%

hypothetical

example

and

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

Emerging

Markets

Discovery

Stock

Fund

1.14‌%

Emerging

Markets

Discovery

Stock

Fund–Advisor

Class

2.56‌ 

Emerging

Markets

Discovery

Stock

Fund–I

Class

0.99‌ 

Emerging

Markets

Discovery

Stock

Fund–Z

Class

0.97‌ 

The

expense

ratio

shown

is

as

of

the

fund’s

most

recent

prospectus.

This

number

may

vary

from

the

expense

ratio

shown

elsewhere

in

this

report

because

it

is

based

on

a

different

time

period

and,

if

applicable,

includes

acquired

fund

fees

and

expenses

but

does

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

14

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

EMERGING

MARKETS

DISCOVERY

STOCK

FUND

Beginning

Account

Value

5/1/22

Ending

Account

Value

10/31/22

Expenses

Paid

During

Period*

5/1/22

to

10/31/22

Investor

Class

Actual

$1,000.00

$849.90

$5.27

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.51

  5.75

Advisor

Class

Actual

  1,000.00

  847.90

  7.22

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,017.39

  7.88

I

Class

Actual

  1,000.00

  850.20

  4.62

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.21

  5.04

Z

Class

Actual

  1,000.00

  855.30

  0.00

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,025.21

  0.00

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(184),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

1.13%,

the

2

Advisor Class

was

1.55%,

the

3

I Class

was

0.99%,

and

the

4

Z Class

was

0.00%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

15

QUARTER-END

RETURNS

Periods

Ended

9/30/22

1

Year

5

Years

Since

Inception

Inception

Date

Emerging

Markets

Discovery

Stock

Fund

–

.

-23.55‌%

-1.20‌%

4.11‌%

9/14/15

Emerging

Markets

Discovery

Stock

Fund–

.

Advisor  Class

-23.88‌ 

-1.63‌ 

3.72‌ 

9/14/15

Emerging

Markets

Discovery

Stock

Fund–

.

I  Class

-23.43‌ 

-1.03‌ 

1.69‌ 

3/6/17

Emerging

Markets

Discovery

Stock

Fund–

.

Z  Class

-22.63‌ 

–‌

10.98‌ 

3/16/20

The

fund’s

performance

information

represents

only

past

performance

and

is

not

necessarily

an

indication

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

cited.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance,

please

visit

our

website

(troweprice.com)

or

contact

a

T.

Rowe

Price

representative

at

1

-

800

-

225

-

5132

or,

for

2

Advisor

,

3

I

,

and

4

Z

Class

shares,

1-800-638-8790

.

This

table

provides

returns

through

the

most

recent

calendar

quarter-end

rather

than

through

the

end

of

the

fund’s

fiscal

period.

It

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Average

annual

total

return

figures

include

changes

in

principal

value,

reinvested

dividends,

and

capital

gain

distributions.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Financial

Highlights

16

For

a

share

outstanding

throughout

each

period

Investor

Class

..

Year

..

..

Ended

.

10/31/22

10/31/21

10/31/20

10/31/19

10/31/18

NET

ASSET

VALUE

Beginning

of

period

$

15.64‌

$

11.71‌

$

13.18‌

$

12.19‌

$

13.92‌

Investment

activities

Net

investment

income

(1)(2)

0.16‌

0.24‌

0.21‌

0.49‌

0.25‌

Net

realized

and

unrealized

gain/

loss

(4.42‌)

3.80‌

(1.33‌)

0.70‌

(1.33‌)

Total

from

investment

activities

(4.26‌)

4.04‌

(1.12‌)

1.19‌

(1.08‌)

Distributions

Net

investment

income

(0.06‌)

(0.05‌)

(0.35‌)

(0.20‌)

(0.16‌)

Net

realized

gain

(0.28‌)

(0.06‌)

—‌

—‌

(0.50‌)

Total

distributions

(0.34‌)

(0.11‌)

(0.35‌)

(0.20‌)

(0.66‌)

Redemption

fees

added

to

paid-in

capital

(1)(3)

—‌

—‌

—‌

—‌

(4)

0.01‌

NET

ASSET

VALUE

End

of

period

$

11.04‌

$

15.64‌

$

11.71‌

$

13.18‌

$

12.19‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Financial

Highlights

17

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

10/31/22

10/31/21

10/31/20

10/31/19

10/31/18

Ratios/Supplemental

Data

Total

return

(2)(5)

(27.77‌)%

34.60‌%

(8.87‌)%

9.92‌%

(8.08‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.34‌%

1.24‌%

1.38‌%

1.54‌%

1.90‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.19‌%

1.23‌%

1.23‌%

1.25‌%

1.29‌%

Net

investment

income

1.17‌%

1.57‌%

1.77‌%

3.78‌%

1.87‌%

Portfolio

turnover

rate

37.1‌%

54.9‌%

81.0‌%

61.6‌%

70.1‌%

Net

assets,

end

of

period

(in

thousands)

$58,349

$131,903

$132,915

$113,846

$37,513

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

The

fund

charged

redemption

fees

through

March

31,

2019.

(4)

Amounts

round

to

less

than

$0.01

per

share.

(5)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Financial

Highlights

18

For

a

share

outstanding

throughout

each

period

Advisor

Class

..

Year

..

..

Ended

.

10/31/22

10/31/21

10/31/20

10/31/19

10/31/18

NET

ASSET

VALUE

Beginning

of

period

$

15.54‌

$

11.59‌

$

13.10‌

$

12.12‌

$

13.88‌

Investment

activities

Net

investment

income

(1)(2)

0.14‌

0.24‌

0.11‌

0.33‌

0.20‌

Net

realized

and

unrealized

gain/

loss

(4.42‌)

3.71‌

(1.28‌)

0.80‌

(1.38‌)

Total

from

investment

activities

(4.28‌)

3.95‌

(1.17‌)

1.13‌

(1.18‌)

Distributions

Net

investment

income

(0.05‌)

—‌

(0.34‌)

(0.15‌)

(0.14‌)

Net

realized

gain

(0.28‌)

—‌

—‌

—‌

(0.50‌)

Total

distributions

(0.33‌)

—‌

(0.34‌)

(0.15‌)

(0.64‌)

Redemption

fees

added

to

paid-in

capital

(1)(3)

—‌

—‌

—‌

—‌

0.06‌

NET

ASSET

VALUE

End

of

period

$

10.93‌

$

15.54‌

$

11.59‌

$

13.10‌

$

12.12‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Financial

Highlights

19

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Advisor

Class

..

Year

..

..

Ended

.

10/31/22

10/31/21

10/31/20

10/31/19

10/31/18

Ratios/Supplemental

Data

Total

return

(2)(4)

(28.07‌)%

34.08‌%

(9.30‌)%

9.44‌%

(8.47‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

3.00‌%

2.66‌%

2.13‌%

2.03‌%

2.24‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.60‌%

1.65‌%

1.65‌%

1.65‌%

1.65‌%

Net

investment

income

1.03‌%

1.60‌%

0.90‌%

2.55‌%

1.44‌%

Portfolio

turnover

rate

37.1‌%

54.9‌%

81.0‌%

61.6‌%

70.1‌%

Net

assets,

end

of

period

(in

thousands)

$50

$67

$107

$189

$375

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

The

fund

charged

redemption

fees

through

March

31,

2019.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Financial

Highlights

20

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

10/31/22

10/31/21

10/31/20

10/31/19

10/31/18

NET

ASSET

VALUE

Beginning

of

period

$

15.72‌

$

11.75‌

$

13.21‌

$

12.22‌

$

13.95‌

Investment

activities

Net

investment

income

(1)(2)

0.22‌

0.43‌

0.24‌

0.57‌

0.37‌

Net

realized

and

unrealized

gain/

loss

(4.45‌)

3.65‌

(1.35‌)

0.64‌

(1.41‌)

Total

from

investment

activities

(4.23‌)

4.08‌

(1.11‌)

1.21‌

(1.04‌)

Distributions

Net

investment

income

(0.20‌)

(0.05‌)

(0.35‌)

(0.22‌)

(0.19‌)

Net

realized

gain

(0.28‌)

(0.06‌)

—‌

—‌

(0.50‌)

Total

distributions

(0.48‌)

(0.11‌)

(0.35‌)

(0.22‌)

(0.69‌)

NET

ASSET

VALUE

End

of

period

$

11.01‌

$

15.72‌

$

11.75‌

$

13.21‌

$

12.22‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(27.66‌)%

34.82‌%

(8.77‌)%

10.08‌%

(7.85‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.06‌%

1.09‌%

1.23‌%

1.38‌%

1.68‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.04‌%

1.08‌%

1.08‌%

1.08‌%

1.09‌%

Net

investment

income

1.67‌%

2.73‌%

2.00‌%

4.41‌%

2.76‌%

Portfolio

turnover

rate

37.1‌%

54.9‌%

81.0‌%

61.6‌%

70.1‌%

Net

assets,

end

of

period

(in

thousands)

$247,455

$282,757

$27,160

$27,424

$4,976

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Financial

Highlights

21

For

a

share

outstanding

throughout

each

period

Z

Class

(1)

..

Year

..

..

Ended

.

3/16/20

(1)

Through

10/31/20

10/31/22

10/31/21

NET

ASSET

VALUE

Beginning

of

period

$

15.88‌

$

11.80‌

$

9.24‌

Investment

activities

Net

investment

income

(2)(3)

0.36‌

0.56‌

0.23‌

Net

realized

and

unrealized

gain/loss

(4.49‌)

3.70‌

2.33‌

(4)

Total

from

investment

activities

(4.13‌)

4.26‌

2.56‌

Distributions

Net

investment

income

(0.30‌)

(0.12‌)

—‌

Net

realized

gain

(0.28‌)

(0.06‌)

—‌

Total

distributions

(0.58‌)

(0.18‌)

—‌

NET

ASSET

VALUE

End

of

period

$

11.17‌

$

15.88‌

$

11.80‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Financial

Highlights

22

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Z

Class

(1)

..

Year

..

..

Ended

.

3/16/20

(1)

Through

10/31/20

10/31/22

10/31/21

Ratios/Supplemental

Data

Total

return

(3)(5)

(26.88‌)%

36.27‌%

27.71‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

1.02‌%

1.07‌%

1.14‌%

(6)

Net

expenses

after

waivers/payments

by

Price

Associates

0.00‌%

0.00‌%

0.00‌%

(6)

Net

investment

income

2.68‌%

3.57‌%

3.04‌%

(6)

Portfolio

turnover

rate

37.1‌%

54.9‌%

81.0‌%

Net

assets,

end

of

period

(in

thousands)

$3,294,833

$3,360,282

$617,783

0‌%

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(4)

The

amount

presented

is

inconsistent

with

the

fund's

aggregate

gains

and

losses

because

of

the

timing

of

sales

and

redemptions

of

fund

shares

in

relation

to

fluctuating

market

values

for

the

investment

portfolio.

(5)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(6)

Annualized

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

October

31,

2022

23

Portfolio

of

Investments

‡

Shares

$

Value

(

Cost

and

value

in

$000s)

‡

ARGENTINA

1.8%

Common

Stocks

1.8%

Tenaris

(EUR) 

4,020,867‌

62,931‌

Total

Argentina

(Cost

$35,334

)

62,931‌

BRAZIL

6.7%

Common

Stocks

6.7%

Ambev 

23,581,400‌

73,088‌

Banco

BTG

Pactual 

13,538,400‌

75,876‌

Klabin 

9,761,600‌

40,914‌

Multiplan

Empreendimentos

Imobiliarios 

10,315,500‌

52,541‌

Total

Brazil

(Cost

$219,883

)

242,419‌

CHILE

1.8%

Common

Stocks

1.8%

Banco

de

Chile 

701,039,002‌

64,189‌

Total

Chile

(Cost

$67,572

)

64,189‌

CHINA

26.5%

Common

Stocks

20.1%

Alibaba

Group

Holding

(HKD)  (1)

8,854,800‌

68,845‌

Baidu,

Class

A

(HKD)  (1)

5,507,614‌

52,801‌

Beijing

Capital

International

Airport,

Class

H

(HKD)  (1)

68,204,000‌

36,935‌

China

Construction

Bank,

Class

H

(HKD) 

122,023,000‌

64,756‌

China

Resources

Gas

Group

(HKD) 

17,129,500‌

43,872‌

Guangdong

Investment

(HKD)  (2)

43,154,000‌

27,208‌

JOYY,

ADR

(USD) 

1,411,853‌

35,621‌

KE

Holdings,

ADR

(USD)  (1)

5,395,431‌

54,925‌

Longfor

Group

Holdings

(HKD) 

17,674,472‌

22,521‌

Shandong

Weigao

Group

Medical

Polymer,

Class

H

(HKD) 

13,794,000‌

19,005‌

Tingyi

Cayman

Islands

Holding

(HKD) 

29,226,000‌

45,683‌

Tongcheng

Travel

Holdings

(HKD)  (1)

40,504,800‌

63,225‌

Trip.com

Group

(HKD)  (1)

2,708,450‌

60,838‌

Tsingtao

Brewery,

Class

H

(HKD) 

9,052,000‌

63,374‌

Weibo,

ADR

(USD)  (1)

179,945‌

2,037‌

Yangzijiang

Shipbuilding

Holdings

(SGD) 

72,784,000‌

61,701‌

723,347‌

Common

Stocks

-

China

A

Shares

6.4%

China

Oilfield

Services,

A

Shares

(CNH) 

25,935,374‌

59,655‌

Fuyao

Glass

Industry

Group,

A

Shares

(CNH) 

11,252,889‌

51,516‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

23

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

24

Shares

$

Value

(Cost

and

value

in

$000s)

Hisense

Home

Appliances

Group,

A

Shares

(CNH) 

12,573,584‌

18,471‌

NARI

Technology,

A

Shares

(CNH) 

19,112,412‌

64,130‌

Weichai

Power,

A

Shares

(CNH) 

29,063,800‌

36,241‌

230,013‌

Total

China

(Cost

$1,357,641

)

953,360‌

HONG

KONG

1.4%

Common

Stocks

1.4%

Galaxy

Entertainment

Group 

11,174,000‌

51,050‌

Total

Hong

Kong

(Cost

$63,949

)

51,050‌

HUNGARY

1.2%

Common

Stocks

1.2%

OTP

Bank 

2,043,847‌

44,588‌

Total

Hungary

(Cost

$82,366

)

44,588‌

INDIA

11.4%

Common

Stocks

11.4%

Ashok

Leyland 

12,697,042‌

23,512‌

Hindalco

Industries 

8,419,421‌

41,232‌

ICICI

Bank 

8,654,197‌

95,161‌

Petronet

LNG 

25,413,000‌

63,039‌

Reliance

Industries 

2,384,378‌

73,465‌

Shree

Cement 

116,146‌

31,932‌

Shriram

Transport

Finance 

2,597,053‌

38,555‌

Tech

Mahindra 

3,413,597‌

43,904‌

Total

India

(Cost

$370,538

)

410,800‌

INDONESIA

2.6%

Common

Stocks

2.6%

Bank

Rakyat

Indonesia

Persero 

307,042,807‌

91,601‌

Total

Indonesia

(Cost

$80,940

)

91,601‌

MALAYSIA

2.6%

Common

Stocks

2.6%

CIMB

Group

Holdings 

79,257,125‌

92,582‌

Total

Malaysia

(Cost

$89,793

)

92,582‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

25

Shares

$

Value

(Cost

and

value

in

$000s)

MEXICO

6.8%

Common

Stocks

6.8%

Fresnillo

(GBP) 

5,031,994‌

42,070‌

Gruma,

Class

B 

5,829,395‌

67,273‌

Grupo

Aeroportuario

del

Pacifico,

ADR

(USD) 

404,378‌

62,703‌

Grupo

Mexico,

Series

B 

14,984,164‌

53,976‌

Orbia

Advance 

10,970,626‌

18,455‌

Total

Mexico

(Cost

$245,205

)

244,477‌

NETHERLANDS

0.6%

Common

Stocks

0.6%

Prosus

(ZAR) 

518,157‌

22,452‌

Total

Netherlands

(Cost

$36,885

)

22,452‌

PHILIPPINES

0.4%

Common

Stocks

0.4%

Bank

of

the

Philippine

Islands 

9,555,930‌

15,892‌

Total

Philippines

(Cost

$16,481

)

15,892‌

POLAND

1.4%

Common

Stocks

1.4%

Powszechny

Zaklad

Ubezpieczen 

9,168,765‌

51,367‌

Total

Poland

(Cost

$75,010

)

51,367‌

RUSSIA

0.0%

Common

Stocks

0.0%

Moscow

Exchange  (1)(3)

27,929,000‌

—‌

Novatek  (3)

1,864,000‌

—‌

Yandex,

Class

A

(USD)  (1)(3)

1,064,100‌

—‌

Total

Russia

(Cost

$111,742

)

—‌

SAUDI

ARABIA

4.4%

Common

Stocks

4.4%

Saudi

British

Bank 

7,420,960‌

85,961‌

Saudi

National

Bank 

4,592,678‌

72,589‌

Total

Saudi

Arabia

(Cost

$126,794

)

158,550‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

26

Shares

$

Value

(Cost

and

value

in

$000s)

SINGAPORE

1.7%

Common

Stocks

1.7%

Jardine

Cycle

&

Carriage 

2,843,300‌

59,720‌

Total

Singapore

(Cost

$22,381

)

59,720‌

SOUTH

AFRICA

1.8%

Common

Stocks

1.8%

FirstRand 

18,720,597‌

65,447‌

Total

South

Africa

(Cost

$68,562

)

65,447‌

SOUTH

KOREA

11.3%

Common

Stocks

11.3%

Amorepacific 

194,504‌

12,628‌

CJ

CheilJedang 

151,741‌

44,057‌

Hyundai

Motor 

529,601‌

61,030‌

Kangwon

Land  (1)

3,355,831‌

54,107‌

KT 

1,503,094‌

38,592‌

Samsung

Electronics 

4,725,498‌

196,675‌

Total

South

Korea

(Cost

$549,749

)

407,089‌

SWITZERLAND

1.5%

Common

Stocks

1.5%

Holcim 

1,205,083‌

54,750‌

Total

Switzerland

(Cost

$61,601

)

54,750‌

TAIWAN

5.9%

Common

Stocks

5.9%

Bizlink

Holding 

5,520,000‌

42,095‌

Hon

Hai

Precision

Industry 

31,952,000‌

101,482‌

MediaTek 

3,699,000‌

67,426‌

Total

Taiwan

(Cost

$276,756

)

211,003‌

THAILAND

3.2%

Common

Stocks

3.2%

Bangkok

Dusit

Medical

Services,

Class

F 

78,297,600‌

60,752‌

Land

&

Houses,

NVDR 

230,278,400‌

55,655‌

Total

Thailand

(Cost

$112,678

)

116,407‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

27

Shares

$

Value

(Cost

and

value

in

$000s)

UNITED

KINGDOM

1.0%

Common

Stocks

1.0%

Prudential 

3,869,014‌

35,942‌

Total

United

Kingdom

(Cost

$60,032

)

35,942‌

SHORT-TERM

INVESTMENTS

3.3%

Money

Market

Funds

3.3%

T.

Rowe

Price

Government

Reserve

Fund,

3.21%  (4)(5)

118,737,897‌

118,738‌

Total

Short-Term

Investments

(Cost

$118,738)

118,738‌

SECURITIES

LENDING

COLLATERAL

0.0%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

JPMORGAN

CHASE

BANK

0.0%

Money

Market

Funds

0.0%

T.

Rowe

Price

Government

Reserve

Fund,

3.21%  (4)(5)

170,478‌

170‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

JPMorgan

Chase

Bank

170‌

Total

Securities

Lending

Collateral

(Cost

$170)

170‌

Total

Investments

in

Securities

99.3%

of

Net

Assets

(Cost

$4,250,800)

$

3,575,524‌

‡

Country

classifications

are

generally

based

on

MSCI

categories

or

another

unaffiliated

third

party

data

provider;

Shares

are

denominated

in

the

currency

of

the

country

presented

unless

otherwise

noted.

(1)

Non-income

producing

(2)

See

Note

3

.

All

or

a

portion

of

this

security

is

on

loan

at

October

31,

2022.

(3)

See

Note

2.

Level

3

in

fair

value

hierarchy.

(4)

Seven-day

yield

(5)

Affiliated

Companies

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

28

ADR

American

Depositary

Receipts

CNH

Offshore

China

Renminbi

EUR

Euro

GBP

British

Pound

HKD

Hong

Kong

Dollar

NVDR

Non-Voting

Depositary

Receipts

SGD

Singapore

Dollar

USD

U.S.

Dollar

ZAR

South

African

Rand

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

29

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

year

ended

October

31,

2022.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

Government

Reserve

Fund,

3.21%

$

—‌

$

—‌

$

1,170‌++

Totals

$

—‌#

$

—‌

$

1,170‌+

Supplementary

Investment

Schedule

Affiliate

Value

10/31/21

Purchase

Cost

Sales

Cost

Value

10/31/22

T.

Rowe

Price

Government

Reserve

Fund,

3.21%

$

176,894‌

 ¤

  ¤

$

118,908‌

Total

$

118,908‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

++

Excludes

earnings

on

securities

lending

collateral,

which

are

subject

to

rebates

and

fees

as

described

in

Note

3

.

+

Investment

income

comprised

$1,170

of

dividend

income

and

$0

of

interest

income.

¤

Purchase

and

sale

information

not

shown

for

cash

management

funds.

^

The

cost

basis

of

investments

in

affiliated

companies

was

$118,908.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

October

31,

2022

Statement

of

Assets

and

Liabilities

30

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$4,250,800)

$

3,575,524‌

Foreign

currency

(cost

$19,442)

19,400‌

Receivable

for

investment

securities

sold

10,173‌

Due

from

affiliates

2,795‌

Receivable

for

shares

sold

1,631‌

Dividends

receivable

1,378‌

Other

assets

370‌

Total

assets

3,611,271‌

Liabilities

Payable

for

investment

securities

purchased

5,493‌

Investment

management

fees

payable

2,930‌

Payable

for

shares

redeemed

954‌

Obligation

to

return

securities

lending

collateral

170‌

Payable

to

directors

1‌

Other

liabilities

1,036‌

Total

liabilities

10,584‌

NET

ASSETS

$

3,600,687‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

October

31,

2022

Statement

of

Assets

and

Liabilities

31

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

(1,147,011‌)

Paid-in

capital

applicable

to

322,812,448

shares

of

$0.01

par

value

capital

stock

outstanding;

18,000,000,000

shares

of

the

Corporation

authorized

4,747,698‌

NET

ASSETS

$

3,600,687‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

($58,348,407

/

5,283,875

shares

outstanding)

$

11.04‌

Advisor

Class

($50,412

/

4,612

shares

outstanding)

$

10.93‌

I

Class

($247,455,165

/

22,472,143

shares

outstanding)

$

11.01‌

Z

Class

($3,294,833,300

/

295,051,818

shares

outstanding)

$

11.17‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Statement

of

Operations

32

($000s)

Year

Ended

10/31/22

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$12,234)

$

108,986‌

Securities

lending

4‌

Total

income

108,990‌

Expenses

Investment

management

40,100‌

Shareholder

servicing

Investor

Class

$

255‌

Advisor

Class

1‌

I

Class

97‌

353‌

Prospectus

and

shareholder

reports

Investor

Class

18‌

I

Class

15‌

Z

Class

4‌

37‌

Custody

and

accounting

939‌

Depositary

receipt

fees

231‌

Registration

191‌

Legal

and

audit

85‌

Directors

10‌

Miscellaneous

23‌

Waived

/

paid

by

Price

Associates

(37,855‌)

Total

expenses

4,114‌

Net

investment

income

104,876‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Statement

of

Operations

33

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

10/31/22

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

(net

of

foreign

taxes

of

$5,393)

(475,854‌)

Foreign

currency

transactions

(1,689‌)

Net

realized

loss

(477,543‌)

Change

in

net

unrealized

gain

/

loss

Securities

(net

of

decrease

in

deferred

foreign

taxes

of

$(11,252))

(910,636‌)

Other

assets

and

liabilities

denominated

in

foreign

currencies

21‌

Change

in

net

unrealized

gain

/

loss

(910,615‌)

Net

realized

and

unrealized

gain

/

loss

(1,388,158‌)

DECREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

(1,283,282‌)

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Statement

of

Changes

in

Net

Assets

34

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

10/31/22

10/31/21

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

104,876‌

$

78,610‌

Net

realized

gain

(loss)

(477,543‌)

31,870‌

Change

in

net

unrealized

gain

/

loss

(910,615‌)

210,821‌

Increase

(decrease)

in

net

assets

from

operations

(1,283,282‌)

321,301‌

Distributions

to

shareholders

Net

earnings

Investor

Class

(2,779‌)

(1,434‌)

Advisor

Class

(1‌)

–‌

I

Class

(9,345‌)

(279‌)

Z

Class

(140,691‌)

(13,247‌)

Decrease

in

net

assets

from

distributions

(152,816‌)

(14,960‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

22,318‌

111,271‌

Advisor

Class

4‌

27‌

I

Class

143,102‌

276,482‌

Z

Class

1,381,249‌

2,694,376‌

Distributions

reinvested

Investor

Class

2,748‌

1,424‌

Advisor

Class

1‌

–‌

I

Class

9,310‌

262‌

Z

Class

140,691‌

13,247‌

Shares

redeemed

Investor

Class

(68,712‌)

(163,292‌)

Advisor

Class

(1‌)

(89‌)

I

Class

(82,558‌)

(30,850‌)

Z

Class

(286,376‌)

(212,155‌)

Increase

in

net

assets

from

capital

share

transactions

1,261,776‌

2,690,703‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

Statement

of

Changes

in

Net

Assets

35

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

10/31/22

10/31/21

Net

Assets

Increase

(decrease)

during

period

(174,322‌)

2,997,044‌

Beginning

of

period

3,775,009‌

777,965‌

End

of

period

$

3,600,687‌

$

3,775,009‌

*Share

information

(000s)

Shares

sold

Investor

Class

1,664‌

7,348‌

Advisor

Class

1‌

2‌

I

Class

10,287‌

17,638‌

Z

Class

94,940‌

171,690‌

Distributions

reinvested

Investor

Class

188‌

100‌

I

Class

638‌

18‌

Z

Class

9,591‌

929‌

Shares

redeemed

Investor

Class

(5,000‌)

(10,371‌)

Advisor

Class

–‌

(7‌)

I

Class

(6,436‌)

(1,984‌)

Z

Class

(21,051‌)

(13,404‌)

Increase

in

shares

outstanding

84,822‌

171,959‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

NOTES

TO

FINANCIAL

STATEMENTS

36

T.

Rowe

Price

International

Funds,

Inc.

(the

corporation) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

The

Emerging

Markets

Discovery

Stock

Fund

(the

fund)

is a

diversified,

open-end

management

investment

company

established

by

the

corporation. The

fund

seeks

long-term

growth

of

capital.

The

fund

has

four classes

of

shares:

the

Emerging

Markets

Discovery

Stock

Fund

(Investor

Class),

the

Emerging

Markets

Discovery

Stock

Fund–Advisor

Class

(Advisor

Class),

the

Emerging

Markets

Discovery

Stock

Fund–I

Class

(I

Class)

and

the

Emerging

Markets

Discovery

Stock

Fund–Z

Class

(Z

Class).

Advisor

Class

shares

are

sold

only

through

various

brokers

and

other

financial

intermediaries.

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts.

Prior

to

November

15,

2021,

the

initial

investment

minimum

was

$1

million

and

was

generally

waived

for

financial

intermediaries,

eligible

retirement

plans,

and

other

certain

accounts.

As

a

result

of

the

reduction

in

the

I

Class

minimum,

certain

assets

transferred

from

the

Investor

Class

to

the

I

Class.

This

transfer

of

shares

from

Investor

Class

to

I

Class

is

reflected

in

the

Statement

of

Changes

in

Net

Assets

within

the

Capital

shares

transactions

as

Shares

redeemed

and

Shares

sold,

respectively.

The

Z

Class

is

only

available

to

funds

advised

by

T.

Rowe

Price

Associates,

Inc.

and

its

affiliates

and

other

clients

that

are

subject

to

a

contractual

fee

for

investment

management

services.

The

Advisor

Class

operates

under

a

Board-approved

Rule

12b-1

plan

pursuant

to

which

the

class

compensates

financial

intermediaries

for

distribution,

shareholder

servicing,

and/

or

certain

administrative

services;

the

Investor,

I

and

Z

Classes

do

not

pay

Rule

12b-1

fees. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

all

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

classes.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

and

valuations

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

or

maturity.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

37

Investment

Transactions,

Investment

Income,

and

Distributions

Investment

transactions

are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses

are

reported

on

the

identified

cost

basis.

Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense.

Dividends

received

from

mutual

fund

investments

are

reflected

as

dividend

income;

capital

gain

distributions

are

reflected

as

realized

gain/loss.

Dividend

income

and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date.

Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received.

Proceeds

from

litigation

payments,

if

any,

are

included

in

net

realized

gain

(loss)

from

securities.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually.

A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Currency

Translation

 Assets,

including

investments,

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollar

values

each

day

at

the

prevailing

exchange

rate,

using

the

mean

of

the

bid

and

asked

prices

of

such

currencies

against

U.S.

dollars

as

provided

by

an

outside

pricing

service.

Purchases

and

sales

of

securities,

income,

and

expenses

are

translated

into

U.S.

dollars

at

the

prevailing

exchange

rate

on

the

respective

date

of

such

transaction.

The

effect

of

changes

in

foreign

currency

exchange

rates

on

realized

and

unrealized

security

gains

and

losses

is

not

bifurcated

from

the

portion

attributable

to

changes

in

market

prices.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to all classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

The

Advisor

Class

pays

Rule

12b-1

fees,

in

an

amount

not

exceeding

0.25%

of

the

class’s

average

daily

net

assets;

during

the year

ended October

31,

2022,

the Advisor

Class incurred

less

than

$1,000

in

these

fees.

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business.

However,

the

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

38

New

Accounting

Guidance

 In

June

2022,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2022-03,

Fair

Value

Measurement

(Topic

820)

–

Fair

Value

Measurement

of

Equity

Securities

Subject

to

Contractual

Sale

Restrictions,

which

clarifies

that

a

contractual

restriction

on

the

sale

of

an

equity

security

is

not

considered

part

of

the

unit

of

account

of

the

equity

security

and,

therefore,

is

not

considered

in

measuring

fair

value.

The

amendments

under

this

ASU

are

effective

for

fiscal

years

beginning

after

December

15,

2023;

however,

early

adoption

is

permitted.

Management

expects

that

the

adoption

of

the

guidance

will

not

have

a

material

impact

on

the fund's

financial  statements.

Indemnification

 In

the

normal

course

of

business, the

fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

NOTE

2

-

VALUATION 

Fair

Value

  The

fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

are

reported

at

fair

value,

which

GAAP

defines

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date. The fund’s

Board

of

Directors

(the

Board)

has

designated

T.

Rowe

Price

Associates,

Inc.

as

the

fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

functions

in

performing

fair

value

determinations:

assesses

and

manages

valuation

risks;

establishes

and

applies

fair

value

methodologies;

tests

fair

value

methodologies;

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee. The

Valuation

Designee provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1

–

quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

39

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

Valuation

Techniques 

Equity

securities,

including

exchange-traded

funds, listed

or

regularly

traded

on

a

securities

exchange

or

in

the

over-the-counter

(OTC)

market

are

valued

at

the

last

quoted

sale

price

or,

for

certain

markets,

the

official

closing

price

at

the

time

the

valuations

are

made.

OTC

Bulletin

Board

securities

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices.

A

security

that

is

listed

or

traded

on

more

than

one

exchange

is

valued

at

the

quotation

on

the

exchange

determined

to

be

the

primary

market

for

such

security.

Listed

securities

not

traded

on

a

particular

day

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

for

domestic

securities

and

the

last

quoted

sale

or

closing

price

for

international

securities.

The

last

quoted

prices

of

non-U.S.

equity

securities

may

be

adjusted

to

reflect

the

fair

value

of

such

securities

at

the

close

of

the

NYSE,

if

the Valuation

Designee

determines

that

developments

between

the

close

of

a

foreign

market

and

the

close

of

the

NYSE

will

affect

the

value

of

some

or

all

of the

fund’s

portfolio

securities.

Each

business

day,

the

Valuation

Designee uses

information

from

outside

pricing

services

to

evaluate

and,

if

appropriate,

decide whether

it

is

necessary

to

adjust

quoted

prices

to

reflect

fair

value

by

reviewing

a

variety

of

factors,

including

developments

in

foreign

markets,

the

performance

of

U.S.

securities

markets,

and

the

performance

of

instruments

trading

in

U.S.

markets

that

represent

foreign

securities

and

baskets

of

foreign

securities. The Valuation

Designee

uses

outside

pricing

services

to

provide

it

with

quoted

prices

and

information

to

evaluate

or

adjust

those

prices.

The Valuation

Designee

cannot

predict

how

often

it

will

use

quoted

prices

and

how

often

it

will

determine

it

necessary

to

adjust

those

prices

to

reflect

fair

value.

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

40

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

October

31,

2022

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

Following

is

a

reconciliation

of

the

fund’s

Level

3

holdings

for

the

year ended

October

31,

2022.

Gain

(loss)

reflects

both

realized

and

change

in

unrealized

gain/loss

on

Level

3

holdings

during

the

period,

if

any,

and

is

included

on

the

accompanying

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

155,286‌

$

3,301,330‌

$

—‌

$

3,456,616‌

Short-Term

Investments

118,738‌

—‌

—‌

118,738‌

Securities

Lending

Collateral

170‌

—‌

—‌

170‌

Total

$

274,194‌

$

3,301,330‌

$

—‌

$

3,575,524‌

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

41

Statement

of

Operations.

The

change

in

unrealized

gain/loss

on

Level

3

instruments

held

at

October

31,

2022,

totaled $(115,366,000) for

the

year ended

October

31,

2022.

During

the

year,

transfers

into

Level

3

resulted

from

a

lack

of marketability

for

the

securities.

In

accordance

with

GAAP,

the

following

table

provides

quantitative

information

about

significant

unobservable

inputs

used

to

determine

the

fair

valuations

of

the

fund’s

Level

3

assets,

by

class

of

financial

instrument.

Because

the

Valuation

Designee

considers

a

wide

variety

of

factors

and

inputs,

both

observable

and

unobservable,

in

determining

fair

values,

the

unobservable

inputs

presented

do

not

reflect

all

inputs

significant

to

the

fair

value

determination.

+

Valuation

techniques

may

change

in

order

to

reflect the

Valuation

Designee’s

judgment

of

current

market

participant

assumptions. 

*

Unobservable

inputs

were

weighted

by

the

relative

fair

value

of

the

instruments.

**

Represents

the

directional

change

in

the

fair

value

of

the

Level

3

investment(s)

that

would

have

resulted

from

an

increase

in

the

corresponding

input

at

period

end.

A

decrease

in

the

unobservable

input

would

have

had

the

opposite

effect.

Significant

increases

and

decreases

in

these

inputs

in

isolation

could

result

in

significantly

higher

or

lower

fair

value

measurements.

($000s)

Beginning

Balance

10/31/21

Gain

(Loss)

During

Period

Total

Purchases

Transfer

Into

Level

3

Ending

Balance

10/31/22

Investment

in

Securities

Common

Stocks

$

—‌

$

(115,366‌)

$

72,539‌

$

42,827‌

$

—‌

Investments

in

Securities

Value

(000s)

Valuation

Technique(s)+

Significant

Unobservable

Input(s)

Value

or

Range

of

Input(s)

Weighted

Average

of

Input(s)*

Impact

to

Valuation

from

an

Increase

in

Input**

Common

Stocks

$

—‌

Recent

comparable

transaction

price(s)

Discount

for

lack

of

marketability

100%

100%

Decrease

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

42

NOTE

3

-

OTHER

INVESTMENT

TRANSACTIONS 

Consistent

with

its

investment

objective,

the

fund

engages

in

the

following

practices

to

manage

exposure

to

certain

risks

and/or

to

enhance

performance.

The

investment

objective,

policies,

program,

and

risk

factors

of

the

fund

are

described

more

fully

in

the

fund’s

prospectus

and

Statement

of

Additional

Information.

Emerging

and

Frontier

Markets

 The fund

invests,

either

directly

or

through

investments

in

other

T.

Rowe

Price

funds,

in

securities

of

companies

located

in,

issued

by

governments

of,

or

denominated

in

or

linked

to

the

currencies

of

emerging

and

frontier

market

countries.

Emerging

markets,

and

to

a

greater

extent

frontier

markets, tend

to

have

economic

structures

that

are

less

diverse

and

mature,

less

developed

legal

and

regulatory

regimes,

and

political

systems

that

are

less

stable,

than

those

of

developed

countries.

These

markets

may

be

subject

to

greater

political,

economic,

and

social

uncertainty

and

differing

accounting

standards

and

regulatory

environments

that

may

potentially

impact

the

fund’s

ability

to

buy

or

sell

certain

securities

or

repatriate

proceeds

to

U.S.

dollars.

Emerging

markets

securities

exchanges

are

more

likely

to

experience

delays

with

the

clearing

and

settling

of

trades,

as

well

as

the

custody

of

holdings

by

local

banks,

agents,

and

depositories.

Such

securities

are

often

subject

to

greater

price

volatility,

less

liquidity,

and

higher

rates

of

inflation

than

U.S.

securities.

Investing

in

frontier

markets

is

typically

significantly

riskier

than

investing

in

other

countries,

including

emerging

markets.

Depositary

Receipts

 The

fund

invests

in

American

Depositary

Receipts

(ADRs),

Global

Depositary

Receipts

(GDRs),

and

other

depository

receipts,

which

are

certificates

issued

by

U.S.

and

international

institutions,

such

as

a

bank

or

trust

company,

that

represent

ownership

of

foreign

securities

held

by

the

issuing

institution.

Depositary

receipts

are

transferable,

trade

on

established

markets,

and

entitle

the

holder

to

all

dividends

paid

by

the

underlying

foreign

security.

Issuing

institutions

generally

charge

a

security

administration

fee. 

Securities

Lending

 The fund

may

lend

its

securities

to

approved

borrowers

to

earn

additional

income.

Its

securities

lending

activities

are

administered

by

a

lending

agent

in

accordance

with

a

securities

lending

agreement.

Security

loans

generally

do

not

have

stated

maturity

dates,

and

the

fund

may

recall

a

security

at

any

time.

The

fund

receives

collateral

in

the

form

of

cash

or

U.S.

government

securities.

Collateral

is

maintained

over

the

life

of

the

loan

in

an

amount

not

less

than

the

value

of

loaned

securities;

any

additional

collateral

required

due

to

changes

in

security

values

is

delivered

to

the

fund

the

next

business

day.

Cash

collateral

is

invested

in

accordance

with

investment

guidelines

approved

by

fund

management.

Additionally,

the

lending

agent

indemnifies

the

fund

against

losses

resulting

from

borrower

default.

Although

risk

is

mitigated

by

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

43

the

collateral

and

indemnification,

the

fund

could

experience

a

delay

in

recovering

its

securities

and

a

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

the

securities,

collateral

investments

decline

in

value,

and

the

lending

agent

fails

to

perform.

Securities

lending

revenue

consists

of

earnings

on

invested

collateral

and

borrowing

fees,

net

of

any

rebates

to

the

borrower,

compensation

to

the

lending

agent,

and

other

administrative

costs.

In

accordance

with

GAAP,

investments

made

with

cash

collateral

are

reflected

in

the

accompanying

financial

statements,

but

collateral

received

in

the

form

of

securities

is

not.

At

October

31,

2022,

the

value

of

loaned

securities

was

$154,000;

the

value

of

cash

collateral

and

related

investments

was

$170,000.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $2,678,059,000 and

$1,448,329,000,

respectively,

for

the

year ended

October

31,

2022.

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required. The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/

tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

permanent

book/tax

adjustments

relate

primarily

to

the

character

of

foreign

capital

gains

taxes

and

the

differences

in

treatment

of

corporate

actions.

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The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

October

31,

2022,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were

as

follows:

At

October

31,

2022,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales,

the

realization

of

gains/losses

on

passive

foreign

investment

companies

and

the

differences

in

treatment

($000s)

October

31,

2022

October

31,

2021

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

142,284‌

$

14,960‌

Long-term

capital

gain

10,532‌

—‌

Total

distributions

$

152,816‌

$

14,960‌

($000s)

Cost

of

investments

$

4,428,715‌

Unrealized

appreciation

$

341,592‌

Unrealized

depreciation

(1,195,806‌)

Net

unrealized

appreciation

(depreciation)

$

(854,214‌)

($000s)

Undistributed

ordinary

income

$

123,002‌

Net

unrealized

appreciation

(depreciation)

(854,214‌)

Loss

carryforwards

and

deferrals

(415,799‌)

Total

distributable

earnings

(loss)

$

(1,147,011‌)

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of

corporate

actions.

The

loss

carryforwards

and

deferrals

primarily

relate

to

capital

loss

carryforwards. Capital

loss

carryforwards

are

available

indefinitely

to

offset

future

realized

capital

gains.

Further,

a

portion

of

the

fund’s

available

capital

loss

carryforwards

are

subject

to

certain

limitations

on

amount

or

timing

of

use

related

to

an

ownership

change.

NOTE

5

-

FOREIGN  TAXES

The

fund

is

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Additionally,

capital

gains

realized

upon

disposition

of

securities

issued

in

or

by

certain

foreign

countries

are

subject

to

capital

gains

tax

imposed

by

those

countries.

All

taxes

are

computed

in

accordance

with

the

applicable

foreign

tax

law,

and,

to

the

extent

permitted,

capital

losses

are

used

to

offset

capital

gains.

Taxes

attributable

to

income

are

accrued

by

the

fund

as

a

reduction

of

income.

Current

and

deferred

tax

expense

attributable

to

capital

gains

is

reflected

as

a

component

of

realized

or

change

in

unrealized

gain/loss

on

securities

in

the

accompanying

financial

statements.

To

the

extent

that

the

fund

has

country

specific

capital

loss

carryforwards,

such

carryforwards

are

applied

against

net

unrealized

gains

when

determining

the

deferred

tax

liability.

Any

deferred

tax

liability

incurred

by

the

fund

is

included

in

either

Other

liabilities

or

Deferred

tax

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

NOTE

6

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group). Price

Associates

has

entered

into

a

sub-advisory

agreement(s)

with

one

or

more

of

its

wholly

owned

subsidiaries,

to

provide

investment

advisory

services

to

the

fund.

The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee,

which

is

computed

daily

and

paid

monthly. The

fee

consists

of

an

individual

fund

fee

and

a

group

fee.

The

individual

fund

fee

is

equal

to

0.65%

of

the

fund’s

average

daily

net

assets;

prior

to

May

1,

2022,

the

individual

fund

fee

had

been

0.75%.

The

group

fee

rate

is

calculated

based

on

the

combined

net

assets

of

certain

mutual

funds

sponsored

by

Price

Associates

(the

group)

applied

to

a

graduated

fee

schedule,

with

rates

ranging

from

0.48%

for

the

first

$1

billion

of

assets

to

0.260%

for

assets

in

excess

of

$845

billion.

The

fund’s

group

fee

is

determined

by

applying

the

group

fee

rate

to

the

fund’s

average

daily

net

assets. At

October

31,

2022,

the

effective

annual

group

fee

rate

was

0.29%.

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The Investor Class

and Advisor Class

are

each

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

dates

indicated

in

the

table

below.

During

the

limitation

period,

Price

Associates

is

required

to

waive

its

management

fee

or

pay

any

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

that

would

otherwise

cause

the

class’s

ratio

of

annualized

total

expenses

to

average

net

assets

(net

expense

ratio)

to

exceed

its

expense

limitation.

Each

class

is

required

to

repay

Price

Associates

for

expenses

previously

waived/paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

net

expense

ratio

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

expense

limitation

in

place

at

the

time

such

amounts

were

waived;

or

(2)

the

class’s

current

expense

limitation.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.   

The

I

Class

is

also

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

Z

Class

is

also

subject

to

a

contractual

expense

limitation

agreement

whereby

Price

Associates

has

agreed

to

waive

and/or

bear

all

of

the

Z

Class’

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

in

their

entirety.

This

fee

waiver

and/or

expense

reimbursement

arrangement

is

expected

to

remain

in

place

indefinitely,

and

the

agreement

may

only

be

amended

or

terminated

with

approval

by

the

fund’s

Board.

Expenses

of

the

fund

waived/paid

by

the

manager

are

not

subject

to

later

repayment

by

the

fund.

Pursuant

to

these

agreements,

expenses

were

waived/paid

by

and/or

repaid

to

Price

Associates

during

the

year ended October

31,

2022

as

indicated

in

the

table

below.

Including these

amounts,

expenses

previously

waived/paid

by

Price

Associates

in

the

amount

of $466,000 remain

subject

to

repayment

by

the

fund

at

October

31,

2022.

Any

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47

repayment

of

expenses

previously

waived/paid

by

Price

Associates

during

the

period

would

be

included

in

the

net

investment

income

and

expense

ratios

presented

on

the

accompanying

Financial

Highlights.

In

addition,

the

fund

has

entered

into

service

agreements

with

Price

Associates

and

two

wholly

owned

subsidiaries

of

Price

Associates,

each

an

affiliate

of

the

fund

(collectively,

Price).

Price

Associates

provides

certain

accounting

and

administrative

services

to

the

fund.

T.

Rowe

Price

Services,

Inc.

provides

shareholder

and

administrative

services

in

its

capacity

as

the

fund’s

transfer

and

dividend-disbursing

agent.

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

provides

subaccounting

and

recordkeeping

services

for

certain

retirement

accounts

invested

in

the

Investor

Class

and

Advisor Class.

For

the

year ended

October

31,

2022,

expenses

incurred

pursuant

to

these

service

agreements

were

$107,000 for

Price

Associates;

$190,000 for

T.

Rowe

Price

Services,

Inc.;

and

$1,000 for

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities.

Additionally,

the

fund

is

one

of

several

mutual

funds

in

which

certain

college

savings

plans

managed

by

Price

Associates may

invest.

As

approved

by

the

fund’s

Board

of

Directors,

shareholder

servicing

costs

associated

with

each

college

savings

plan

are

borne

by

the

fund

in

proportion

to

the

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Price

has

agreed

to waive/reimburse

shareholder

servicing

costs in

excess

of

0.05%

of

the

fund’s

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Any

amounts

waived/paid

by

Price

under

this

voluntary

agreement

are

not

subject

to

repayment

by

the

fund.

Price

may

amend

or

terminate

this

voluntary

arrangement

at

any

time

without

prior

notice.

For

the

year ended

October

31,

2022,

the

fund

was

charged $79,000 for

shareholder

servicing

costs

related

to

the

college

savings

plans, of

which

$39,000

was

for

services

provided

by

Price.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

Investor

Class

Advisor

Class

I

Class

Z

Class

Expense

limitation/I

Class

Limit

1.13%

1.55%

0.05%

0.00%

Expense

limitation

date

02/28/23

02/28/23

02/28/23

N/A

(Waived)/repaid

during

the

period

($000s)

$(133)

$(1)

$(71)

$(37,650)

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net

on

the

accompanying

Statement

of

Assets

and

Liabilities. At

October

31,

2022,

approximately 58%

of

the

outstanding

shares

of

the

I

Class

were

held

by

college

savings

plans.

Mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

(collectively,

Price

Funds

and

accounts)

may

invest

in

the

fund.

No

Price

fund

or

account

may

invest

for

the

purpose

of

exercising

management

or

control

over

the

fund.

At

October

31,

2022,

100%

of

the

Z

Class’s

outstanding

shares

were

held

by

Price

Funds

and

accounts.

The fund

may

invest

its

cash

reserves

in

certain

open-end

management

investment

companies

managed

by

Price

Associates

and

considered

affiliates

of

the

fund:

the

T.

Rowe

Price

Government

Reserve

Fund

or

the

T.

Rowe

Price

Treasury

Reserve

Fund,

organized

as

money

market

funds,

or

the

T.

Rowe

Price

Short-Term

Fund,

a

short-term

bond

fund

(collectively,

the

Price

Reserve

Funds).

The

Price

Reserve

Funds

are

offered

as

short-term

investment

options

to

mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

and

are

not

available

for

direct

purchase

by

members

of

the

public.

Cash

collateral

from

securities

lending,

if

any,

is

invested

in

the

T.

Rowe

Price

Government

Reserve Fund;

prior

to

December

13,

2021,

the

cash

collateral

from

securities

lending

was

invested

in

the

T.

Rowe

Price

Short-Term

Fund.

The

Price

Reserve

Funds

pay

no

investment

management

fees. 

As

of

October

31,

2022,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

1,249,662

shares

of

the

I

Class,

representing

6%

of

the

I

Class's

net

assets.

The

fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

sale

cross

trades

be

effected

at

the

independent

current

market

price

of

the

security.

During

the

year ended

October

31,

2022,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

NOTE

7

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war,

terrorism,

pandemics,

outbreaks

of

infectious

diseases,

and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

a

fund

invests.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

T.

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Fund

49

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

Since

2020,

a

novel

strain

of

coronavirus

(COVID-19)

has

resulted

in

disruptions

to

global

business

activity

and

caused

significant

volatility

and

declines

in

global

financial

markets.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict

leading

to

economic

sanctions

being

imposed

on

Russia

and

certain

of

its

citizens,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

These

are

recent

examples

of

global

events

which

may

have

a

negative

impact

on

the

values

of

certain

portfolio

holdings

or

the

fund’s

overall

performance. Management

is

actively

monitoring

the

risks

and

financial

impacts

arising

from

these

events.

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50

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

of

T.

Rowe

Price

International

Funds,

Inc.

and

Shareholders

of

T.

Rowe

Price

Emerging

Markets

Discovery

Stock

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

Emerging

Markets

Discovery

Stock

Fund

(one

of

the

funds

constituting

T.

Rowe

Price

International

Funds,

Inc.,

referred

to

hereafter

as

the

"Fund")

as

of

October

31,

2022,

the

related

statement

of

operations

for

the

year

ended

October

31,

2022,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

October

31,

2022,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

periods

indicated

therein

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

October

31,

2022,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

October

31,

2022

and

the

financial

highlights

for

each

of

the

periods

indicated

therein,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

T.

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Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

October

31,

2022

by

correspondence

with

the

custodian,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

December

16,

2022

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

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52

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 10/31/22

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

$64,852,000 from

short-term

capital

gains 

$10,532,000 from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%

For

taxable

non-corporate

shareholders,

$65,482,000 of

the

fund's

income

represents

qualified

dividend

income

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

The

fund

will

pass

through

foreign

source

income

of

$113,368,000

and

foreign

taxes

paid

of

$16,754,000.  

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53

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

https://www.troweprice.com/corporate/us/en/utility/policies.html

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

a

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

fund’s

reports

on

Form

N-PORT

are

available

electronically

on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their

first

and

third

fiscal

quarter-end

holdings

on

troweprice.com

.

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54

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

In

accordance

with

Rule

22e-4

(Liquidity

Rule)

under

the

Investment

Company

Act

of

1940,

as

amended,

the

fund

has

established

a

liquidity

risk

management

program

(Liquidity

Program)

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk,

which

generally

represents

the

risk

that

the

fund

would

not

be

able

to

meet

redemption

requests

without

significant

dilution

of

remaining

investors’

interests

in

the

fund.

The

fund’s

Board

of

Directors

(Board)

has

appointed

the

fund’s

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser),

as

the

administrator

of

the

Liquidity

Program.

As

administrator,

the

Adviser

is

responsible

for

overseeing

the

day-to-day

operations

of

the

Liquidity

Program

and,

among

other

things,

is

responsible

for

assessing,

managing,

and

reviewing

with

the

Board

at

least

annually

the

liquidity

risk

of

each

T.

Rowe

Price

fund.

The

Adviser

has

delegated

oversight

of

the

Liquidity

Program

to

a

Liquidity

Risk

Committee

(LRC),

which

is

a

cross-functional

committee

composed

of

personnel

from

multiple

departments

within

the

Adviser.

The

Liquidity

Program’s

principal

objectives

include

supporting

the

T.

Rowe

Price

funds’

compliance

with

limits

on

investments

in

illiquid

assets

and

mitigating

the

risk

that

the

fund

will

be

unable

to

timely

meet

its

redemption

obligations.

The

Liquidity

Program

also

includes

a

number

of

elements

that

support

the

management

and

assessment

of

liquidity

risk,

including

an

annual

assessment

of

factors

that

influence

the

fund’s

liquidity

and

the

periodic

classification

and

reclassification

of

a

fund’s

investments

into

categories

that

reflect

the

LRC’s

assessment

of

their

relative

liquidity

under

current

market

conditions.

Under

the

Liquidity

Program,

every

investment

held

by

the

fund

is

classified

at

least

monthly

into

one

of

four

liquidity

categories

based

on

estimations

of

the

investment’s

ability

to

be

sold

during

designated

time

frames

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

As

required

by

the

Liquidity

Rule,

at

a

meeting

held

on

July

25,

2022,

the

Board

was

presented

with

an

annual

assessment

prepared

by

the

LRC,

on

behalf

of

the

Adviser,

that

addressed

the

operation

of

the

Liquidity

Program

and

assessed

its

adequacy

and

effectiveness

of

implementation,

including

any

material

changes

to

the

Liquidity

Program

and

the

determination

of

each

fund’s

Highly

Liquid

Investment

Minimum

(HLIM).

The

annual

assessment

included

consideration

of

the

following

factors,

as

applicable:

the

fund’s

investment

strategy

and

liquidity

of

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

including

whether

the

investment

strategy

is

appropriate

for

an

open-end

fund,

the

extent

to

which

the

strategy

involves

a

relatively

concentrated

portfolio

or

large

positions

in

particular

issuers,

and

the

use

of

borrowings

for

investment

purposes

and

derivatives;

short-term

and

long-term

cash

flow

projections

covering

both

normal

and

reasonably

foreseeable

stressed

conditions;

and

holdings

of

cash

and

cash

equivalents,

as

well

as

available

borrowing

arrangements.

T.

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55

For

the

fund

and

other

T.

Rowe

Price

funds,

the

annual

assessment

incorporated

a

report

related

to

a

fund’s

holdings,

shareholder

and

portfolio

concentration,

any

borrowings

during

the

period,

cash

flow

projections,

and

other

relevant

data

for

the

period

of

April

1,

2021,

through

March

31,

2022.

The

report

described

the

methodology

for

classifying

a

fund’s

investments

(including

any

derivative

transactions)

into

one

of

four

liquidity

categories,

as

well

as

the

percentage

of

a

fund’s

investments

assigned

to

each

category.

It

also

explained

the

methodology

for

establishing

a

fund’s

HLIM

and

noted

that

the

LRC

reviews

the

HLIM

assigned

to

each

fund

no

less

frequently

than

annually.

During

the

period

covered

by

the

annual

assessment,

the

LRC

has

concluded,

and

reported

to

the

Board,

that

the

Liquidity

Program

continues

to

operate

adequately

and

effectively

and

is

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk.

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

(continued)

T.

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56

ABOUT

THE

FUND'S

DIRECTORS

AND

OFFICERS

Your

fund

is

overseen

by

a

Board

of

Directors

(Board)

that

meets

regularly

to

review

a

wide

variety

of

matters

affecting

or

potentially

affecting

the

fund,

including

performance,

investment

programs,

compliance

matters,

advisory

fees

and

expenses,

service

providers,

and

business

and

regulatory

affairs.

The

Board

elects

the

fund’s

officers,

who

are

listed

in

the

final

table.

The

directors

who

are

also

employees

or

officers

of

T.

Rowe

Price

are

considered

to

be

interested

directors

as

defined

in

Section

2(a)(19)

of

the

1940

Act

because

of

their

relationships

with

T.

Rowe

Price

and

its

affiliates.

The

business

address

of

each

director

and

officer

is

100

East

Pratt

Street,

Baltimore,

Maryland

21202.

The

Statement

of

Additional

Information

includes

additional

information

about

the

fund

directors

and

is

available

without

charge

by

calling

a

T.

Rowe

Price

representative

at

1-800-638-5660.

INDEPENDENT

DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Teresa

Bryce

Bazemore

(1959)

2018

[205]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

President,

Radian

Guaranty

(2008

to

2017);

Chief

Executive

Officer,

Bazemore

Consulting

LLC

(2018

to

2021);

Director,

Chimera

Investment

Corporation

(2017

to

2021);

Director,

First

Industrial

Realty

Trust

(2020

to

present);

Director,

Federal

Home

Loan

Bank

of

Pittsburgh

(2017

to

2019)

Ronald

J.

Daniels

(b)

(1959)

2018

[0]

President,

The

Johns

Hopkins

University

and

Professor,

Political

Science

Department,

The

Johns

Hopkins

University

(2009

to

present);

Director,

Lyndhurst

Holdings

(2015

to

present);

Director,

BridgeBio

Pharma,

Inc.

(2020

to

present)

Bruce

W.

Duncan

(1951)

2013

[205]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chief

Executive

Officer

and

Director

(2009

to

2016),

Chair

of

the

Board

(2016

to

2020),

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Chair

of

the

Board

(2005

to

2016)

and

Director

(1999

to

2016),

Starwood

Hotels

&

Resorts,

a

hotel

and

leisure

company;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

present);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[205]

Advisory

Board

Member,

Pipeline

Crisis/Winning

Strategies,

a

collaborative

working

to

improve

opportunities

for

young

African

Americans

(1997

to

2016);

Chair

of

the

Board,

all

funds

(July

2018

to

present)

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57

INTERESTED  DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Paul

F.

McBride

(1956)

2013

[205]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

Kellye

L.

Walker

(c)

(1966)

2021

[205]

Executive

Vice

President

and

Chief

Legal

Officer,

Eastman

Chemical

Company

(April

2020

to

present);

Executive

Vice

President

and

Chief

Legal

Officer,

Huntington

Ingalls

Industries,

Inc.

(January

2015

to

March

2020);

Director,

Lincoln

Electric

Company

(October

2020

to

present)

(a)

All

information

about

the

independent

directors

was

current

as

of

December

31,

2021,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

(b)

Effective

April

27,

2022,

Mr.

Daniels

resigned

from

his

role

as

an

independent

director

of

the

Price

Funds.

(c)

Effective

November

8,

2021,

Ms.

Walker

was

appointed

as

an

independent

director

of

the

Price

Funds.

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

David

Oestreicher

(1967)

2018

[205]

Director,

Vice

President,

and

Secretary,

T.

Rowe

Price,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.;

Director

and

Secretary,

T.

Rowe

Price

Investment

Management,

Inc.

(Price

Investment

Management);

Vice

President

and

Secretary,

T.

Rowe

Price

International

(Price

International);

Vice

President,

T.

Rowe

Price

Hong

Kong

(Price

Hong

Kong),

T. Rowe

Price

Japan

(Price

Japan),

and

T.

Rowe

Price

Singapore

(Price

Singapore);

General

Counsel,

Vice

President,

and

Secretary,

T.

Rowe

Price

Group,

Inc.;

Chair

of

the

Board,

Chief

Executive

Officer,

President,

and

Secretary,

T.

Rowe

Price

Trust

Company;

Principal

Executive

Officer

and

Executive

Vice

President,

all

funds

Robert

W.

Sharps,

CFA,

CPA

(b)

(1971)

2017

[0]

Director

and

Vice

President,

T.

Rowe

Price;

Director,

Price

Investment

Management;

Chief

Executive

Officer

and

President,

T.

Rowe

Price

Group,

Inc.;

Vice

President,

T.

Rowe

Price

Trust

Company;

Vice

President,

International

Funds

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

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OFFICERS

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Eric

L.

Veiel,

CFA

(1972)

2022

[205]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

(a)

All

information

about

the

interested

directors

was

current

as

of

January

1,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

(b)

Effective

February

3,

2022,

Mr.

Sharps

resigned

from

his

role

as

an

interested

director

of

the

Price

Funds.

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Mariel

Abreu

(1981)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Jason

R.

Adams

(1979)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ulle

Adamson,

CFA

(1979)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Roy

H.

Adkins

(1970)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Syed

H.

Ali

(1970)

Vice

President

Vice

President,

Price

Hong

Kong,

Price

Singapore,

and

T.

Rowe

Price

Group,

Inc.

Kennard

W.

Allen

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Paulina

Amieva

(1981)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Malik

S.

Asif

(1981)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Ziad

Bakri,

M.D.,

CFA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Harishankar

Balkrishna

(1983)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Sheena

L.

Barbosa

(1983)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

INTERESTED  DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

59

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Jason

A.

Bauer

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Luis

M.

Baylac

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

R.

Scott

Berg,

CFA

(1972)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Steven

E.

Boothe,

CFA

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Peter

I.

Botoucharov

(1965)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Tala

Boulos

(1984)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Christopher

P.

Brown,

Jr., CFA

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

Chief

Compliance

Officer

and

Vice

President,

T.

Rowe

Price

and

Price

Investment

Management;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

formerly,

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

AST

Investment

Services,

Inc.

(ASTIS)

(to

2022);

Chief

Compliance

Officer,

PGIM

Retail

Funds

complex

and

Prudential

Insurance

Funds

(to

2022);

Vice

President

and

Deputy

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

ASTIS

(to

2019);

Senior

Vice

President

and

Senior

Counsel, Pacific

Investment

Management

Company

LLC

(to

2017)

Shiu

Tak

(Sheldon)

Chan

(1981)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Andrew

Chang

(1983)

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Carolyn

Hoi

Che

Chu

(1974)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Vincent

Chung

(1988)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International;

formerly,

Investment

Analyst/Trader,

Observatory

Capital

Management

LLP

(to

2019)

Archibald

Ciganer,

CFA

(1976)

Executive

Vice

President

Director

and

Vice

President,

Price

Japan;

Vice

President,

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

60

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Richard

N.

Clattenburg,

CFA

(1979)

Executive

Vice

President

Vice

President,

Price

Singapore,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

Michael

F.

Connelly,

CFA

(1977)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Richard

de

los

Reyes

(1975)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Michael

Della

Vedova

(1969)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Iona

Dent,

CFA

(1991)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International;

formerly,

Associate,

Equity

Research,

Deutsche

Bank

(to

2018)

Maria

Elena

Drew

(1973)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Shawn

T.

Driscoll

(1975)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Alan

S.

Dupski,

CPA

(1982)

Principal

Financial

Officer,

Vice

President,

and

Treasurer

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Bridget

A.

Ebner

(1970)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

David

J.

Eiswert,

CFA

(1972)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Dawei

Feng

(1979)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.; formerly,

Head

of

China

Consumer

in

Equity

Research,

Credit Lyonnais

Asia-Pacific

(to

2018)

Ryan

W.

Ferro

(1985)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Mark

S.

Finn,

CFA,

CPA

(1963)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Quentin

S.

Fitzsimmons

(1968)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Justin

T.

Gerbereux,

CFA

(1975)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Aaron

Gifford,

CFA

(1987)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

61

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Vishnu

V.

Gopal

(1979)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Joel

Grant

(1978)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Gary

J.

Greb

(1961)

Vice

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

Price

International,

and

T.

Rowe

Price

Trust

Company

Benjamin

Griffiths,

CFA

(1977)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Gianluca

Guicciardi

(1983)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Shaoyu

Guo

(1992)

Vice

President

Vice

President,

Price

Hong

Kong;

formerly,

Economist,

J.P.

Morgan

(to

2020)

Richard

L.

Hall

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Nabil

Hanano,

CFA

(1984)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Jeffrey

Holford,

Ph.D.,

ACA

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Managing

Director,

Jeffries

Financial

Group

(to

2018)

Stefan

Hubrich,

Ph.D.,

CFA

(1974)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Arif

Husain,

CFA

(1972)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Tetsuji

Inoue

(1971)

Vice

President

Vice

President,

Price

Hong

Kong,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Michael

D.

Jacobs

(1971)

Vice

President

Vice

President,

Price

Japan,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Randal

S.

Jenneke

(1971)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.

Prashant

G.

Jeyaganesh

(1983)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Nina

P.

Jones,

CPA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

62

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Yoichiro

Kai

(1973)

Vice

President

Vice

President,

Price

Singapore,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Jacob

H.

Kann,

CFA

(1987)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Jai

Kapadia

(1982)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Andrew

J.

Keirle

(1974)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

Takanori

Kobayashi

(1981)

Vice

President

Vice

President,

Price

Japan,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Christopher

J.

Kushlis,

CFA

(1976)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Shengrong

Lau

(1982)

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Lu

Liu

(1979)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Johannes

Loefstrand

(1988)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Anh Lu

(1968)

Executive

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Sebastien

Mallet

(1974)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Jennifer Martin

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ryan

Martyn

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Colin

McQueen

(1967)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International;

formerly,

Senior

Investment

Manager,

Global

Equities,

Sanlam

FOUR

Investments

UK

Limited

(to

2019)

Raymond

A.

Mills,

Ph.D.,

CFA

(1960)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

63

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Jihong

Min

(1979)

Executive

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Eric

C.

Moffett

(1974)

Executive

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Ivan

Morozov,

CFA

(1987)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Samy

B.

Muaddi,

CFA

(1984)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Tobias

F.

Mueller,

CFA

(1980)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Razan

Nasser

(1985)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International;

formerly,

Senior

Economist,

HSBC

Bank

Middle

East

Ltd

(to

2019)

Philip

A.

Nestico

(1976)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Sridhar

Nishtala

(1975)

Vice

President

Director

and

Vice

President,

Price

Singapore;

Vice

President,

T.

Rowe

Price

Group,

Inc.

Kenneth

A.

Orchard

(1975)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Oluwaseun

A.

Oyegunle,

CFA

(1984)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Fran

M.

Pollack-Matz

(1961)

Vice

President

and

Secretary 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Investment

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.

Shannon

H.

Rauser

(1987)

Assistant

Secretary 

Assistant

Vice

President,

T.

Rowe

Price

Todd

Reese

(1990)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Melanie

A.

Rizzo

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

David

L.

Rowlett,

CFA

(1975)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Federico

Santilli,

CFA

(1974)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Nikolaj

Schmidt

(1975)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and Price

International

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

64

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Sebastian

Schrott

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Bin

Shen,

CFA

(1987)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

John

C.A.

Sherman

(1969)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Weijie

(Vivian)

Si

(1983)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Scott

D.

Solomon,

CFA

(1981)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Joshua

K.

Spencer,

CFA

(1973)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

David

Stanley

(1963)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Saurabh

Sud,

CFA

(1985)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Senior

Vice

President,

PIMCO

(to

2018)

Taymour

R.

Tamaddon,

CFA

(1976)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Ju

Yen

Tan

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Sin

Dee

Tan,

CFA

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Siby

Thomas

(1979)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Justin

Thomson

(1968)

President

Director,

Price

Hong

Kong;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

Director

and

Vice

President,

Price

International

Willem

Visser

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Christopher Vost

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Zenon

Voyiatzis

(1971)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Verena

E.

Wachnitz,

CFA

(1978)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Emerging

Markets

Discovery

Stock

Fund

65

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Megan

Warren

(1968)

Vice

President

OFAC

Sanctions

Compliance

Officer

and

Vice

President,

Price

Investment

Management;

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Hiroshi

Watanabe,

CFA

(1975)

Vice

President

Director

and

Vice

President,

Price

Japan;

Vice

President,

T.

Rowe

Price

Group,

Inc. 

James

Woodward,

CFA

(1974)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Marta

Yago

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Benjamin

T.

Yeagle

(1978)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ernest

C.

Yeung,

CFA

(1979)

Executive

Vice

President

Director

and

Vice

President,

Price

Hong

Kong;

Vice

President,

T.

Rowe

Price

Group,

Inc.

Wenli

Zheng

(1979)

Executive

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

Rowe

Price

Investment

Services,

Inc.

|

100

East

Pratt

Street

|

Baltimore,

MD

21202-1009

You

have

many

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goals.

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you.

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RETIREMENT

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Traditional,

Roth,

Rollover/Transfer,

or

Brokerage

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Business

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help

minimize

taxes,

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savings

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access

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stocks,

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bonds,

and

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Gifts

and

transfers

to

a

child

(UGMA/UTMAs)

Trust

Transfer

on

Death

COLLEGE

SAVINGS

T.

Rowe

Price-managed

529

plans

offer

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advantaged

solutions

for

families

saving

money

for

college

tuition

and

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related

expenses

Visit

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Call

1-800-225-5132

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a

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or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

All

mutual

funds

are

subject

to

market

risk,

including

possible

loss

of

principal.

Investing

internationally

involves

special

risks

including

economic

and

political

uncertainty

and

currency

fluctuation.

1

The

T.

Rowe

Price

®

ActivePlus

Portfolios

is

a

discretionary

investment

management

program

provided

by

T.

Rowe

Price

Advisory

Services,

Inc.,

a

registered

investment

adviser

under

the

Investment

Advisers

Act

of

1940.

Brokerage

services

are

provided

by

T.

Rowe

Price

Investment

Services,

Inc.,

member

FINRA/SIPC.

Brokerage

accounts

are

carried

by

Pershing

LLC,

a

BNY

Mellon

Company,

member

NYSE/FINRA/SIPC.

T.

Rowe

Price

Advisory

Services,

Inc.,

and

T.

Rowe

Price

Investment

Services,

Inc.,

are

affiliated

companies.

2

Brokerage

services

are

provided

by

T.

Rowe

Price

Investment

Services,

Inc.,

member

FINRA/SIPC.

Brokerage

accounts

are

carried

by

Pershing

LLC,

a

BNY

Mellon

Company,

member

NYSE/FINRA/SIPC.

202212-2401215

F34-050

12/22

Item 1. (b) Notice pursuant to Rule 30e-3.

Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Directors has determined that Ms. Teresa Bryce Bazemore qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Bazemore is considered independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) – (d)    Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant’s principal accountant were as follows:

	2022		2021
Audit Fees	$	24,349	$	23,048
Audit-Related Fees		-		-
Tax Fees		-		2,840
All Other Fees		-		-

Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.

(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.

(2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $2,760,000 and $3,600,000, respectively.

(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item  13. Exhibits.

(a)(1) The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.

(2) Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

(3) Written solicitation to repurchase securities issued by closed-end companies: not applicable.

(b) A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

T. Rowe Price International Funds, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	December 16, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	December 16, 2022

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	December 16, 2022