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, 2023

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,

2023

Annual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

TROSX

Overseas

Stock

Fund

–

.

PAEIX

Overseas

Stock

Fund–

.

Advisor  Class

TROIX

Overseas

Stock

Fund–

.

I  Class

TRZSX

Overseas

Stock

Fund–

.

Z Class

T.

ROWE

PRICE

Overseas

Stock

Fund

HIGHLIGHTS

International

stocks

rose

in

the

12

months

ended

October

31,

2023,

as

signs

of

easing

inflation

in

many

markets

raised

hopes

that

global

central

banks

were

nearing

an

end

to

their

tightening

cycles,

though

concerns

about

higher-for-longer

rates

and

China’s

growth

slowdown

spurred

declines

in

the

final

months

of

the

period.

The

Overseas

Stock

Fund

recorded

a

double-digit

gain

over

its

fiscal

year

and

underperformed

the

MSCI

EAFE

Index

Net.

As

we

look

to

2024,

elections

in

major

countries,

geopolitical

tensions,

and

the

path

for

the

next

phase

of

inflation

and

interest

rates

have

created

considerable

uncertainty

for

economies

and

markets.

We

have

positioned

the

portfolio

to

be

mindful

of

the

above

with

a

continued

strong

emphasis

on

seeking

attractive

combinations

of

business

fundamentals

and

valuations.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

An

account

service

fee

will

be

charged

annually

for

each

T.

Rowe

Price

mutual

fund

account

unless

you

meet

criteria

for

a

fee

waiver.

Go

to

troweprice.com/personal-investing/help/fees-and-

minimums.html

to

learn

more

about

this

account

service

fee,

including

other

ways

to

waive

it.

T.

ROWE

PRICE

Overseas

Stock

Fund

Market

Commentary

1

Dear

Shareholder

Most

major

global

stock

and

bond

indexes

produced

positive

results

during

your

fund’s

fiscal

year,

the

12-month

period

ended

October

31,

2023,

although

a

downturn

over

the

past

six

months

offset

some

of

the

strong

gains

recorded

in

the

first

half

of

the

period.

Global

economies

managed

to

avoid

the

recession

that

was

widely

predicted

at

the

start

of

2023,

but

signs

that

central

banks

might

need

to

keep

interest

rates

higher

for

longer

than

previously

expected

weighed

on

market

sentiment.

Growth

stocks

outperformed

value

shares

over

the

12-month

period,

and

stocks

in

developed

markets

generally

outpaced

their

counterparts

in

emerging

markets.

Currency

movements

were

mixed

over

the

period,

although

a

weaker

dollar

versus

major

European

currencies

was

beneficial

for

U.S.

investors

in

European

securities.

Technology

companies

benefited

from

investor

enthusiasm

for

artificial

intelligence

developments

and

produced

some

of

the

strongest

results

in

the

equity

market.

Within

the

S&P

500

Index,

the

communication

services

and

information

technology

sectors

were

lifted

by

the

rally

in

tech-related

companies

and

recorded

significant

gains.

The

financials

sector

partly

recovered

from

the

failure

of

three

large

regional

banks

during

the

period

but

still

finished

in

negative

territory.

Corporate

fundamentals

were

broadly

supportive.

Although

year-over-year

earnings

growth

contracted

in

the

first

and

second

quarters

of

2023,

results

were

better

than

expected,

and

preliminary

estimates

pointed

to

a

resumption

of

growth

in

the

third

quarter.

The

U.S.

economy

was

the

strongest

among

the

major

markets

during

the

period,

with

gross

domestic

product

growth

coming

in

at

4.9%

in

the

third

quarter’s

initial

estimate,

the

highest

since

the

end

of

2021.

Growth

in

Europe

and

Japan

was

more

sluggish,

and

China’s

economy

was

beset

by

worries

about

its

property

sector

after

an

initial

boost

from

its

decision

at

the

end

of

2022

to

lift

most

of

its

pandemic-related

restrictions.

A

protracted

debt

ceiling

standoff

in

the

U.S.,

the

ongoing

conflict

between

Ukraine

and

Russia,

and

the

outbreak

of

war

in

the

Middle

East

following

the

attack

on

Israel

by

Hamas

produced

headwinds

for

markets

at

various

times.

Investors

also

remained

focused

on

inflation

as

price

increases

moderated

but

remained

well

above

the

Federal

Reserve’s

2%

target.

In

response,

the

Fed

continued

to

raise

its

short-term

lending

benchmark

rate,

lifting

it

to

a

target

range

of

5.25%

to

5.50%

by

the

end

of

July,

the

highest

level

since

March

2001.

T.

ROWE

PRICE

Overseas

Stock

Fund

2

U.S.

Treasury

yields

increased

as

the

Fed

tightened

monetary

policy

and

investors

priced

in

the

possibility

that

the

central

bank

may

have

to

keep

rates

higher

for

longer

than

previously

anticipated.

In

addition,

Treasuries

were

pressured

by

Fitch

Ratings’

decision

to

downgrade

the

credit

rating

of

U.S.

government

debt

from

the

highest

level,

AAA,

to

AA+

along

with

expectations

for

higher

levels

of

borrowing

by

the

Treasury

Department.

The

yield

on

the

benchmark

10-year

Treasury

note

briefly

reached

5.00%

in

October

for

the

first

time

since

late

2007

before

falling

back

to

4.88%

by

period-end.

Increasing

yields

over

the

past

six

months

led

to

weak

results

across

most

of

the

fixed

income

market,

although

high

yield

bonds,

which

are

less

sensitive

to

rising

rates,

held

up

relatively

well

as

default

rates

remained

low

by

historical

standards.

Global

economies

and

markets

showed

surprising

resilience

in

2023,

but

considerable

uncertainty

remains

as

we

look

ahead

to

2024.

Geopolitical

events,

the

path

of

monetary

policy,

and

the

impact

of

the

Fed’s

rate

hikes

on

the

economy

all

raise

the

potential

for

additional

volatility.

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

have

the

potential

to 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

Overseas

Stock

Fund

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

fund

seeks

long-term

growth

of

capital

through

investments

in

the

common

stocks

of

non-U.S.

companies.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

The

Overseas

Stock

Fund

returned

11.93%

in

the

12

months

ended

October

31,

2023.

The

fund

underperformed

the

MSCI

EAFE

Index

Net,

which

returned

14.40%.

(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?

Materials

stocks

were

a

modest

allocation

in

your

fund

but

detracted

the

most

from

relative

returns

over

our

fiscal

year.

IGO,

an

Australian

miner

focused

on

producing

“clean

energy”

metals

nickel

and

lithium,

drove

underperformance

in

the

materials

sector.

IGO

shares

lost

almost

a

third

of

their

value

following

operational

setbacks

in

its

nickel

operations

and

falling

prices

for

lithium—a

key

material

used

in

electric

vehicle

batteries—as

demand

from

China

weakened.

(Please

refer

to

the

portfolio

of

investments

for

a

complete

list

of

holdings

and

the

amount

each

represents

in

the

portfolio.)

The

industrials

and

business

services

and

health

care

sectors

added

value

overall

thanks

to

positive

stock

selection,

though

each

contained

significant

detractors

to

performance,

too.

One

such

example

is

French

business

process

outsourcing

company

Teleperformance,

where

slowing

revenue

growth

following

a

pandemic-driven

boom

caused

management

to

twice

cut

full-year

revenue

guidance.

The

disappointing

subsequent

performance

was

exacerbated

by

concerns

that

artificial

intelligence

will

be

a

disruptive

threat

to

its

business

of

providing

content

moderation

and

customer

service

to

companies

like

TikTok

and

Apple.

In

health

care,

our

position

in

Novo

Nordisk

proved

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

10/31/23

6

Months

12

Months

Overseas

Stock

Fund

–

.

-7.15‌%

11.93‌%

Overseas

Stock

Fund–

.

Advisor  Class

-7.21‌

11.59‌

Overseas

Stock

Fund–

.

I  Class

-7.07‌

12.08‌

Overseas

Stock

Fund–

.

Z  Class

-6.79‌

12.73‌

MSCI

EAFE

Index

Net

-7.88‌

14.40‌

Lipper

International

Large-

Cap

Core

Funds

Average

-7.82‌

13.65‌

T.

ROWE

PRICE

Overseas

Stock

Fund

4

detrimental

to

relative

performance

as

the

company’s

diabetes

and

weight-

loss

drugs,

Ozempic

and

Wegovy,

beat

expectations.

While

our

Novo

Nordisk

holding,

purchased

partway

through

the

year,

helped

performance

in

absolute

terms,

our

underweight

position

made

it

one

of

the

fund’s

top

detractors

on

a

relative

basis.

Turning

to

contributors,

information

technology

(IT)

added

the

most

to

relative

performance

mostly

due

to

favorable

stock

selection.

Within

the

sector,

Taiwan

Semiconductor

Manufacturing

Company

(TSMC)

ranked

among

the

top

contributors,

helped

by

the

expectation

that

it

would

be

a

key

player

in

the

race

to

develop

next-generation

artificial

intelligence.

TSMC

is

the

world

leader

in

producing

ever-smaller,

more

efficient

chips

used

in

countless

products

and

applications,

and

we

regard

the

company

as

one

of

the

most

strategically

important

assets

in

the

global

chip

industry.

In

financials,

Munich

Re

added

value

as

the

German

reinsurer

benefited

from

a

favorable

pricing

environment

and

outperformed

peers

while

maintaining

its

underwriting

standards

and

conservative

management.

In

the

industrials

sector,

our

holding

in

Melrose

Industries

was

a

strong

contributor,

in

absolute

and

relative

terms,

following

a

series

of

better-than-expected

results.

Melrose

has

a

strong

track

record

of

improving

underperforming

businesses,

though

it

is

now

more

narrowly

focused

on

supplying

the

aerospace

industry

with

critical

components.

How

is

the

fund

positioned?

The

Overseas

Stock

Fund

owns

stocks

where

our

analyst

team’s

rigorous,

fundamental

research

highlights

particularly

attractive

combinations

of

business

fundamentals

and

valuation.

Sector

weights

follow

primarily

from

that

bottom-up

stock

selection

but

are

also

informed

by

broader

views.

At

the

end

of

our

fiscal

year,

IT

was

the

most

overweight

sector

versus

the

benchmark

due

to

our

sizable

positions

in

semiconductor

names.

Our

focus

is

not

just

on

chipmakers

but

also

on

the

companies

that

make

the

specialist

equipment

needed

to

produce

semiconductors—effectively,

the

picks

and

shovels

of

the

manufacturing

process.

Given

the

ever-growing

number

of

products

that

utilize

digital

content,

we

believe

that

major

investment

in

new

technology

will

continue

over

time,

resulting

in

sustained

demand

for

more

advanced

chips,

and

by

extension,

the

equipment

needed

to

make

them.

TSMC

and

Dutch

semiconductor

manufacturing

equipment

maker

ASML

make

up

a

large

part

of

our

holdings,

alongside

Samsung

Electronics,

the

world’s

largest

maker

of

digital

memory

that

also

has

an

advanced

logic

chip

foundry

business

like

TSMC’s.

T.

ROWE

PRICE

Overseas

Stock

Fund

5

Financials

was

the

second-largest

overweight

sector

against

the

benchmark

and

the

largest

sector

in

absolute

terms.

Our

largest

holdings

have

included

Munich

Re,

Dutch

bank

ING

Groep,

and

Norwegian

bank

DNB.

Over

the

past

year,

several

European

countries

introduced

a

windfall

tax

on

banks,

an

unwelcome

development

for

our

capital

return

thesis.

Nevertheless,

we

believe

that

our

financial

investments

offer

attractive,

idiosyncratic

opportunities

at

compelling

absolute

and

relative

valuations.

In

recent

months,

our

largest

trades

within

the

sector

focused

on

insurance

names

as

we

sought

to

upgrade

the

quality

of

our

holdings.

We

eliminated

our

position

in

Canadian

insurer

Manulife

as

we

revised

our

expectations

of

their

investment

portfolio

returns

and

were

disappointed

by

the

performance

of

its

Asian

operations.

We

also

eliminated

our

holding

in

PICC

Property

and

Casualty,

a

leading

insurer

in

China,

partly

on

worsening

auto

claims

trends.

In

their

place,

we

added

to

our

position

in

AIA

Group,

a

high-quality,

Asia-focused

insurer

and

one

of

the

region’s

preeminent

financial

companies.

Health

care

accounted

for

a

sizable

allocation

in

absolute

terms

and

a

modest

overweight.

Our

largest

purchase

in

our

fiscal

year’s

second

half

was

buying

Novo

Nordisk,

maker

of

the

blockbuster

glucagon-like

peptide-1

diabetes

and

weight-loss

drugs

Ozempic

and

Wegovy.

Industrials

and

business

services

was

the

fund’s

most

underweight

sector

at

period-

end.

While

industrials

overall

appear

relatively

expensive

given

the

macroeconomic

backdrop,

the

seemingly

unjustified

premium

of

some

industrials

stocks

has

started

to

crack,

in

our

view.

Our

largest

trade

in

the

sector

in

the

past

six

months

was

initiating

a

position

in

Sandvik,

a

Swedish

engineering

company.

Sandvik

is

a

leading

player

in

upstream

mining

equipment,

which

is

a

concentrated

market

with

high

barriers

to

entry.

Sandvik’s

business

mix

is

improving

toward

more

efficient,

automated,

and

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

4/30/23

10/31/23

Financials

20.4‌%

20.9‌%

Health

Care

13.0‌

13.4‌

Industrials

and

Business

Services

12.5‌

12.6‌

Information

Technology

11.0‌

11.4‌

Consumer

Discretionary

11.1‌

10.9‌

Consumer

Staples

9.9‌

9.3‌

Materials

7.5‌

6.9‌

Energy

3.4‌

4.2‌

Communication

Services

4.4‌

4.1‌

Utilities

2.4‌

2.5‌

Real

Estate

1.4‌

1.5‌

Other

and

Reserves

3.0‌

2.3‌

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

Overseas

Stock

Fund

6

environmentally

friendly

electrified

mining

equipment.

More

broadly,

elevated

commodity

prices

and

a

rising

demand

for

metals

to

enable

the

transition

to

sustainable

energy

should

encourage

mining

companies

to

increase

capital

spending.

What

is

portfolio

management’s

outlook?

The

investment

landscape

remains

clouded

by

the

continuation

of

a

highly

uncertain

macroeconomic

and

geopolitical

picture.

Inflation,

however,

appears

to

have

abated,

and

consequently,

the

U.S.

Federal

Reserve,

the

European

Central

Bank,

and

the

Bank

of

England

may

be

nearing

the

end

of

the

monetary

tightening

cycle.

That

said,

the

tightness

of

labor

markets

suggests

that

central

banks

will

accept

a

higher

level

of

inflation

for

a

period,

as

getting

back

to

the

2%

target

too

quickly

might

be

a

Pyrrhic

victory.

As

we

move

into

2024,

the

U.S.

presidential

election

and

a

general

election

in

the

UK

add

to

the

potential

uncertainty

around

government

and

central

bank

policies.

Continental

Europe

has

fared

better

than

the

UK

in

sidestepping

fears

over

wage-price

spirals,

though

some

European

countries

have

automatic

wage

indexation,

so

the

pendulum

continues

to

swing

from

capital

to

labor

with

associated

pressures

on

corporate

profit

margins.

The

all-important

automotive

sector

for

German

industry

faces

stiff

competition

in

the

secular

shift

to

electric

vehicles,

where

Chinese

alternatives

are

generally

superior

and

at

lower

cost.

Both

European

and

Japanese

exporters

have

enjoyed

a

tailwind

to

competitiveness

through

currency

weakness

in

recent

years,

so

we

are

mindful

of

a

partial

retracement

of

that

benefit,

particularly

in

light

of

increasing

signals

that

Japanese

interest

rates

may

not

be

as

tightly

controlled

going

forward

as

has

been

the

case.

More

broadly

in

Japan,

we

are

encouraged

by

the

impetus

for

improvements

in

corporate

governance

and

capital

allocation.

China

faces

myriad

cyclical

and

structural

issues,

and

the

normalization

following

the

post-pandemic

reopening

has

seen

slow

progress.

Tackling

high

levels

of

debt,

notably

in

the

troubled

property

sector,

will

likely

take

several

years

to

resolve.

These

issues

will

likely

manifest

through

structurally

lower

levels

of

economic

growth.

China’s

anticorruption

and

security

drives

create

considerable

uncertainty

for

both

foreign

and

domestic

companies

but

also

facilitate

China’s

favoring

of

domestic

suppliers.

Meanwhile,

companies

have

sought

to

strengthen

their

supply

chain

resilience

with

“China+1”

initiatives.

As

the

“trade

war”

has

morphed

into

a

“tech

war,”

we’ve

seen

U.S.

technology

export

restrictions

placed

on

China,

which

is

helpful

for

our

holdings

in

semiconductor

stocks,

where

cyclical

weakness

is

currently

overshadowing

the

T.

ROWE

PRICE

Overseas

Stock

Fund

7

strong

long-term

fundamentals

that

we

see.

The

disruptive

impact

of

generative

artificial

intelligence

is

still

in

its

infancy

for

real-world

use

cases,

but

we’ve

already

seen

stock

prices

react

in

some

sectors

and

quite

dramatically

in

pockets.

The

same

can

be

said

of

revolutionary

weight-loss

drugs.

International

stocks

are

available

at

reasonable

valuations

in

large

swathes

of

the

market,

notwithstanding

the

potential

for

an

economic

downturn

at

some

point,

as

indicated

by

the

ominous

meaningful

inversion

of

yield

curves.

Though

the

timing

and

severity

of

any

cyclical

downturn

is

difficult

to

accurately

and

consistently

pinpoint,

we

remain

vigilant

in

our

pursuit

of

attractive

investment

opportunities.

As

ever,

we

continue

to

seek

favorable

combinations

of

business

fundamentals

and

valuations

through

our

consistently

applied,

disciplined,

and

diligent

process,

aided

by

the

insights

of

our

global

research

platform.

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

Overseas

Stock

Fund

8

Principal

Risks

International

investing.

Investing

in

the

securities

of

non-U.S.

issuers

involves

special

risks

not

typically

associated

with

investing

in

U.S.

issuers.

Non-

U.S.

securities

tend

to

be

more

volatile

and

have

lower

overall

liquidity

than

investments

in

U.S.

securities

and

may

lose

value

because

of

adverse

local,

political,

social,

or

economic

developments

overseas

or

due

to

changes

in

the

exchange

rates

between

foreign

currencies

and

the

U.S.

dollar.

In

addition,

investments

outside

the

U.S.

are

subject

to

settlement

practices

and

regulatory

and

financial

reporting

standards

that

differ

from

those

of

the

U.S.

The

risks

of

investing

outside

the

U.S.

are

heightened

for

any

investments

in

emerging

markets,

which

are

susceptible

to

greater

volatility

than

investments

in

developed

markets.

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

Overseas

Stock

Fund

9

BENCHMARK

INFORMATION

Note:

Portions

of

the

mutual

fund

information

contained

in

this

report

was

supplied

by

Lipper,

a

Refinitiv

Company,

subject

to

the

following:

Copyright

2023

©

Refinitiv.

All

rights

reserved.

Any

copying,

republication

or

redistribution

of

Lipper

content

is

expressly

prohibited

without

the

prior

written

consent

of

Lipper.

Lipper

shall

not

be

liable

for

any

errors

or

delays

in

the

content,

or

for

any

actions

taken

in

reliance

thereon.

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

Overseas

Stock

Fund

10

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

10/31/23

Nestle,

Switzerland

2.8‌%

Siemens,

Germany

2.0‌ 

Taiwan

Semiconductor

Manufacturing,

Taiwan

1.8‌ 

TotalEnergies,

France

1.7‌ 

Munich

Re,

Germany

1.7‌ 

Unilever,

United

Kingdom

1.7‌

ASML

Holding,

Netherlands

1.6‌

Nippon

Telegraph

&

Telephone,

Japan

1.6‌

Sanofi,

France

1.5‌

Equinor,

Norway

1.5‌

Novartis,

Switzerland

1.5‌

AXA,

France

1.5‌

Roche

Holding,

Switzerland

1.4‌

AstraZeneca,

United

Kingdom

1.4‌

Novo

Nordisk,

Denmark

1.3‌

Toyota

Motor,

Japan

1.3‌

Broadcom,

United

States

1.2‌

Engie,

France

1.2‌

ING

Groep,

Netherlands

1.2‌

BHP

Group,

Australia

1.2‌

SAP,

Germany

1.1‌

Samsung

Electronics,

South

Korea

1.1‌

DNB

Bank,

Norway

1.1‌

Compass

Group,

United

Kingdom

1.0‌

Zurich

Insurance

Group,

Switzerland

1.0‌

Total

36.4‌%

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

Overseas

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.

OVERSEAS

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

on

the

next

page. 

T.

ROWE

PRICE

Overseas

Stock

Fund

12

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

10/31/23

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

Overseas

Stock

Fund

–

.

11.93‌%

4.18‌%

3.26‌%

–‌

–

Overseas

Stock

Fund–

.

Advisor  Class

11.59‌

3.89‌

–‌

3.85‌%

8/28/15

Overseas

Stock

Fund–

.

I  Class

12.08‌

4.32‌

–‌

4.29‌

8/28/15

Overseas

Stock

Fund–

.

Z  Class

12.73‌

–‌

–‌

13.99‌

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

Overseas

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.

Overseas

Stock

Fund

0.80‌%

Overseas

Stock

Fund–Advisor

Class

1.04‌ 

Overseas

Stock

Fund–I

Class

0.67‌ 

Overseas

Stock

Fund–Z

Class

0.66‌ 

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

Overseas

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.

OVERSEAS

STOCK

FUND

Beginning

Account

Value

5/1/23

Ending

Account

Value

10/31/23

Expenses

Paid

During

Period*

5/1/23

to

10/31/23

Investor

Class

Actual

$1,000.00

$928.50

$3.79

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.27

  3.97

Advisor

Class

Actual

  1,000.00

  927.90

  5.25

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.76

  5.50

I

Class

Actual

  1,000.00

  929.30

  3.26

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.83

  3.41

Z

Class

Actual

  1,000.00

  932.10

  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

0.78%,

the

2

Advisor Class

was

1.08%,

the

3

I Class

was

0.67%,

and

the

4

Z Class

was

0.00%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Overseas

Stock

Fund

15

QUARTER-END

RETURNS

Periods

Ended

9/30/23

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

Overseas

Stock

Fund

–

.

23.71‌%

3.11‌%

4.06‌%

–‌

–

Overseas

Stock

Fund–

.

Advisor  Class

23.19‌ 

2.80‌ 

–‌

4.39‌%

8/28/15

Overseas

Stock

Fund–

.

I  Class

23.76‌ 

3.23‌ 

–‌

4.83‌ 

8/28/15

Overseas

Stock

Fund–

.

Z  Class

24.63‌ 

–‌

–‌

15.59‌ 

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

their

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

Overseas

Stock

Fund

Financial

Highlights

16

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

10/31/23

10/31/22

10/31/21

10/31/20

10/31/19

NET

ASSET

VALUE

Beginning

of

period

$

10.21‌

$

13.46‌

$

10.07‌

$

10.87‌

$

10.16‌

Investment

activities

Net

investment

income

(1)(2)

0.29‌

0.27‌

0.24‌

0.16‌

0.26‌

Net

realized

and

unrealized

gain/

loss

0.93‌

(3.27‌)

3.32‌

(0.72‌)

0.76‌

Total

from

investment

activities

1.22‌

(3.00‌)

3.56‌

(0.56‌)

1.02‌

Distributions

Net

investment

income

(0.25‌)

(0.25‌)

(0.17‌)

(0.24‌)

(0.21‌)

Net

realized

gain

(0.01‌)

—‌

—‌

—‌

(0.10‌)

Total

distributions

(0.26‌)

(0.25‌)

(0.17‌)

(0.24‌)

(0.31‌)

NET

ASSET

VALUE

End

of

period

$

11.17‌

$

10.21‌

$

13.46‌

$

10.07‌

$

10.87‌

Ratios/Supplemental

Data

Total

return

(2)(3)

11.93‌%

(22.69‌)%

35.58‌%

(5.37‌)%

10.52‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.78‌%

0.80‌%

0.77‌%

0.80‌%

0.81‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.78‌%

0.80‌%

0.77‌%

0.80‌%

0.81‌%

Net

investment

income

2.47‌%

2.26‌%

1.90‌%

1.57‌%

2.53‌%

Portfolio

turnover

rate

7.1‌%

5.0‌%

12.6‌%

13.4‌%

18.2‌%

Net

assets,

end

of

period

(in

millions)

$5,969

$4,556

$6,693

$4,171

$10,787

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

Overseas

Stock

Fund

Financial

Highlights

17

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Advisor

Class

..

Year

..

..

Ended

.

10/31/23

10/31/22

10/31/21

10/31/20

10/31/19

NET

ASSET

VALUE

Beginning

of

period

$

10.24‌

$

13.28‌

$

9.94‌

$

10.74‌

$

10.05‌

Investment

activities

Net

investment

income

(1)(2)

0.26‌

0.16‌

0.16‌

0.15‌

0.20‌

Net

realized

and

unrealized

gain/

loss

0.93‌

(3.20‌)

3.31‌

(0.72‌)

0.78‌

Total

from

investment

activities

1.19‌

(3.04‌)

3.47‌

(0.57‌)

0.98‌

Distributions

Net

investment

income

(0.22‌)

—‌

(0.13‌)

(0.23‌)

(0.19‌)

Net

realized

gain

(0.01‌)

—‌

—‌

—‌

(0.10‌)

Total

distributions

(0.23‌)

—‌

(0.13‌)

(0.23‌)

(0.29‌)

NET

ASSET

VALUE

End

of

period

$

11.20‌

$

10.24‌

$

13.28‌

$

9.94‌

$

10.74‌

Ratios/Supplemental

Data

Total

return

(2)(3)

11.59‌%

(22.89‌)%

35.08‌%

(5.52‌)%

10.20‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.07‌%

1.04‌%

1.05‌%

1.07‌%

1.08‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.07‌%

1.04‌%

1.05‌%

1.07‌%

1.08‌%

Net

investment

income

2.20‌%

1.57‌%

1.24‌%

1.48‌%

1.95‌%

Portfolio

turnover

rate

7.1‌%

5.0‌%

12.6‌%

13.4‌%

18.2‌%

Net

assets,

end

of

period

(in

thousands)

$420,377

$412,647

$11,204

$53,263

$48,040

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

Overseas

Stock

Fund

Financial

Highlights

18

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

10/31/23

10/31/22

10/31/21

10/31/20

10/31/19

NET

ASSET

VALUE

Beginning

of

period

$

10.22‌

$

13.45‌

$

10.08‌

$

10.86‌

$

10.15‌

Investment

activities

Net

investment

income

(1)(2)

0.31‌

0.29‌

0.26‌

0.17‌

0.28‌

Net

realized

and

unrealized

gain/

loss

0.93‌

(3.27‌)

3.31‌

(0.71‌)

0.75‌

Total

from

investment

activities

1.24‌

(2.98‌)

3.57‌

(0.54‌)

1.03‌

Distributions

Net

investment

income

(0.27‌)

(0.25‌)

(0.20‌)

(0.24‌)

(0.22‌)

Net

realized

gain

(0.01‌)

—‌

—‌

—‌

(0.10‌)

Total

distributions

(0.28‌)

(0.25‌)

(0.20‌)

(0.24‌)

(0.32‌)

NET

ASSET

VALUE

End

of

period

$

11.18‌

$

10.22‌

$

13.45‌

$

10.08‌

$

10.86‌

Ratios/Supplemental

Data

Total

return

(2)(3)

12.08‌%

(22.55‌)%

35.69‌%

(5.18‌)%

10.65‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.67‌%

0.67‌%

0.66‌%

0.66‌%

0.66‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.67‌%

0.67‌%

0.66‌%

0.66‌%

0.66‌%

Net

investment

income

2.61‌%

2.48‌%

2.00‌%

1.70‌%

2.72‌%

Portfolio

turnover

rate

7.1‌%

5.0‌%

12.6‌%

13.4‌%

18.2‌%

Net

assets,

end

of

period

(in

millions)

$5,257

$4,162

$5,047

$3,359

$6,443

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

Overseas

Stock

Fund

Financial

Highlights

19

For

a

share

outstanding

throughout

each

period

Z

Class

(1)

..

Year

..

..

Ended

.

3/16/20

(1)

Through

10/31/20

10/31/23

10/31/22

10/31/21

NET

ASSET

VALUE

Beginning

of

period

$

10.31‌

$

13.55‌

$

10.12‌

$

7.56‌

Investment

activities

Net

investment

income

(2)(3)

0.39‌

0.37‌

0.34‌

0.17‌

Net

realized

and

unrealized

gain/loss

0.93‌

(3.28‌)

3.33‌

2.39‌

(4)

Total

from

investment

activities

1.32‌

(2.91‌)

3.67‌

2.56‌

Distributions

Net

investment

income

(0.36‌)

(0.33‌)

(0.24‌)

—‌

Net

realized

gain

(0.01‌)

—‌

—‌

—‌

Total

distributions

(0.37‌)

(0.33‌)

(0.24‌)

—‌

NET

ASSET

VALUE

End

of

period

$

11.26‌

$

10.31‌

$

13.55‌

$

10.12‌

T.

ROWE

PRICE

Overseas

Stock

Fund

Financial

Highlights

20

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

10/31/23

10/31/22

10/31/21

Ratios/Supplemental

Data

Total

return

(3)(5)

12.73‌%

(21.99‌)%

36.60‌%

33.86‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.66‌%

0.66‌%

0.65‌%

0.66‌%

(6)

Net

expenses

after

waivers/payments

by

Price

Associates

0.00‌%

0.00‌%

0.00‌%

0.00‌%

(6)

Net

investment

income

3.28‌%

3.09‌%

2.66‌%

2.73‌%

(6)

Portfolio

turnover

rate

7.1‌%

5.0‌%

12.6‌%

13.4‌%

Net

assets,

end

of

period

(in

millions)

$9,294

$9,029

$11,078

$9,009

0‌%

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

Overseas

Stock

Fund

October

31,

2023

21

Portfolio

of

Investments

‡

Shares

$

Value

(

Cost

and

value

in

$000s)

‡

AUSTRALIA

4.3%

Common

Stocks

4.3%

ANZ

Group

Holdings 

5,613,847‌

88,525‌

BHP

Group 

3,464,214‌

98,063‌

BHP

Group

(GBP) 

4,867,482‌

138,406‌

Challenger 

9,317,739‌

34,743‌

IGO 

12,614,351‌

76,385‌

Macquarie

Group 

913,585‌

93,907‌

Pilbara

Minerals 

41,403,829‌

97,257‌

Scentre

Group 

58,698,054‌

90,935‌

South32 

32,330,524‌

69,167‌

Worley 

11,543,656‌

120,671‌

Total

Australia

(Cost

$910,989

)

908,059‌

AUSTRIA

0.3%

Common

Stocks

0.3%

Erste

Group

Bank 

1,615,201‌

57,839‌

Total

Austria

(Cost

$44,485

)

57,839‌

BELGIUM

0.4%

Common

Stocks

0.4%

Umicore 

3,234,943‌

76,969‌

Total

Belgium

(Cost

$102,177

)

76,969‌

BRAZIL

0.2%

Common

Stocks

0.2%

XP,

Class

A

(USD) 

2,381,007‌

47,620‌

Total

Brazil

(Cost

$74,587

)

47,620‌

CANADA

3.7%

Common

Stocks

3.7%

Brookfield 

3,389,400‌

98,743‌

Definity

Financial 

1,968,621‌

54,427‌

Element

Fleet

Management 

12,179,943‌

164,771‌

Magna

International

(USD)  (1)

2,565,383‌

123,369‌

National

Bank

of

Canada 

2,925,885‌

181,914‌

T.

ROWE

PRICE

Overseas

Stock

Fund

22

Shares

$

Value

(Cost

and

value

in

$000s)

Sun

Life

Financial 

3,332,705‌

152,222‌

Total

Canada

(Cost

$631,870

)

775,446‌

CHILE

0.5%

Common

Stocks

0.5%

Antofagasta

(GBP) 

6,553,841‌

107,165‌

Total

Chile

(Cost

$79,422

)

107,165‌

CHINA

0.7%

Common

Stocks

0.7%

Alibaba

Group

Holding,

ADR

(USD)  (2)

474,438‌

39,160‌

Beijing

Enterprises

Holdings

(HKD) 

11,061,000‌

36,854‌

Ping

An

Insurance

Group,

Class

H

(HKD) 

6,995,000‌

35,482‌

Tencent

Holdings

(HKD) 

1,066,000‌

39,451‌

Total

China

(Cost

$151,860

)

150,947‌

DENMARK

1.6%

Common

Stocks

1.6%

Genmab  (2)

226,596‌

64,055‌

Novo

Nordisk,

Class

B 

2,838,926‌

273,889‌

Total

Denmark

(Cost

$308,710

)

337,944‌

FINLAND

1.4%

Common

Stocks

1.4%

Mandatum  (2)

4,200,864‌

16,233‌

Sampo,

Class

A 

4,200,864‌

165,215‌

Stora

Enso,

Class

R 

8,605,168‌

103,420‌

Total

Finland

(Cost

$281,672

)

284,868‌

FRANCE

11.2%

Common

Stocks

11.2%

Air

Liquide 

1,086,469‌

186,169‌

AXA 

10,414,234‌

308,578‌

BNP

Paribas 

2,305,688‌

132,586‌

Engie 

16,109,180‌

256,215‌

EssilorLuxottica 

702,897‌

127,283‌

Kering 

242,208‌

98,506‌

L'Oreal 

451,512‌

189,784‌

T.

ROWE

PRICE

Overseas

Stock

Fund

23

Shares

$

Value

(Cost

and

value

in

$000s)

Legrand 

1,777,669‌

153,780‌

Safran 

1,003,463‌

156,761‌

Sanofi 

3,543,907‌

321,809‌

Teleperformance 

506,456‌

58,264‌

TotalEnergies 

5,467,675‌

365,555‌

Total

France

(Cost

$2,026,106

)

2,355,290‌

GERMANY

9.0%

Common

Stocks

8.5%

BASF 

2,098,915‌

96,985‌

Bayer 

2,981,586‌

128,830‌

Covestro  (2)

2,169,857‌

109,930‌

Evotec  (2)

2,296,122‌

39,700‌

Fresenius 

3,814,995‌

98,134‌

KION

Group 

1,859,079‌

57,040‌

Munich

Re 

908,166‌

364,454‌

SAP 

1,758,395‌

235,858‌

Siemens 

3,225,616‌

428,036‌

Siemens

Healthineers 

3,441,906‌

169,331‌

Zalando  (2)

2,011,303‌

47,045‌

1,775,343‌

Preferred

Stocks

0.5%

Dr.

Ing.

h.c.

F.

Porsche 

1,284,341‌

112,566‌

112,566‌

Total

Germany

(Cost

$2,112,060

)

1,887,909‌

HONG

KONG

1.1%

Common

Stocks

1.1%

AIA

Group 

19,055,800‌

165,477‌

Samsonite

International  (2)

21,404,700‌

66,293‌

Total

Hong

Kong

(Cost

$210,605

)

231,770‌

INDIA

0.6%

Common

Stocks

0.6%

HDFC

Bank 

6,811,549‌

120,745‌

Total

India

(Cost

$136,281

)

120,745‌

T.

ROWE

PRICE

Overseas

Stock

Fund

24

Shares

$

Value

(Cost

and

value

in

$000s)

IRELAND

0.4%

Common

Stocks

0.4%

DCC

(GBP) 

1,550,665‌

86,146‌

Total

Ireland

(Cost

$93,715

)

86,146‌

ITALY

1.6%

Common

Stocks

1.6%

Intesa

Sanpaolo 

31,243,668‌

81,414‌

Moncler 

2,101,703‌

109,157‌

Prysmian 

3,783,170‌

141,668‌

Total

Italy

(Cost

$247,490

)

332,239‌

JAPAN

19.3%

Common

Stocks

19.3%

Asahi

Kasei 

10,904,100‌

67,036‌

Astellas

Pharma 

15,524,200‌

196,379‌

Central

Japan

Railway 

3,025,500‌

68,099‌

CyberAgent 

10,536,400‌

55,310‌

Denso 

8,880,400‌

131,131‌

Electric

Power

Development 

4,231,600‌

64,873‌

Hamamatsu

Photonics 

2,019,400‌

75,007‌

Honda

Motor 

5,171,400‌

53,000‌

Kirin

Holdings  (1)

4,317,200‌

60,671‌

LY 

21,026,000‌

53,606‌

Mitsubishi 

2,565,800‌

119,606‌

Mitsubishi

Electric 

13,921,300‌

159,629‌

Mitsubishi

HC

Capital 

10,404,500‌

68,589‌

Mitsubishi

UFJ

Financial

Group 

18,747,100‌

157,272‌

Mitsui

Fudosan 

7,863,500‌

170,440‌

Murata

Manufacturing 

6,434,400‌

110,217‌

Nippon

Telegraph

&

Telephone 

284,928,400‌

335,297‌

NTT

Data

Group 

14,694,000‌

181,176‌

Omron 

1,282,000‌

45,931‌

Otsuka

Holdings 

2,676,900‌

90,067‌

Panasonic 

11,244,100‌

98,650‌

Recruit

Holdings 

3,596,700‌

103,127‌

Renesas

Electronics  (2)

5,490,600‌

72,122‌

Seven

&

i

Holdings 

4,410,200‌

161,584‌

SMC 

112,900‌

52,133‌

Sony

Group 

2,250,300‌

187,087‌

T.

ROWE

PRICE

Overseas

Stock

Fund

25

Shares

$

Value

(Cost

and

value

in

$000s)

Stanley

Electric 

2,898,900‌

46,367‌

Sumitomo 

6,812,700‌

133,922‌

Sumitomo

Mitsui

Trust

Holdings 

1,630,567‌

61,141‌

Suzuki

Motor 

2,479,200‌

96,223‌

TechnoPro

Holdings 

4,113,100‌

81,484‌

THK 

2,829,400‌

50,566‌

Tokio

Marine

Holdings 

8,024,800‌

179,533‌

Tokyo

Electron 

1,026,300‌

135,613‌

Tosoh 

1,006,300‌

12,321‌

Toyota

Motor 

15,103,900‌

264,224‌

Welcia

Holdings 

1,916,500‌

31,768‌

Total

Japan

(Cost

$3,639,537

)

4,031,201‌

NETHERLANDS

4.8%

Common

Stocks

4.8%

Adyen  (2)

35,885‌

24,204‌

Akzo

Nobel 

1,615,061‌

108,346‌

ASML

Holding 

564,033‌

339,052‌

Heineken 

1,898,573‌

170,574‌

ING

Groep 

19,566,425‌

250,852‌

Koninklijke

Philips  (2)

5,991,671‌

113,976‌

Total

Netherlands

(Cost

$930,481

)

1,007,004‌

NORWAY

3.2%

Common

Stocks

3.2%

DNB

Bank 

12,478,361‌

225,133‌

Equinor 

9,444,559‌

316,612‌

Storebrand 

14,393,748‌

120,201‌

Total

Norway

(Cost

$502,347

)

661,946‌

SINGAPORE

1.8%

Common

Stocks

1.8%

DBS

Group

Holdings 

4,361,600‌

104,780‌

United

Overseas

Bank 

7,957,800‌

156,965‌

Wilmar

International 

48,214,200‌

125,347‌

Total

Singapore

(Cost

$352,400

)

387,092‌

SOUTH

KOREA

1.8%

Common

Stocks

1.8%

KT 

3,601,255‌

87,122‌

T.

ROWE

PRICE

Overseas

Stock

Fund

26

Shares

$

Value

(Cost

and

value

in

$000s)

NAVER 

456,097‌

63,764‌

Samsung

Electronics 

4,701,267‌

234,005‌

Total

South

Korea

(Cost

$283,531

)

384,891‌

SPAIN

0.5%

Common

Stocks

0.5%

Amadeus

IT

Group,

Class

A 

1,678,592‌

95,802‌

Total

Spain

(Cost

$89,598

)

95,802‌

SWEDEN

2.6%

Common

Stocks

2.6%

Autoliv,

SDR 

1,332,820‌

123,091‌

Elekta,

Class

B 

10,150,527‌

69,143‌

Sandvik 

6,356,867‌

108,277‌

Svenska

Handelsbanken,

Class

A 

16,007,253‌

136,473‌

Telefonaktiebolaget

LM

Ericsson,

Class

B 

23,944,180‌

107,263‌

Total

Sweden

(Cost

$719,764

)

544,247‌

SWITZERLAND

9.1%

Common

Stocks

9.1%

ABB 

5,949,808‌

199,900‌

Alcon 

1,159,300‌

82,978‌

Barry

Callebaut 

54,203‌

82,183‌

Julius

Baer

Group 

1,899,102‌

112,544‌

Nestle 

5,483,010‌

591,281‌

Novartis 

3,310,794‌

309,955‌

Roche

Holding 

1,163,160‌

299,758‌

Sandoz

Group  (2)

662,158‌

17,215‌

Zurich

Insurance

Group 

432,769‌

205,562‌

Total

Switzerland

(Cost

$1,598,854

)

1,901,376‌

TAIWAN

1.9%

Common

Stocks

1.9%

Largan

Precision 

519,000‌

33,240‌

Taiwan

Semiconductor

Manufacturing 

22,644,089‌

369,835‌

Total

Taiwan

(Cost

$172,032

)

403,075‌

T.

ROWE

PRICE

Overseas

Stock

Fund

27

Shares

$

Value

(Cost

and

value

in

$000s)

UNITED

KINGDOM

13.5%

Common

Stocks

13.5%

Amcor,

CDI

(AUD) 

4,169,622‌

36,790‌

Ashtead

Group 

2,262,221‌

129,744‌

AstraZeneca,

ADR

(USD)  (1)

4,643,300‌

293,596‌

Bridgepoint

Group 

18,179,377‌

40,217‌

Bunzl 

2,734,061‌

97,541‌

Compass

Group 

8,655,298‌

218,212‌

Diageo 

4,770,926‌

180,417‌

Dowlais

Group 

29,092,878‌

35,420‌

Dr.

Martens 

12,624,278‌

17,899‌

Great

Portland

Estates 

9,393,561‌

44,597‌

GSK,

ADR

(USD)  (1)

3,058,904‌

109,203‌

Johnson

Matthey 

3,951,826‌

71,841‌

Kingfisher 

54,224,309‌

138,463‌

Lloyds

Banking

Group 

201,294,711‌

97,970‌

Melrose

Industries 

22,771,800‌

129,658‌

National

Grid 

13,439,872‌

160,243‌

Next 

1,445,628‌

121,205‌

Persimmon 

4,825,556‌

59,760‌

Shell,

ADR

(USD)  (1)

2,934,237‌

191,136‌

Standard

Chartered 

8,860,264‌

67,935‌

Unilever 

7,690,769‌

364,240‌

Vodafone

Group,

ADR

(USD) 

9,370,404‌

86,582‌

WPP 

15,090,661‌

129,949‌

Total

United

Kingdom

(Cost

$3,316,084

)

2,822,618‌

UNITED

STATES

2.2%

Common

Stocks

2.2%

Broadcom  (1)

311,365‌

261,973‌

NXP

Semiconductors  (1)

1,129,836‌

194,818‌

Total

United

States

(Cost

$128,723

)

456,791‌

SHORT-TERM

INVESTMENTS

2.2%

Money

Market

Funds

2.2%

T.

Rowe

Price

Government

Reserve

Fund,

5.42%  (3)(4)

461,771,166‌

461,771‌

Total

Short-Term

Investments

(Cost

$461,771)

461,771‌

T.

ROWE

PRICE

Overseas

Stock

Fund

28

Shares

$

Value

(Cost

and

value

in

$000s)

SECURITIES

LENDING

COLLATERAL

0.7%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

JPMORGAN

CHASE

BANK

0.7%

Money

Market

Funds

0.7%

T.

Rowe

Price

Government

Reserve

Fund,

5.42%  (3)(4)

145,318,538‌

145,319‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

JPMorgan

Chase

Bank

145,319‌

Total

Securities

Lending

Collateral

(Cost

$145,319)

145,319‌

Total

Investments

in

Securities

100.6%

of

Net

Assets

(Cost

$19,752,470)

$

21,064,089‌

‡

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)

See

Note

3

.

All

or

a

portion

of

this

security

is

on

loan

at

October

31,

2023.

(2)

Non-income

producing

(3)

Seven-day

yield

(4)

Affiliated

Companies

ADR

American

Depositary

Receipts

AUD

Australian

Dollar

CDI

CHESS

or

CREST

Depositary

Interest

GBP

British

Pound

HKD

Hong

Kong

Dollar

SDR

Swedish

Depository

Receipts

USD

U.S.

Dollar

T.

ROWE

PRICE

Overseas

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,

2023.

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,

5.42%

$

—‌

$

—‌

$

23,337‌++

Totals

$

—‌#

$

—‌

$

23,337‌+

Supplementary

Investment

Schedule

Affiliate

Value

10/31/22

Purchase

Cost

Sales

Cost

Value

10/31/23

T.

Rowe

Price

Government

Reserve

Fund,

5.42%

$

627,586‌

 ¤

  ¤

$

607,090‌

Total

$

607,090‌^

#

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

$23,337

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

$607,090.

T.

ROWE

PRICE

Overseas

Stock

Fund

October

31,

2023

Statement

of

Assets

and

Liabilities

30

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$19,752,470)

$

21,064,089‌

Dividends

receivable

47,174‌

Receivable

for

shares

sold

19,734‌

Foreign

currency

(cost

$6,588)

6,588‌

Due

from

affiliates

5,153‌

Other

assets

78,336‌

Total

assets

21,221,074‌

Liabilities

Obligation

to

return

securities

lending

collateral

145,490‌

Payable

for

shares

redeemed

122,632‌

Investment

management

fees

payable

11,603‌

Payable

to

directors

6‌

Other

liabilities

1,115‌

Total

liabilities

280,846‌

NET

ASSETS

$

20,940,228‌

T.

ROWE

PRICE

Overseas

Stock

Fund

October

31,

2023

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)

$

785,563‌

Paid-in

capital

applicable

to

1,867,117,864

shares

of

$0.01

par

value

capital

stock

outstanding;

18,000,000,000

shares

of

the

Corporation

authorized

20,154,665‌

NET

ASSETS

$

20,940,228‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$5,969,361;

Shares

outstanding:

534,204,576)

$

11.17‌

Advisor

Class

(Net

assets:

$420,377;

Shares

outstanding:

37,538,811)

$

11.20‌

I

Class

(Net

assets:

$5,256,923;

Shares

outstanding:

470,262,336)

$

11.18‌

Z

Class

(Net

assets:

$9,293,567;

Shares

outstanding:

825,112,141)

$

11.26‌

T.

ROWE

PRICE

Overseas

Stock

Fund

Statement

of

Operations

32

($000s)

Year

Ended

10/31/23

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$60,080)

$

695,720‌

Securities

lending

4,635‌

Other

22‌

Total

income

700,377‌

Expenses

Investment

management

136,285‌

Shareholder

servicing

Investor

Class

$

6,285‌

Advisor

Class

707‌

I

Class

406‌

7,398‌

Rule

12b-1

fees

Advisor

Class

1,146‌

Prospectus

and

shareholder

reports

Investor

Class

435‌

Advisor

Class

23‌

I

Class

260‌

Z

Class

3‌

721‌

Custody

and

accounting

3,054‌

Proxy

and

annual

meeting

696‌

Registration

171‌

Legal

and

audit

73‌

Directors

72‌

Miscellaneous

665‌

Waived

/

paid

by

Price

Associates

(66,505‌)

Total

expenses

83,776‌

Net

investment

income

616,601‌

T.

ROWE

PRICE

Overseas

Stock

Fund

Statement

of

Operations

33

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

10/31/23

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

(45,755‌)

Foreign

currency

transactions

(3,652‌)

Net

realized

loss

(49,407‌)

Change

in

net

unrealized

gain

/

loss

Securities

1,586,351‌

Other

assets

and

liabilities

denominated

in

foreign

currencies

6,154‌

Change

in

net

unrealized

gain

/

loss

1,592,505‌

Net

realized

and

unrealized

gain

/

loss

1,543,098‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

2,159,699‌

T.

ROWE

PRICE

Overseas

Stock

Fund

Statement

of

Changes

in

Net

Assets

34

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

10/31/23

10/31/22

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

616,601‌

$

554,253‌

Net

realized

gain

(loss)

(49,407‌)

692‌

Change

in

net

unrealized

gain

/

loss

1,592,505‌

(5,687,575‌)

Increase

(decrease)

in

net

assets

from

operations

2,159,699‌

(5,132,630‌)

Distributions

to

shareholders

Net

earnings

Investor

Class

(114,477‌)

(125,375‌)

Advisor

Class

(9,180‌)

–‌

I

Class

(117,436‌)

(94,280‌)

Z

Class

(317,850‌)

(269,160‌)

Decrease

in

net

assets

from

distributions

(558,943‌)

(488,815‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

2,092,189‌

1,273,570‌

Advisor

Class

21,369‌

499,767‌

I

Class

2,029,108‌

1,832,402‌

Z

Class

705,063‌

1,644,110‌

Distributions

reinvested

Investor

Class

112,385‌

122,699‌

Advisor

Class

9,179‌

–‌

I

Class

101,855‌

79,409‌

Z

Class

317,850‌

269,160‌

Shares

redeemed

Investor

Class

(1,109,926‌)

(1,966,010‌)

Advisor

Class

(63,093‌)

(76,242‌)

I

Class

(1,389,394‌)

(1,469,744‌)

Z

Class

(1,647,334‌)

(1,256,818‌)

Increase

in

net

assets

from

capital

share

transactions

1,179,251‌

952,303‌

T.

ROWE

PRICE

Overseas

Stock

Fund

Statement

of

Changes

in

Net

Assets

35

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

10/31/23

10/31/22

Net

Assets

Increase

(decrease)

during

period

2,780,007‌

(4,669,142‌)

Beginning

of

period

18,160,221‌

22,829,363‌

End

of

period

$

20,940,228‌

$

18,160,221‌

*Share

information

(000s)

Shares

sold

Investor

Class

173,516‌

107,378‌

Advisor

Class

1,859‌

47,087‌

I

Class

174,083‌

154,071‌

Z

Class

60,019‌

141,441‌

Distributions

reinvested

Investor

Class

9,937‌

9,424‌

Advisor

Class

808‌

–‌

I

Class

9,014‌

6,104‌

Z

Class

28,078‌

20,641‌

Shares

redeemed

Investor

Class

(95,334‌)

(168,039‌)

Advisor

Class

(5,438‌)

(7,621‌)

I

Class

(120,064‌)

(128,141‌)

Z

Class

(139,142‌)

(103,336‌)

Increase

in

shares

outstanding

97,336‌

79,009‌

T.

ROWE

PRICE

Overseas

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

Overseas

Stock

Fund

(the

fund)

is a

diversified, open-end

management

investment

company

established

by

the

corporation. The

fund

seeks

long-term

growth

of

capital

through

investments

in

the

common

stocks

of

non-U.S.

companies.

The

fund

has

four classes

of

shares:

the

Overseas

Stock

Fund

(Investor

Class),

the

Overseas

Stock

Fund–Advisor

Class

(Advisor

Class),

the

Overseas

Stock

Fund–I

Class

(I

Class)

and

the

Overseas

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

Overseas

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 other

investment

companies 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

either

net

realized

gain

(loss)

or

change

in

net

unrealized

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.

In-Kind

Redemptions

 In

accordance

with

guidelines

described

in

the

fund’s

prospectus,

and

when

considered

to

be

in

the

best

interest

of

all

shareholders,

the

fund

may

distribute

portfolio

securities

rather

than

cash

as

payment

for

a

redemption

of

fund

shares

(in-kind

redemption).

Gains

and

losses

realized

on

in-kind

redemptions

are

not

recognized

for

tax

purposes

and

are

reclassified

from

undistributed

realized

gain

(loss)

to

paid-in

capital.

During

the

year ended

October

31,

2023,

the

fund

realized

$61,511,000 of

net

gain

on

$179,302,000

of

in-kind

redemptions.

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

T.

ROWE

PRICE

Overseas

Stock

Fund

38

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.

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,

the

fund

opted

to

early

adopt,

as

permitted,

effective

December

1,

2022. Adoption

of

the

guidance

did 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

T.

ROWE

PRICE

Overseas

Stock

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39

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)

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

the

quoted

prices

of

portfolio

securities

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

T.

ROWE

PRICE

Overseas

Stock

Fund

40

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.

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.

T.

ROWE

PRICE

Overseas

Stock

Fund

41

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

October

31,

2023

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

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.

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

1,347,457‌

$

18,996,976‌

$

—‌

$

20,344,433‌

Preferred

Stocks

—‌

112,566‌

—‌

112,566‌

Short-Term

Investments

461,771‌

—‌

—‌

461,771‌

Securities

Lending

Collateral

145,319‌

—‌

—‌

145,319‌

Total

$

1,954,547‌

$

19,109,542‌

$

—‌

$

21,064,089‌

T.

ROWE

PRICE

Overseas

Stock

Fund

42

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

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,

2023,

the

value

of

loaned

securities

was

$140,418,000;

the

value

of

cash

collateral

and

related

investments

was

$145,490,000.

Other

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $2,789,775,000 and

$1,458,991,000,

respectively,

for

the

year ended

October

31,

2023.

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.

T.

ROWE

PRICE

Overseas

Stock

Fund

43

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

redemptions

in

kind,

deemed

distributions

on

shareholder

redemptions,

character

of

income

on

passive

foreign

investment

companies,

and

the

recharacterization

of

distributions.

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

October

31,

2023,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were

as

follows:

At

October

31,

2023,

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

and

the

realization

of

gains/losses

on

passive

foreign

investment

companies.

The

loss

carryforwards

and

($000s)

October

31,

2023

October

31,

2022

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

558,943‌

$

488,815‌

($000s)

Cost

of

investments

$

19,863,990

Unrealized

appreciation

$

5,025,891

Unrealized

depreciation

(3,829,250

)

Net

unrealized

appreciation

(depreciation)

$

1,196,641

($000s)

Undistributed

ordinary

income

$

523,889‌

Net

unrealized

appreciation

(depreciation)

1,196,641‌

Loss

carryforwards

and

deferrals

(934,967‌)

Total

distributable

earnings

(loss)

$

785,563‌

T.

ROWE

PRICE

Overseas

Stock

Fund

44

deferrals

primarily

relate

to

capital

loss

carryforwards.

Capital

loss

carryforwards

are

available

indefinitely

to

offset

future

realized

capital

gains.

Capital

loss

carryforwards

acquired

through

tax-free

reorganizations

may

be

subject

to

certain

limitations

on

amount

or

timing

of

use.

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). 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

equal

to

0.35%

of

the fund’s

average

daily

net

assets,

and

a

group

fee.

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,

2023,

the

effective

annual

group

fee

rate

was

0.29%. Effective

May

1,

2021,

Price

Associates

has

contractually

agreed,

at

least

through

February

29,

2024,

to

waive

a

portion

of

its

management

fee

so

that

an

individual

fund

fee

of 0.2975%

is

applied

to

the

fund’s

average

daily

net

assets

that

are

equal

to

or

greater

than $25 billion.

Thereafter,

this

agreement

will

automatically

renew

for

one-year

terms

unless

terminated

by

the

fund’s

T.

ROWE

PRICE

Overseas

Stock

Fund

45

Board.

Any

fees

waived

under

this

agreement

are

not

subject

to

reimbursement

to

Price

Associates

by

the

fund. No

management

fees

were

waived

under

this

arrangement

for

the

year ended

October

31,

2023. 

Effective

June

1,

2023,

the Advisor Class

is

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

date

indicated

in

the

table

below.

Prior

to

June

1,

2023,

the

Advisor Class

was

not

subject

to

a

contractual

expense

limitation.

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.

The

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.

T.

ROWE

PRICE

Overseas

Stock

Fund

46

Pursuant

to

these

agreements,

expenses

were

waived/paid

by

and/or

repaid

to

Price

Associates

during

the

year ended October

31,

2023

as

indicated

in

the

table

below.

At

October

31,

2023,

there

were

no

amounts

subject

to

repayment

by

the

fund.

Any

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,

2023,

expenses

incurred

pursuant

to

these

service

agreements

were

$112,000

for

Price

Associates;

$449,000

for

T.

Rowe

Price

Services,

Inc.;

and

$98,000

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.

T.

Rowe

Price

Investment

Services,

Inc.

(Investment

Services)

serves

as

distributor

to

the

fund.

Pursuant

to

an

underwriting

agreement,

no

compensation

for

any

distribution

services

provided

is

paid

to

Investment

Services

by

the

fund

(except

for

12b-1

fees

under

a

Board-approved

Rule

12b-1

plan).  

Additionally,

the

fund

is

one

of

several

mutual

funds

in

which

certain

college

savings

plans

managed

by

Price

Associates invests.

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,

2023,

the

fund

was

charged $192,000 for

shareholder

servicing

costs

related

to

the

college

savings

Advisor

Class

I

Class

Z

Class

Expense

limitation/I

Class

Limit

1.24%

0.05%

0.00%

Expense

limitation

date

02/28/26

02/28/26

N/A

(Waived)/repaid

during

the

period

($000s)

$—

$—

$(66,505)

T.

ROWE

PRICE

Overseas

Stock

Fund

47

plans, of

which

$72,000

was

for

services

provided

by

Price.

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. At

October

31,

2023,

approximately

8%

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,

2023, 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

(together,

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. The

Price

Reserve

Funds

pay

no

investment

management

fees.

As

of

October

31,

2023,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

4,051,626

shares

of

the

Investor

Class,

representing

1%

of

the

Investor

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,

2023,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

Price

Associates

has

voluntarily

agreed

to

reimburse

the

fund

from

its

own

resources

on

a

monthly

basis

for

the

cost

of

investment

research

embedded

in

the

cost

of

the

fund’s

securities

trades.

This

agreement

may

be

rescinded

at

any

time.

For

the

year ended

October

31,

2023,

this

reimbursement

amounted

to

$77,000,

which

is

included

in

Net

realized

gain

(loss)

on

Securities

in

the

Statement

of

Operations.

T.

ROWE

PRICE

Overseas

Stock

Fund

48

NOTE

7

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war

and

conflict,

terrorism,

geopolitical

events,

and

public

health

epidemics and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the fund

invests.

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,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

The

global

outbreak

of

COVID-19

and

the

related

governmental

and

public

responses

have

led

and

may

continue

to

lead

to

increased

market

volatility

and

the

potential

for

illiquidity

in

certain

classes

of

securities

and

sectors

of

the

market

either

in

specific

countries

or

worldwide.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict,

leading

to

economic

sanctions imposed

on

Russia

that

target certain

of

its

citizens

and

issuers

and

sectors

of

the

Russian

economy,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

In

March

2023,

the

banking

industry

experienced

heightened

volatility,

which

sparked

concerns

of

potential

broader

adverse

market

conditions.

The

extent

of

impact

of

these

events

on

the

US

and

global

markets

is

highly

uncertain.

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.

NOTE

8

-

SUBSEQUENT

EVENT 

Effective

November

1,

2023,

the

fund’s

Investor

Class

(class)

is

subject

to

a

contractual

expense

limitation

through

February

28,

2026.

During

the

limitation

period,

Price

Associates

is

required

to

waive

or

pay

any

class

operating

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

daily

net

assets

(net

expense

ratio)

to

exceed

its

expense

limitation

of

0.99%.

Any

class

expenses

waived

or

paid

by

Price

Associates

pursuant

to

a

contractual

expense

limitation

are

subject

to

reimbursement

to

Price

Associates

by

the

class

whenever

the

class

expenses

are

below

the

contractual

expense

limitation.

However,

no

reimbursement

by

the

class

to

Price

Associates

will

be

made

more

than

three

years

after

the

waiver

or

payment

of

class

expenses

by

Price

T.

ROWE

PRICE

Overseas

Stock

Fund

49

Associates

or

if

such

reimbursement

would

result

in

the

class

expenses

exceeding

the

contractual

expense

limitation

in

place

at

the

time

such

amounts

were

waived

or

paid

by

Price

Associates.

T.

ROWE

PRICE

Overseas

Stock

Fund

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

Overseas

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

Overseas

Stock

Fund

(one

of

the

funds

constituting

T.

Rowe

Price

International

Funds,

Inc.,

referred

to

hereafter

as

the

"Fund")

as

of

October

31,

2023,

the

related

statement

of

operations

for

the

year

ended

October

31,

2023,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

October

31,

2023,

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,

2023,

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,

2023

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.

ROWE

PRICE

Overseas

Stock

Fund

51

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,

2023

by

correspondence

with

the

custodian

and

transfer

agent.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

/s/

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

December

19,

2023

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)

T.

ROWE

PRICE

Overseas

Stock

Fund

52

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 10/31/23

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.

The

fund’s

distributions

to

shareholders

included

$15,254,000

from

short-term

capital

gains. 

For

taxable

non-corporate

shareholders,

$596,278,000 of

the

fund's

income

represents

qualified

dividend

income

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

corporate

shareholders,

$6,523,000

of

the

fund's

income

qualifies

for

the

dividends-

received

deduction.  

The

fund

will

pass

through

foreign

source

income

of

$612,287,000

and

foreign

taxes

paid

of

$44,356,000.  

T.

ROWE

PRICE

Overseas

Stock

Fund

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.

RESULTS

OF

PROXY

VOTING

A

Special

Meeting

of

Shareholders

was

held

on

July

24,

2023

for

shareholders

of

record

on

April

7,

2023,

to

elect

the

following

director-nominees

to

serve

on

the

Board

of

all

Price

Funds.

The

newly

elected

Directors

took

office

effective

July

24,

2023.

The

results

of

the

voting

were

as

follows:

Teresa

Bryce

Bazemore,

Bruce

W.

Duncan,

Robert

J.

Gerrard,

Jr.,

Paul

F.

McBride

and

David

Oestreicher

continue

to

serve

as

Directors

on

the

Board

of

all

Price

Funds.

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

.

Votes

For

Votes

Withheld

Melody

Bianchetto

5,316,532,865

42,338,636

Mark

J.

Parrell

5,314,462,793

44,388,756

Kellye

L.

Walker

5,314,203,135

44,903,088

Eric

L.

Veiel

5,309,419,858

49,685,657

T.

ROWE

PRICE

Overseas

Stock

Fund

54

TAILORED

SHAREHOLDER

REPORTS

FOR

MUTUAL

FUNDS

AND

EXCHANGE

TRADED

FUNDS

In

October

2022,

the

Securities

and

Exchange

Commission

(SEC)

adopted

rule

and

form

amendments

requiring

Mutual

Funds

and

Exchange-Traded

Funds

to

transmit

concise

and

visually

engaging

streamlined

annual

and

semiannual

reports

that

highlight

key

information

to

shareholders.

Other

information,

including

financial

statements,

will

no

longer

appear

in

the

funds’

shareholder

reports

but

will

be

available

online,

delivered

free

of

charge

upon

request,

and

filed

on

a

semiannual

basis

on

Form

N-CSR.

The

rule

and

form

amendments

have

a

compliance

date

of

July

24,

2024.

T.

ROWE

PRICE

Overseas

Stock

Fund

55

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

24,

2023,

the

Board

was

presented

with

an

annual

assessment

that

was

prepared

by

the

LRC

on

behalf

of

the

Adviser

and

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.

ROWE

PRICE

Overseas

Stock

Fund

56

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,

2022,

through

March

31,

2023.

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.

ROWE

PRICE

Overseas

Stock

Fund

57

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

Associates,

Inc. (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

[209]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

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)

Melody

Bianchetto

(1966)

2023

[209]

Vice

President

for

Finance,

University

of

Virginia

(2015

to

2023)

Bruce

W.

Duncan

(1951)

2013

[209]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chair

of

the

Board

(2016

to

2020)

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

2022);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[209]

Chair

of

the

Board,

all

funds

(July

2018

to

present)

Paul

F.

McBride

(1956)

2013

[209]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

T.

ROWE

PRICE

Overseas

Stock

Fund

58

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

Mark

J.

Parrell

(1966)

2023

[209]

Board

of

Trustees

Member

and

Chief

Executive

Officer

(2019

to

present),

President

(2018

to

present),

Executive

Vice

President

and

Chief

Financial

Officer

(2007

to

2018),

and

Senior

Vice

President

and

Treasurer

(2005

to

2007),

EQR;

Member,

Nareit

Dividends

Through

Diversity,

Equity

&

Inclusion

CEO

Council

and

Chair,

Nareit

2021

Audit

and

Investment

Committee

(2021);

Advisory

Board,

Ross

Business

School

at

University

of

Michigan

(2015

to

2016);

Member,

National

Multifamily

Housing

Council

and

served

as

Chair

of

the

Finance

Committee

(2015

to

2016);

Member,

Economic

Club

of

Chicago;

Director,

Brookdale

Senior

Living,

Inc.

(2015

to

2017);

Director,

Aviv

REIT,

Inc.

(2013

to

2015);

Director,

Real

Estate

Roundtable

and

the

2022

Executive

Board

Nareit;

Board

of

Directors

and

Chair

of

the

Finance

Committee,

Greater

Chicago

Food

Depository

Kellye

L.

Walker

(1966)

2021

[209]

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,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

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

[209]

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

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Overseas

Stock

Fund

59

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

[209]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

Vice

President,

Global

Funds

(a)

All

information

about

the

interested

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

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.

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.

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

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

Overseas

Stock

Fund

60

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

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, CFA

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

and

Vice

President

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)

Shiu

Tak

(Sheldon)

Chan

(1981)

Vice

President

Vice

President,

Price

International

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.

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

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Overseas

Stock

Fund

61

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

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

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.

Cheryl

Emory

(1963)

Assistant

Secretary 

Assistant

Vice

President

and

Assistant

Secretary,

T.

Rowe

Price;

Assistant

Secretary,

T.

Rowe

Price

Group,

Inc.,

Price

Investment

Management,

Price

International,

Price

Hong

Kong,

Price

Singapore,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Dawei

Feng

(1979)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Quentin

S.

Fitzsimmons

(1968)

Executive

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.

Vishnu

V.

Gopal

(1979)

Vice

President

Vice

President,

Price

International

and

T.

Rowe

Price

Group,

Inc.

Benjamin

Griffiths,

CFA

(1977)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Shaoyu

Guo

(1992)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Economist,

J.P.

Morgan

(to

2020)

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Overseas

Stock

Fund

62

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

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,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

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.

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

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.

Nina

P.

Jones,

CPA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

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

and

T.

Rowe

Price

Trust

Company

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

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Overseas

Stock

Fund

63

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

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,

Price

International, 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

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,

Price

International,

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)

Kenneth

A. Orchard

(1975)

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

Overseas

Stock

Fund

64

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Oluwaseun 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., T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

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

Sebastian

Schrott

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Richard

Sennett,

CPA

(1970)

Assistant

Treasurer

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Weijie

(Vivian)

Si

(1983)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Scott

D.

Solomon,

CFA

(1981)

Executive

Vice

President

Vice

President,

T.

Rowe

Price, T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

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.

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

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Overseas

Stock

Fund

65

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

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

Rupinder

Vig

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Willem

Visser

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Christopher Vost,

CFA

(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

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.

Ellen

York

(1988)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

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)

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

202312-3146071

F165-050

12/23

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:

	2023		2022
Audit Fees		$25,925		$24,349
Audit-Related Fees		-		-
Tax Fees		-		-
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 $1,584,000 and $2,760,000, 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 19, 2023

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 19, 2023

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	December 19, 2023