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: 811-07209
T. Rowe Price Value Fund, 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: December 31
Date of reporting period: June 30, 2024
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Semi-Annual Shareholder Report
June 30, 2024
This semi-annual shareholder report contains important information about Value Fund (the "fund") for the period of January 1, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Value Fund - Investor Class | $36 | 0.69% |
What are some fund statistics?
| Total Net Assets (000s) | $29,388,631 |
| Number of Portfolio Holdings | 120 |
| |
| Portfolio Turnover Rate | 32.5% |
What did the fund invest in?
Sector Allocation (as a % of Net Assets)
| Financials | 22.5% |
| Health Care | 17.1 |
| Industrials & Business Services | 16.2 |
| Energy | 10.1 |
| Consumer Staples | 9.6 |
| Information Technology | 8.5 |
| Materials | 4.8 |
| Consumer Discretionary | 4.4 |
| Utilities | 2.4 |
| Other | 4.4 |
Top Ten Holdings (as a % of Net Assets)
| Berkshire Hathaway | 3.4% |
| JPMorgan Chase | 3.1 |
| Elevance Health | 2.9 |
| Kenvue | 2.4 |
| Johnson & Johnson | 2.3 |
| Bank of America | 2.2 |
| UnitedHealth Group | 2.1 |
| Fiserv | 1.9 |
| ConocoPhillips | 1.8 |
| Charles Schwab | 1.8 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Value Fund
Investor Class (TRVLX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
June 30, 2024
This semi-annual shareholder report contains important information about Value Fund (the "fund") for the period of January 1, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Value Fund - Advisor Class | $49 | 0.95% |
What are some fund statistics?
| Total Net Assets (000s) | $29,388,631 |
| Number of Portfolio Holdings | 120 |
| |
| Portfolio Turnover Rate | 32.5% |
What did the fund invest in?
Sector Allocation (as a % of Net Assets)
| Financials | 22.5% |
| Health Care | 17.1 |
| Industrials & Business Services | 16.2 |
| Energy | 10.1 |
| Consumer Staples | 9.6 |
| Information Technology | 8.5 |
| Materials | 4.8 |
| Consumer Discretionary | 4.4 |
| Utilities | 2.4 |
| Other | 4.4 |
Top Ten Holdings (as a % of Net Assets)
| Berkshire Hathaway | 3.4% |
| JPMorgan Chase | 3.1 |
| Elevance Health | 2.9 |
| Kenvue | 2.4 |
| Johnson & Johnson | 2.3 |
| Bank of America | 2.2 |
| UnitedHealth Group | 2.1 |
| Fiserv | 1.9 |
| ConocoPhillips | 1.8 |
| Charles Schwab | 1.8 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Value Fund
Advisor Class (PAVLX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
June 30, 2024
This semi-annual shareholder report contains important information about Value Fund (the "fund") for the period of January 1, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Value Fund - I Class | $30 | 0.57% |
What are some fund statistics?
| Total Net Assets (000s) | $29,388,631 |
| Number of Portfolio Holdings | 120 |
| |
| Portfolio Turnover Rate | 32.5% |
What did the fund invest in?
Sector Allocation (as a % of Net Assets)
| Financials | 22.5% |
| Health Care | 17.1 |
| Industrials & Business Services | 16.2 |
| Energy | 10.1 |
| Consumer Staples | 9.6 |
| Information Technology | 8.5 |
| Materials | 4.8 |
| Consumer Discretionary | 4.4 |
| Utilities | 2.4 |
| Other | 4.4 |
Top Ten Holdings (as a % of Net Assets)
| Berkshire Hathaway | 3.4% |
| JPMorgan Chase | 3.1 |
| Elevance Health | 2.9 |
| Kenvue | 2.4 |
| Johnson & Johnson | 2.3 |
| Bank of America | 2.2 |
| UnitedHealth Group | 2.1 |
| Fiserv | 1.9 |
| ConocoPhillips | 1.8 |
| Charles Schwab | 1.8 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Value Fund
I Class (TRPIX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
June 30, 2024
This semi-annual shareholder report contains important information about Value Fund (the "fund") for the period of January 1, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Value Fund - Z Class | $0 | 0.00% |
What are some fund statistics?
| Total Net Assets (000s) | $29,388,631 |
| Number of Portfolio Holdings | 120 |
| |
| Portfolio Turnover Rate | 32.5% |
What did the fund invest in?
Sector Allocation (as a % of Net Assets)
| Financials | 22.5% |
| Health Care | 17.1 |
| Industrials & Business Services | 16.2 |
| Energy | 10.1 |
| Consumer Staples | 9.6 |
| Information Technology | 8.5 |
| Materials | 4.8 |
| Consumer Discretionary | 4.4 |
| Utilities | 2.4 |
| Other | 4.4 |
Top Ten Holdings (as a % of Net Assets)
| Berkshire Hathaway | 3.4% |
| JPMorgan Chase | 3.1 |
| Elevance Health | 2.9 |
| Kenvue | 2.4 |
| Johnson & Johnson | 2.3 |
| Bank of America | 2.2 |
| UnitedHealth Group | 2.1 |
| Fiserv | 1.9 |
| ConocoPhillips | 1.8 |
| Charles Schwab | 1.8 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Value Fund
Z Class (TRZAX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
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 is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.
Item 3. Audit Committee Financial Expert.
Disclosure required in registrant’s annual Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Disclosure required in registrant’s annual Form N-CSR.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 7 of this Form N-CSR.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a – b) Report pursuant to Regulation S-X.
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
Financial
Statements
and
Other
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
TRVLX
Value
Fund
–
.
PAVLX
Value
Fund–
.
Advisor Class
TRPIX
Value
Fund–
.
I Class
TRZAX
Value
Fund–
.
Z Class
T.
ROWE
PRICE
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
5
Investor
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
NET
ASSET
VALUE
Beginning
of
period
$
41.94
$
38.54
$
47.80
$
40.93
$
37.93
$
30.57
Investment
activities
Net
investment
income
(1)(2)
0.23
0.57
0.51
0.32
0.45
0.55
Net
realized
and
unrealized
gain/
loss
4.22
4.08
(5.88)
11.77
3.51
7.45
Total
from
investment
activities
4.45
4.65
(5.37)
12.09
3.96
8.00
Distributions
Net
investment
income
—
(0.56)
(0.54)
(0.36)
(0.28)
(0.64)
Net
realized
gain
—
(0.69)
(3.35)
(4.86)
(0.68)
—
Total
distributions
—
(1.25)
(3.89)
(5.22)
(0.96)
(0.64)
NET
ASSET
VALUE
End
of
period
$
46.39
$
41.94
$
38.54
$
47.80
$
40.93
$
37.93
T.
ROWE
PRICE
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Investor
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
Ratios/Supplemental
Data
Total
return
(2)(3)
10.61%
12.12%
(11.39)%
29.93%
10.50%
26.20%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.71%
(4)
0.72%
0.75%
0.75%
0.78%
0.79%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.69%
(4)
0.71%
0.73%
0.73%
0.77%
0.78%
Net
investment
income
1.01%
(4)
1.44%
1.17%
0.66%
1.31%
1.54%
Portfolio
turnover
rate
32.5%
62.3%
192.1%
107.0%
114.6%
139.6%
Net
assets,
end
of
period
(in
millions)
$3,445
$3,288
$3,707
$5,957
$4,558
$18,675
0%
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
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.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Advisor
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
NET
ASSET
VALUE
Beginning
of
period
$
40.92
$
37.65
$
46.90
$
40.22
$
37.34
$
30.10
Investment
activities
Net
investment
income
(1)(2)
0.17
0.46
0.42
0.17
0.36
0.46
Net
realized
and
unrealized
gain/
loss
4.11
3.99
(5.79)
11.57
3.43
7.32
Total
from
investment
activities
4.28
4.45
(5.37)
11.74
3.79
7.78
Distributions
Net
investment
income
—
(0.49)
(0.53)
(0.20)
(0.23)
(0.54)
Net
realized
gain
—
(0.69)
(3.35)
(4.86)
(0.68)
—
Total
distributions
—
(1.18)
(3.88)
(5.06)
(0.91)
(0.54)
NET
ASSET
VALUE
End
of
period
$
45.20
$
40.92
$
37.65
$
46.90
$
40.22
$
37.34
T.
ROWE
PRICE
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Advisor
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
Ratios/Supplemental
Data
Total
return
(2)(3)
10.46%
11.87%
(11.60)%
29.58%
10.21%
25.88%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.96%
(4)
0.96%
0.99%
1.04%
1.04%
1.04%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.95%
(4)
0.95%
0.97%
1.01%
1.03%
1.03%
Net
investment
income
0.76%
(4)
1.20%
1.01%
0.36%
1.04%
1.32%
Portfolio
turnover
rate
32.5%
62.3%
192.1%
107.0%
114.6%
139.6%
Net
assets,
end
of
period
(in
millions)
$233
$224
$217
$217
$257
$269
0%
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
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.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
I
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
NET
ASSET
VALUE
Beginning
of
period
$
41.79
$
38.41
$
47.69
$
40.86
$
37.91
$
30.56
Investment
activities
Net
investment
income
(1)(2)
0.25
0.62
0.59
0.37
0.48
0.60
Net
realized
and
unrealized
gain/
loss
4.21
4.07
(5.89)
11.75
3.53
7.45
Total
from
investment
activities
4.46
4.69
(5.30)
12.12
4.01
8.05
Distributions
Net
investment
income
—
(0.62)
(0.63)
(0.43)
(0.38)
(0.70)
Net
realized
gain
—
(0.69)
(3.35)
(4.86)
(0.68)
—
Total
distributions
—
(1.31)
(3.98)
(5.29)
(1.06)
(0.70)
NET
ASSET
VALUE
End
of
period
$
46.25
$
41.79
$
38.41
$
47.69
$
40.86
$
37.91
T.
ROWE
PRICE
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
I
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
Ratios/Supplemental
Data
Total
return
(2)(3)
10.67%
12.27%
(11.26)%
30.06%
10.65%
26.38%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.58%
(4)
0.59%
0.61%
0.65%
0.64%
0.64%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.57%
(4)
0.58%
0.60%
0.63%
0.63%
0.63%
Net
investment
income
1.13%
(4)
1.58%
1.38%
0.76%
1.39%
1.68%
Portfolio
turnover
rate
32.5%
62.3%
192.1%
107.0%
114.6%
139.6%
Net
assets,
end
of
period
(in
millions)
$4,196
$4,055
$4,276
$3,957
$2,093
$6,754
0%
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
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.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Z
Class
(1)
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
3/16/20
(1)
Through
12/31/20
12/31/23
12/31/22
12/31/21
NET
ASSET
VALUE
Beginning
of
period
$
41.86
$
38.46
$
47.74
$
40.84
$
25.69
Investment
activities
Net
investment
income
(2)(3)
0.38
0.86
0.83
0.66
0.58
Net
realized
and
unrealized
gain/loss
4.22
4.08
(5.89)
11.78
15.85
Total
from
investment
activities
4.60
4.94
(5.06)
12.44
16.43
Distributions
Net
investment
income
—
(0.85)
(0.87)
(0.68)
(0.60)
Net
realized
gain
—
(0.69)
(3.35)
(4.86)
(0.68)
Total
distributions
—
(1.54)
(4.22)
(5.54)
(1.28)
NET
ASSET
VALUE
End
of
period
$
46.46
$
41.86
$
38.46
$
47.74
$
40.84
Ratios/Supplemental
Data
Total
return
(3)(4)
10.99%
12.92%
(10.75)%
30.88%
64.09%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
waivers/payments
by
Price
Associates
0.56%
(5)
0.56%
0.59%
0.64%
0.64%
(5)
Net
expenses
after
waivers/
payments
by
Price
Associates
0.00%
(5)
0.00%
0.00%
0.00%
0.00%
(5)
Net
investment
income
1.70%
(5)
2.16%
1.92%
1.38%
2.07%
(5)
Portfolio
turnover
rate
32.5%
62.3%
192.1%
107.0%
114.6%
Net
assets,
end
of
period
(in
millions)
$21,515
$19,830
$19,526
$28,100
$24,795
0%
0%
0%
0%
0%
(1)
Inception
date
(2)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(3)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(4)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(5)
Annualized
T.
ROWE
PRICE
Value
Fund
June
30,
2024
(Unaudited)
Shares
$
Value
(Cost
and
value
in
$000s)
‡
COMMON
STOCKS
99.6%
COMMUNICATION
SERVICES
1.7%
Media
0.6%
Comcast,
Class
A
4,346,117
170,194
170,194
Wireless
Telecommunication
Services
1.1%
T-Mobile
U.S.
1,806,316
318,237
318,237
Total
Communication
Services
488,431
CONSUMER
DISCRETIONARY
4.4%
Diversified
Consumer
Services
0.1%
Service
Corp
International
581,623
41,371
41,371
Hotels,
Restaurants
&
Leisure
2.1%
Booking
Holdings
39,916
158,127
Hilton
Worldwide
Holdings
463,299
101,092
McDonald's
1,111,808
283,333
Norwegian
Cruise
Line
Holdings (1)
4,291,987
80,647
623,199
Specialty
Retail
1.5%
AutoZone (1)
77,771
230,521
Home
Depot
393,761
135,548
Tractor
Supply
273,852
73,940
440,009
Textiles,
Apparel
&
Luxury
Goods
0.7%
Cie
Financiere
Richemont
,
Class
A
(CHF)
1,261,616
197,169
197,169
Total
Consumer
Discretionary
1,301,748
CONSUMER
STAPLES
9.6%
Beverages
1.9%
Coca-Cola
7,119,020
453,126
Keurig
Dr
Pepper
2,909,079
97,163
550,289
Consumer
Staples
Distribution
&
Retail
2.1%
Dollar
Tree (1)
1,747,760
186,608
Walmart
6,410,543
434,058
620,666
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Food
Products
0.4%
Mondelez
International,
Class
A
1,975,662
129,287
129,287
Household
Products
2.8%
Colgate-Palmolive
3,756,538
364,535
Procter
&
Gamble
2,756,763
454,645
819,180
Personal
Care
Products
2.4%
Kenvue
39,273,018
713,984
713,984
Total
Consumer
Staples
2,833,406
ENERGY
10.1%
Energy
Equipment
&
Services
2.7%
Halliburton
11,816,859
399,174
Schlumberger
8,223,446
387,982
787,156
Oil,
Gas
&
Consumable
Fuels
7.4%
Chevron
1,410,789
220,676
ConocoPhillips
4,589,378
524,933
Diamondback
Energy
955,702
191,322
EQT
8,834,889
326,714
Exxon
Mobil
2,903,427
334,242
Hess
282,933
41,738
Kinder
Morgan
3,575,681
71,049
Range
Resources
10,566,269
354,287
Williams
2,403,551
102,151
2,167,112
Total
Energy
2,954,268
FINANCIALS
22.5%
Banks
7.5%
Bank
of
America
15,977,297
635,417
Citigroup
3,980,153
252,581
East
West
Bancorp
826,069
60,493
Huntington
Bancshares
2,598,135
34,243
JPMorgan
Chase
4,548,384
919,956
KeyCorp
5,172,209
73,497
PNC
Financial
Services
Group
354,716
55,151
Wells
Fargo
3,108,449
184,611
2,215,949
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Capital
Markets
3.2%
Charles
Schwab
6,961,119
512,965
CME
Group
803,570
157,982
Goldman
Sachs
Group
580,091
262,387
933,334
Consumer
Finance
1.3%
American
Express
1,679,262
388,833
388,833
Financial
Services
6.8%
Berkshire
Hathaway,
Class
B (1)
2,485,661
1,011,167
Corebridge
Financial
3,927,386
114,366
Corpay
(1)
406,452
108,283
Fiserv (1)
3,783,945
563,959
Visa,
Class
A
808,075
212,095
2,009,870
Insurance
3.7%
Allstate
1,699,391
271,325
Chubb
383,987
97,947
MetLife
4,709,215
330,540
Progressive
716,754
148,877
Travelers
1,248,715
253,914
1,102,603
Total
Financials
6,650,589
HEALTH
CARE
17.1%
Health
Care
Equipment
&
Supplies
0.7%
GE
HealthCare
Technologies
1,445,242
112,613
Hologic
(1)
1,292,109
95,939
208,552
Health
Care
Providers
&
Services
8.7%
Cencora
1,978,821
445,828
Cigna
Group
650,158
214,923
Elevance
Health
1,565,914
848,506
HCA
Healthcare
481,679
154,754
Tenet
Healthcare (1)
2,018,268
268,490
UnitedHealth
Group
1,206,240
614,290
2,546,791
Life
Sciences
Tools
&
Services
2.6%
Danaher
934,545
233,496
Revvity
1,976,469
207,252
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Thermo
Fisher
Scientific
607,647
336,029
776,777
Pharmaceuticals
5.1%
AstraZeneca,
ADR
5,915,512
461,351
Bristol-Myers
Squibb
1,533,508
63,687
Johnson
&
Johnson
4,594,416
671,520
Merck
2,401,416
297,295
1,493,853
Total
Health
Care
5,025,973
INDUSTRIALS
&
BUSINESS
SERVICES
16.2%
Aerospace
&
Defense
3.1%
Boeing (1)
583,732
106,245
General
Dynamics
940,276
272,812
General
Electric
1,779,152
282,832
L3Harris
Technologies
1,171,222
263,033
924,922
Air
Freight
&
Logistics
0.7%
FedEx
672,096
201,521
201,521
Commercial
Services
&
Supplies
0.6%
Republic
Services
887,951
172,564
172,564
Electrical
Equipment
2.4%
AMETEK
1,941,279
323,631
GE
Vernova
(1)
392,424
67,305
Rockwell
Automation
1,142,333
314,461
705,397
Ground
Transportation
3.6%
CSX
12,410,360
415,127
Norfolk
Southern
857,745
184,149
Old
Dominion
Freight
Line
844,319
149,107
Union
Pacific
1,344,079
304,111
1,052,494
Industrial
Conglomerates
1.4%
Honeywell
International
942,644
201,292
Siemens
(EUR)
1,097,867
204,341
405,633
Machinery
4.0%
Cummins
1,113,793
308,443
Deere
473,393
176,874
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Dover
878,025
158,439
IDEX
738,739
148,634
Westinghouse
Air
Brake
Technologies
2,512,749
397,140
1,189,530
Trading
Companies
&
Distributors
0.4%
Ferguson
635,988
123,159
123,159
Total
Industrials
&
Business
Services
4,775,220
INFORMATION
TECHNOLOGY
8.5%
Electronic
Equipment,
Instruments
&
Components
2.7%
Amphenol,
Class
A
3,074,721
207,144
Keysight
Technologies (1)
2,039,183
278,858
TE
Connectivity
1,958,444
294,609
780,611
Semiconductors
&
Semiconductor
Equipment
5.3%
Analog
Devices
967,658
220,878
Applied
Materials
602,862
142,269
Intel
6,619,301
205,000
Lam
Research
123,890
131,924
Micron
Technology
1,705,335
224,303
NXP
Semiconductors
291,601
78,467
QUALCOMM
410,726
81,808
Texas
Instruments
2,391,444
465,208
1,549,857
Software
0.5%
Microsoft
345,040
154,216
154,216
Total
Information
Technology
2,484,684
MATERIALS
4.8%
Chemicals
1.5%
Linde
615,466
270,072
Mosaic
4,148,085
119,880
Nutrien
(2)
868,037
44,192
434,144
Construction
Materials
0.5%
Martin
Marietta
Materials
265,472
143,833
143,833
Containers
&
Packaging
1.0%
International
Paper
6,720,424
289,986
289,986
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Metals
&
Mining
1.8%
Franco-Nevada
972,500
115,261
Freeport-McMoRan
4,226,214
205,394
Southern
Copper
746,661
80,445
Wheaton
Precious
Metals (2)
2,355,140
123,456
524,556
Total
Materials
1,392,519
REAL
ESTATE
2.3%
Industrial
Real
Estate
Investment
Trusts
0.3%
Prologis,
REIT
703,281
78,986
78,986
Residential
Real
Estate
Investment
Trusts
0.5%
Equity
LifeStyle
Properties,
REIT
2,123,790
138,322
138,322
Specialized
Real
Estate
Investment
Trusts
1.5%
Public
Storage,
REIT
963,500
277,151
Weyerhaeuser,
REIT
6,282,610
178,363
455,514
Total
Real
Estate
672,822
UTILITIES
2.4%
Electric
Utilities
1.4%
Constellation
Energy
502,604
100,657
NextEra
Energy
1,370,924
97,075
Xcel
Energy
3,893,194
207,935
405,667
Gas
Utilities
0.3%
Atmos
Energy
887,398
103,515
103,515
Multi-Utilities
0.7%
Ameren
2,738,816
194,757
194,757
Total
Utilities
703,939
Total
Common
Stocks
(Cost
$24,634,336)
29,283,599
Shares
$
Value
(Cost
and
value
in
$000s)
‡
SHORT-TERM
INVESTMENTS
0.2%
Money
Market
Funds
0.2%
T.
Rowe
Price
Government
Reserve
Fund,
5.38% (3)(4)
62,612,131
62,612
Total
Short-Term
Investments
(Cost
$62,612)
62,612
SECURITIES
LENDING
COLLATERAL
0.2%
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
STATE
STREET
BANK
AND
TRUST
COMPANY 0.2%
Money
Market
Funds 0.2%
T.
Rowe
Price
Government
Reserve
Fund,
5.38% (3)(4)
54,695,397
54,695
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
State
Street
Bank
and
Trust
Company
54,695
Total
Securities
Lending
Collateral
(Cost
$54,695)
54,695
Total
Investments
in
Securities
100.0%
of
Net
Assets
(Cost
$24,751,643)
$
29,400,906
‡
Shares
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Non-income
producing
(2)
See
Note
3.
All
or
a
portion
of
this
security
is
on
loan
at
June
30,
2024.
(3)
Seven-day
yield
(4)
Affiliated
Companies
ADR
American
Depositary
Receipts
CHF
Swiss
Franc
EUR
Euro
REIT
A
domestic
Real
Estate
Investment
Trust
whose
distributions
pass-through
with
original
tax
character
to
the
shareholder
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
six
months
ended
June
30,
2024.
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,
5.38%
$
—
$
—
$
2,411++
Totals
$
—#
$
—
$
2,411+
Supplementary
Investment
Schedule
Affiliate
Value
12/31/23
Purchase
Cost
Sales
Cost
Value
06/30/24
T.
Rowe
Price
Government
Reserve
Fund,
5.38%
$
563,465
¤
¤
$
117,307
Total
$
117,307^
#
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
$2,411
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
$117,307.
T.
ROWE
PRICE
Value
Fund
June
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
Assets
Investments
in
securities,
at
value
(cost
$24,751,643)
$
29,400,906
Receivable
for
investment
securities
sold
104,523
Dividends
receivable
18,716
Receivable
for
shares
sold
10,031
Due
from
affiliates
9,316
Cash
50
Other
assets
3,471
Total
assets
29,547,013
Liabilities
Payable
for
investment
securities
purchased
78,947
Obligation
to
return
securities
lending
collateral
54,695
Investment
management
fees
payable
13,115
Payable
for
shares
redeemed
8,505
Payable
to
directors
24
Other
liabilities
3,096
Total
liabilities
158,382
NET
ASSETS
$
29,388,631
T.
ROWE
PRICE
Value
Fund
June
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($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)
$
6,588,304
Paid-in
capital
applicable
to
633,210,522
shares
of
$0.0001
par
value
capital
stock
outstanding;
2,000,000,000
shares
authorized
22,800,327
NET
ASSETS
$
29,388,631
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$3,444,382;
Shares
outstanding:
74,252,052)
$
46.39
Advisor
Class
(Net
assets:
$233,127;
Shares
outstanding:
5,158,090)
$
45.20
I
Class
(Net
assets:
$4,196,346;
Shares
outstanding:
90,727,698)
$
46.25
Z
Class
(Net
assets:
$21,514,776;
Shares
outstanding:
463,072,682)
$
46.46
T.
ROWE
PRICE
Value
Fund
(Unaudited)
6
Months
Ended
6/30/24
Investment
Income
(Loss)
Income
Dividend
(net
of
foreign
taxes
of
$302)
$
244,307
Securities
lending
1,095
.
Interest
9
Other
46
Total
income
245,457
Expenses
Investment
management
79,859
Shareholder
servicing
Investor
Class
$
2,436
Advisor
Class
174
I
Class
463
3,073
Rule
12b-1
fees
Advisor
Class
284
Prospectus
and
shareholder
reports
Investor
Class
49
Advisor
Class
2
I
Class
10
Z
Class
3
64
Custody
and
accounting
320
Registration
57
Directors
48
Legal
and
audit
46
Miscellaneous
138
Waived
/
paid
by
Price
Associates
(59,112)
Total
expenses
24,777
Net
investment
income
220,680
T.
ROWE
PRICE
Value
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/24
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
(loss)
Securities
1,823,574
Foreign
currency
transactions
(2)
Net
realized
gain
1,823,572
Change
in
net
unrealized
gain
/
loss
Securities
902,239
Other
assets
and
liabilities
denominated
in
foreign
currencies
(28)
Change
in
net
unrealized
gain
/
loss
902,211
Net
realized
and
unrealized
gain
/
loss
2,725,783
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
2,946,463
T.
ROWE
PRICE
Value
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
6
Months
Ended
6/30/24
Year
Ended
12/31/23
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
220,680
$
535,763
Net
realized
gain
1,823,572
1,422,415
Change
in
net
unrealized
gain
/
loss
902,211
1,286,201
Increase
in
net
assets
from
operations
2,946,463
3,244,379
Distributions
to
shareholders
Net
earnings
Investor
Class
–
(95,622)
Advisor
Class
–
(6,331)
I
Class
–
(127,416)
Z
Class
–
(709,493)
Decrease
in
net
assets
from
distributions
–
(938,862)
Capital
share
transactions
*
Shares
sold
Investor
Class
305,988
452,827
Advisor
Class
8,552
25,309
I
Class
296,451
477,506
Z
Class
1,226,360
1,318,943
Distributions
reinvested
Investor
Class
–
90,850
Advisor
Class
–
6,250
I
Class
–
120,221
Z
Class
–
709,493
Shares
redeemed
Investor
Class
(490,086)
(1,238,217)
Advisor
Class
(21,941)
(43,590)
I
Class
(582,227)
(1,164,104)
Z
Class
(1,698,166)
(3,389,402)
Decrease
in
net
assets
from
capital
share
transactions
(955,069)
(2,633,914)
T.
ROWE
PRICE
Value
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/24
Year
Ended
12/31/23
Net
Assets
Increase
(decrease)
during
period
1,991,394
(328,397)
Beginning
of
period
27,397,237
27,725,634
End
of
period
$
29,388,631
$
27,397,237
*Share
information
(000s)
Shares
sold
Investor
Class
6,803
11,433
Advisor
Class
196
678
I
Class
6,649
12,120
Z
Class
27,779
33,403
Distributions
reinvested
Investor
Class
–
2,210
Advisor
Class
–
156
I
Class
–
2,936
Z
Class
–
17,301
Shares
redeemed
Investor
Class
(10,952)
(31,423)
Advisor
Class
(504)
(1,123)
I
Class
(12,954)
(29,344)
Z
Class
(38,438)
(84,680)
Decrease
in
shares
outstanding
(21,421)
(66,333)
T.
ROWE
PRICE
Value
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Value
Fund,
Inc. (the
fund) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act)
as a
diversified, open-end
management
investment
company. The
fund
seeks
to
provide
long-term
capital
appreciation
by
investing
in
common
stocks
believed
to
be
undervalued.
Income
is
a
secondary
objective.
The
fund
has four classes
of
shares:
the
Value
Fund
(Investor
Class),
the
Value
Fund–Advisor
Class
(Advisor
Class),
the
Value
Fund–I
Class
(I
Class)
and
the
Value
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.
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.
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. Distributions
from
REITs
are
initially
recorded
as
dividend
income
and,
to
the
extent
such
represent
a
return
of
capital
or
capital
gain
for
tax
purposes,
are
reclassified
when
such
information
becomes
available. 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
six
months ended
June
30,
2024,
the
fund
realized
$117,478,000 of
net
gain
on
$460,486,000
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
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.
Indemnification
In
the
normal
course
of
business, the
fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers,
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
NOTE
2
-
VALUATION
Fair
Value
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date. The fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee. The
Valuation
Designee provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1
–
quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
Level
2
–
inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
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
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.
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
June
30,
2024
(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.
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
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Common
Stocks
$
28,882,089
$
401,510
$
—
$
29,283,599
Short-Term
Investments
62,612
—
—
62,612
Securities
Lending
Collateral
54,695
—
—
54,695
Total
$
28,999,396
$
401,510
$
—
$
29,400,906
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
June
30,
2024,
the
value
of
loaned
securities
was
$52,739,000;
the
value
of
cash
collateral
and
related
investments
was
$54,695,000.
Other
Purchases
and
sales
of
portfolio
securities
other
than
in-kind
transactions,
if
any,
and short-term securities
aggregated $9,349,503,000 and
$9,476,196,000,
respectively,
for
the
six
months ended
June
30,
2024.
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.
Financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
amount
and
character
of
tax-basis
distributions
and
composition
of
net
assets
are
finalized
at
fiscal
year-end;
accordingly,
tax-basis
balances
have
not
been
determined
as
of
the
date
of
this
report.
At
June
30,
2024,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$24,870,759,000.
Net
unrealized
gain
aggregated
$4,530,040,000
at
period-end,
of
which
$5,158,295,000
related
to
appreciated
investments
and
$628,255,000
related
to
depreciated
investments.
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
0.27%
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 June
30,
2024,
the
effective
annual
group
fee
rate
was
0.29%. Effective
May
1,
2022,
Price
Associates
has
contractually
agreed,
at
least
through
February
28,
2027,
to
waive
a
portion
of
its
management
fee
so
that
an
individual
fund
fee
of 0.2295%
is
applied
to
the
fund’s
average
daily
net
assets
that
are
equal
to
or
greater
than $20 billion.
Thereafter,
this
agreement
will
automatically
renew
for
one-year
terms
unless
terminated
by
the
fund’s
Board.
Any
fees
waived
under
this
agreement
are
not
subject
to
reimbursement
to
Price
Associates
by
the
fund. The
total
management
fees
waived
were $1,803,000
and
allocated
ratably
in
the
amounts
of
$212,000
for
the
Investor
Class,
$15,000
for
the
Advisor
Class,
$262,000
for
the
I
Class,
and
$1,314,000
for
the
Z
Class,
for
the
six
months
ended
June
30,
2024.
The Investor
Class and Advisor
Class are
each
subject
to
a
contractual
expense
limitation
through
the
expense
limitation
dates
indicated
in
the
table
below.
This
agreement
will
continue
through
the
expense
limitation
dates
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
During
the
limitation
period,
Price
Associates
is required
to
waive
or
pay
any
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
non-recurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses)
that
would
otherwise
cause
the class's ratio
of
annualized
total
expenses
to
average
net
assets
(net
expense
ratio)
to
exceed
its
expense
limitation.
Each
class
is
required
to
repay
Price
Associates
for
expenses
previously
waived/paid
to
the
extent
the
class's net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the class's net
expense
ratio
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
expense
limitation
in
place
at
the
time
such
amounts
were
waived;
or
(2)
the class's
current
expense
limitation.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
The
I
Class
is
also
subject
to
an
operating
expense
limitation
(I
Class
Limit)
pursuant
to
which
Price
Associates
is
contractually
required
to
pay
all
operating
expenses
of
the
I
Class,
excluding
management
fees;
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage; non-recurring,
extraordinary expenses; and
acquired
fund
fees
and
expenses, to
the
extent
such
operating
expenses,
on
an
annualized
basis,
exceed
the
I
Class
Limit. This
agreement
will
continue
through
the
expense
limitation
date
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
The
I
Class
is
required
to
repay
Price
Associates
for
expenses
previously
paid
to
the
extent
the
class’s
net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the
class’s
operating
expenses
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
I
Class
Limit
in
place
at
the
time
such
amounts
were
paid;
or
(2)
the
current
I
Class
Limit.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
The
Z
Class
is
also
subject
to
a
contractual
expense
limitation
agreement
whereby
Price
Associates
has
agreed
to
waive
and/or
bear
all
of
the
Z
Class’
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
non-recurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses)
in
their
entirety.
This
fee
waiver
and/or
expense
reimbursement
arrangement
is
expected
to
remain
in
place
indefinitely,
and
the
agreement
may
only
be
amended
or
terminated
with
approval
by
the
fund’s
Board.
Expenses
of
the
fund
waived/paid
by
the
manager
are
not
subject
to
later
repayment
by
the
fund.
Pursuant
to
these
agreements,
expenses
were
waived/paid
by
and/or
repaid
to
Price
Associates
during
the
six
months ended June
30,
2024
as
indicated
in
the
table
below.
At
June
30,
2024,
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
six
months
ended
June
30,
2024,
expenses
incurred
pursuant
to
these
service
agreements
were
$60,000
for
Price
Associates;
$943,000
for
T.
Rowe
Price
Services,
Inc.;
and
$233,000
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).
Investor
Class
Advisor
Class
I
Class
Z
Class
Expense
limitation/I
Class
Limit
0.91%
1.17%
0.05%
0.00%
Expense
limitation
date
04/30/26
04/30/26
04/30/26
N/A
(Waived)/repaid
during
the
period
($000s)
$—
$—
$—
$(57,309)
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
six
months ended
June
30,
2024,
the
fund
was
charged $210,000 for
shareholder
servicing
costs
related
to
the
college
savings
plans, of
which
$109,000
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
June
30,
2024,
approximately
24%
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
June
30,
2024, 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.
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
six
months
ended
June
30,
2024,
the
fund
had
no
purchases
or
sales
cross
trades
with
other
funds
or
accounts
advised
by
Price
Associates.
NOTE
7
-
OTHER
MATTERS
Unpredictable environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict
(including
Russia’s
military
invasion
of
Ukraine
and
the
conflict
in
Israel,
Gaza
and
surrounding
areas),
terrorism,
geopolitical
developments
(including
trading
and
tariff
arrangements,
sanctions
and
cybersecurity
attacks),
and
public
health
epidemics
(including
the
global
outbreak
of
COVID-19)
and
similar
public
health
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
market
disruptions
cannot
be
predicted.
These
and
other
similar
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
fund’s
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events.
Management
actively
monitors
the
risks
and
financial
impacts
arising
from
such
events.
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
Each
year,
the
fund’s
Board
of
Directors
(Board)
considers
the
continuation
of
the
investment
management
agreement
(Advisory
Contract)
between
the
fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser).
In
that
regard,
at
a
meeting
held
on
March
11–12,
2024
(Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors
present
in
person
at
the
Meeting,
approved
the
continuation
of
the
fund’s
Advisory
Contract.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
the
approval
of
the
Advisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
by
independent
legal
counsel
from
whom
they
received
separate
legal
advice
and
with
whom
they
met
separately.
In
providing
information
to
the
Board,
the
Adviser
was
guided
by
a
detailed
set
of
requests
for
information
submitted
by
independent
legal
counsel
on
behalf
of
the
independent
directors.
In
considering
and
approving
the
continuation
of
the
Advisory
Contract,
the
Board
considered
the
information
it
believed
was
relevant,
including,
but
not
limited
to,
the
information
discussed
below.
The
Board
considered
not
only
the
specific
information
presented
in
connection
with
the
Meeting,
but
also
the
knowledge
gained
over
time
through
interaction
with
the
Adviser
about
various
topics.
The
Board
meets
regularly
and,
at
each
of
its
meetings,
covers
an
extensive
agenda
of
topics
and
materials
and
considers
factors
that
are
relevant
to
its
annual
consideration
of
the
renewal
of
the
T.
Rowe
Price
funds’
advisory
contracts,
including
performance
and
the
services
and
support
provided
to
the
funds
and
their
shareholders.
Services
Provided
by
the
Adviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser.
These
services
included,
but
were
not
limited
to,
directing
the
fund’s
investments
in
accordance
with
its
investment
program
and
the
overall
management
of
the
fund’s
portfolio,
as
well
as
a
variety
of
related
activities
such
as
financial,
investment
operations,
and
administrative
services;
compliance;
maintaining
the
fund’s
records
and
registrations;
and
shareholder
communications.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
senior
management
team
and
investment
personnel
involved
in
the
management
of
the
fund,
as
well
as
the
Adviser’s
compliance
record.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
nature,
quality,
and
extent
of
the
services
provided
by
the
Adviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract.
Investment
Performance
of
the
Fund
The
Board
took
into
account
discussions
with
the
Adviser
and
detailed
reports
that
it
regularly
receives
throughout
the
year
on
relative
and
absolute
performance
for
the
T.
Rowe
Price
funds.
In
connection
with
the
Meeting,
the
Board
reviewed
information
provided
by
the
Adviser
that
compared
the
fund’s
total
returns,
as
well
as
a
wide
variety
of
other
previously
agreed-upon
performance
measures
and
market
data,
against
relevant
benchmark
indexes
and
peer
groups
of
funds
with
similar
investment
programs
for
various
periods
through
December
31,
2023.
Additionally,
the
Board
reviewed
the
fund’s
relative
performance
information
as
of
September
30,
2023,
which
ranked
the
returns
of
the
fund’s
Investor
Class
for
various
periods
against
a
universe
of
funds
with
similar
investment
programs
selected
by
Broadridge,
an
independent
provider
of
mutual
fund
data.
In
the
course
of
its
deliberations,
the
Board
considered
performance
information
provided
throughout
the
year
and
in
connection
with
the
Advisory
Contract
review
at
the
Meeting,
as
well
as
information
provided
during
investment
review
meetings
conducted
with
portfolio
managers
and
senior
investment
personnel
during
the
course
of
the
year
regarding
the
fund’s
performance.
The
Board
also
considered
relevant
factors,
such
as
overall
market
conditions
and
trends
that
could
adversely
impact
the
fund’s
performance,
the
length
of
the
fund’s
performance
track
record,
and
how
closely
the
fund’s
strategies
align
with
its
benchmarks
and
peer
groups.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
fund’s
performance,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract.
Costs,
Benefits,
Profits,
and
Economies
of
Scale
The
Board
reviewed
detailed
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contract
and
other
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates)
may
have
realized
from
its
relationship
with
the
fund.
In
considering
soft-dollar
arrangements
pursuant
to
which
research
may
be
received
from
broker-dealers
that
execute
the
fund’s
portfolio
transactions,
the
Board
noted
that
during
2023
the
Adviser
paid
the
costs
of
research
services
for
all
client
accounts
that
it
advises,
including
the
T.
Rowe
Price
funds.
However,
effective
January
1,
2024,
the
Adviser
will
begin
using
brokerage
commissions
in
connection
with
certain
T.
Rowe
Price
funds’
securities
transactions
to
pay
for
research
when
permissible.
The
Board
received
information
on
the
estimated
costs
incurred
and
profits
realized
by
the
Adviser
from
managing
the
T.
Rowe
Price
funds.
The
Board
also
reviewed
estimates
of
the
profits
realized
from
managing
the
fund
in
particular,
and
the
Board
concluded
that
the
Adviser’s
profits
were
reasonable
in
light
of
the
services
provided
to
the
fund.
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
The
Board
also
considered
whether
the
fund
benefits
under
the
fee
levels
set
forth
in
the
Advisory
Contract
or
otherwise
from
any
economies
of
scale
realized
by
the
Adviser.
Under
the
Advisory
Contract,
the
fund
pays
a
fee
to
the
Adviser
for
investment
management
services
composed
of
two
components—a
group
fee
rate
based
on
the
combined
average
net
assets
of
most
of
the
T.
Rowe
Price
funds
(including
the
fund)
that
declines
at
certain
asset
levels
and
an
individual
fund
fee
rate
based
on
the
fund’s
average
daily
net
assets—and
the
fund
pays
its
own
expenses
of
operations.
The
group
fee
rate
decreases
as
total
T.
Rowe
Price
fund
assets
grow,
which
reduces
the
management
fee
rate
for
any
fund
that
has
a
group
fee
component
to
its
management
fee,
and
reflects
that
certain
resources
utilized
to
operate
the
fund
are
shared
with
other
T.
Rowe
Price
funds,
thus
allowing
shareholders
of
those
funds
to
share
potential
economies
of
scale.
The
fund’s
individual
fund
fee
contains
a
breakpoint
that
reduces
the
individual
fund
fee
rate
once
the
fund’s
assets
reach
a
certain
level
and
provides
additional
opportunities
for
sharing
potential
economies
of
scale.
The
fund’s
shareholders
also
benefit
from
potential
economies
of
scale
through
a
decline
in
certain
operating
expenses
as
the
fund
grows
in
size.
However,
the
fund
is
also
subject
to
contractual
expense
limitations
that
require
the
Adviser
to
waive
its
fees
and/or
bear
any
expenses
that
would
otherwise
cause
the
expenses
of
a
share
class
of
the
fund
to
exceed
a
certain
percentage
based
on
the
class’s
net
assets.
The
expense
limitations
mitigate
the
potential
for
an
increase
in
operating
expenses
above
a
certain
level
that
could
impact
shareholders.
The
fund
also
offers
a
Z
Class,
which
serves
as
an
underlying
investment
within
certain
T.
Rowe
Price
fund
of
funds
arrangements.
The
Adviser
waives
its
advisory
fee
on
the
Z
Class
and
waives
or
bears
the
Z
Class’s
other
operating
expenses,
with
certain
exceptions.
The
Board
considered
whether
the
advisory
fee
and
operating
expense
waivers
on
the
Z
Class
may
present
a
means
for
cross-
subsidization
of
the
Z
Class
by
other
share
classes
of
the
fund.
In
that
regard,
the
Board
noted
that
the
Z
Class
operating
expenses
are
largely
covered
by
the
all-inclusive
fees
charged
by
the
investing
T.
Rowe
Price
fund
of
funds
and
that
any
Z
Class
operating
expenses
not
covered
by
the
investing
T.
Rowe
Price
fund
of
funds’
fees
are
paid
by
the
Adviser
and
not
by
shareholders
of
any
other
share
class
of
the
fund.
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
In
addition,
the
Board
noted
that
the
fund
potentially
shares
in
indirect
economies
of
scale
through
the
Adviser’s
ongoing
investments
in
its
business
in
support
of
the
T.
Rowe
Price
funds,
including
investments
in
trading
systems,
technology,
and
regulatory
support
enhancements,
and
the
ability
to
possibly
negotiate
lower
fee
arrangements
with
third-party
service
providers.
The
Board
concluded
that
the
advisory
fee
structure
for
the
fund
provides
for
a
reasonable
sharing
of
benefits
from
any
economies
of
scale
with
the
fund’s
investors.
Fees
and
Expenses
The
Board
was
provided
with
information
regarding
industry
trends
in
management
fees
and
expenses.
Among
other
things,
the
Board
reviewed
data
for
peer
groups
that
were
compiled
by
Broadridge,
which
compared:
(i)
contractual
management
fees,
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Investor
Class
Expense
Group);
(ii)
actual
management
fees
and
total
expenses
of
the
Advisor
Class
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Advisor
Class
Expense
Group);
and
(iii)
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
the
fund
with
a
broader
set
of
funds
within
the
Lipper
investment
classification
(Expense
Universe).
The
Board
considered
the
fund’s
contractual
management
fee
rate,
actual
management
fee
rate
(which
reflects
the
management
fees
actually
received
from
the
fund
by
the
Adviser
after
any
applicable
waivers,
reductions,
or
reimbursements),
operating
expenses,
and
total
expenses
(which
reflect
the
net
total
expense
ratio
of
the
fund
after
any
waivers,
reductions,
or reimbursements)
in
comparison
with
the
information
for
the
Broadridge
peer
groups.
Broadridge
generally
constructed
the
peer
groups
by
seeking
the
most
comparable
funds
based
on
similar
investment
classifications
and
objectives,
expense
structure,
asset
size,
and
operating
components
and
attributes
and
ranked
funds
into
quintiles,
with
the
first
quintile
representing
the
funds
with
the
lowest
relative
expenses
and
the
fifth
quintile
representing
the
funds
with
the
highest
relative
expenses.
The
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
fourth
quintile
(Investor
Class
Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
third
quintile
(Investor
Class
Expense
Group),
fourth
quintile
(Advisor
Class
Expense
Group),
and
second
quintile
(Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
third
quintile
(Investor
Class
Expense
Group),
first
quintile
(Advisor
Class
Expense
Group),
and
second
quintile
(Expense
Universe).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
The
Board
also
reviewed
the
fee
schedules
for
other
investment
portfolios
with
similar
mandates
that
are
advised
or
subadvised
by
the
Adviser
and
its
affiliates,
including
separately
managed
accounts
for
institutional
and
individual
investors;
subadvised
funds;
and
other
sponsored
investment
portfolios,
including
collective
investment
trusts
and
pooled
vehicles
organized
and
offered
to
investors
outside
the
United
States.
Management
provided
the
Board
with
information
about
the
Adviser’s
responsibilities
and
services
provided
to
subadvisory
and
other
institutional
account
clients,
including
information
about
how
the
requirements
and
economics
of
the
institutional
business
are
fundamentally
different
from
those
of
the
proprietary
mutual
fund
business.
The
Board
considered
information
showing
that
the
Adviser’s
mutual
fund
business
is
generally
more
complex
from
a
business
and
compliance
perspective
than
its
institutional
account
business
and
considered
various
relevant
factors,
such
as
the
broader
scope
of
operations
and
oversight,
more
extensive
shareholder
communication
infrastructure,
greater
asset
flows,
heightened
business
risks,
and
differences
in
applicable
laws
and
regulations
associated
with
the
Adviser’s
proprietary
mutual
fund
business.
In
assessing
the
reasonableness
of
the
fund’s
management
fee
rate,
the
Board
considered
the
differences
in
the
nature
of
the
services
required
for
the
Adviser
to
manage
its
mutual
fund
business
versus
managing
a
discrete
pool
of
assets
as
a
subadviser
to
another
institution’s
mutual
fund
or
for
an
institutional
account
and
that
the
Adviser
generally
performs
significant
additional
services
and
assumes
greater
risk
in
managing
the
fund
and
other
T.
Rowe
Price
funds
than
it
does
for
institutional
account
clients,
including
subadvised
funds.
On
the
basis
of
the
information
provided
and
the
factors
considered,
the
Board
concluded
that
the
fees
paid
by
the
fund
under
the
Advisory
Contract
are
reasonable.
Approval
of
the
Advisory
Contract
As
noted,
the
Board
approved
the
continuation
of
the
Advisory
Contract.
No
single
factor
was
considered
in
isolation
or
to
be
determinative
to
the
decision.
Rather,
the
Board
concluded,
in
light
of
a
weighting
and
balancing
of
all
factors
considered,
that
it
was
in
the
best
interests
of
the
fund
and
its
shareholders
for
the
Board
to
approve
the
continuation
of
the
Advisory
Contract
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(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.
F107-051
8/24
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Remuneration paid to Directors is included in Item 7 of this Form N-CSR and/or the Statement of Additional Information.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
If applicable, see Item 7.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. 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 16. 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
(a)(1) The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant’s annual Form N-CSR.
(2) Listing standards relating to recovery of erroneously awarded compensation: Not applicable.
(3) 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.
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 Value Fund
| | | | |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | August 20, 2024 | | |
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 | | August 20, 2024 | | |
| | | | |
| By | | /s/ Alan S. Dupski | | |
| | Alan S. Dupski | | |
| | Principal Financial Officer | | |
| | |
| Date | | August 20, 2024 | | |
