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: 811-04519
T. Rowe Price Capital Appreciation 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, 2023
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Market
Commentary
Management’s
Discussion
of
Fund
Performance
Fund
Expense
Example
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
PRWCX
Capital
Appreciation
Fund
–
.
PACLX
Capital
Appreciation
Fund–
.
Advisor Class
TRAIX
Capital
Appreciation
Fund–
.
I Class
T.
ROWE
PRICE
Capital
Appreciation
Fund
Log
in
to
your
account
at
troweprice.com
for
more
information.
*
Certain
mutual
fund
accounts
that
are
assessed
an
annual
account
service
fee
can
also
save
money
by
switching
to
e-delivery.
T.
ROWE
PRICE
Capital
Appreciation
Fund
Market
Commentary
Dear
Shareholder
Most
major
global
stock
and
bond
indexes
produced
positive
returns
during
the
first
half
of
your
fund’s
fiscal
year,
the
six-month
period
ended
June
30,
2023.
Despite
turmoil
in
the
banking
sector
and
a
protracted
debt
ceiling
standoff,
markets
were
resilient
as
growth
remained
positive
in
the
major
economies
and
corporate
earnings
results
came
in
stronger
than
expected.
For
the
six-month
period,
the
technology-oriented
Nasdaq
Composite
Index
gained
more
than
30%,
the
strongest
result
of
the
major
benchmarks,
as
tech
companies
benefited
from
investor
enthusiasm
for
artificial
intelligence
applications.
Growth
stocks
outperformed
value
shares,
and
developed
market
stocks
generally
outpaced
their
emerging
market
counterparts.
Currency
movements
were
mixed
over
the
period,
although
a
weaker
dollar
versus
major
European
currencies
was
beneficial
for
U.S.
investors
in
European
securities.
Within
the
S&P
500
Index,
the
information
technology,
communication
services,
and
consumer
discretionary
sectors
were
all
lifted
by
the
tech
rally
and
recorded
significant
gains.
Conversely,
the
defensive
utilities
sector
had
the
weakest
returns
in
the
growth-focused
environment,
and
the
energy
sector
also
lost
ground
amid
declining
oil
prices.
The
financials
sector
partly
recovered
from
the
failure
of
three
large
regional
banks
during
the
period
but
still
finished
with
modest
losses.
Cheaper
oil
contributed
to
slowing
inflation,
although
core
inflation
readings—
which
exclude
volatile
food
and
energy
prices—remained
stubbornly
high.
In
response,
the
Federal
Reserve
raised
its
short-term
lending
benchmark
rate
to
a
target
range
of
5.00%
to
5.25%
by
early
May,
the
highest
level
since
2007.
The
Fed
held
rates
steady
at
its
June
meeting,
but
policymakers
indicated
that
two
more
rate
hikes
could
come
by
the
end
of
the
year.
In
the
fixed
income
market,
returns
were
generally
positive
across
most
sectors
as
investors
benefited
from
the
higher
interest
rates
that
have
become
available
over
the
past
year.
Investment-grade
corporate
bonds
were
supported
by
generally
solid
balance
sheets
and
were
among
the
strongest
performers.
Global
economies
and
markets
showed
surprising
resilience
in
recent
months,
but,
moving
into
the
second
half
of
2023,
we
believe
investors
could
face
potential
challenges.
The
impact
of
the
Fed’s
rate
hikes
has
yet
to
be
fully
felt
in
the
economy,
and
while
the
regional
banking
turmoil
appears
to
have
been
contained
by
the
swift
actions
of
regulators,
it
could
weigh
on
credit
conditions.
Moreover,
market
consensus
still
seems
to
point
to
a
coming
recession,
although
hopes
have
emerged
that
such
a
downturn
could
be
more
modest.
T.
ROWE
PRICE
Capital
Appreciation
Fund
We
believe
this
environment
makes
skilled
active
management
a
critical
tool
for
identifying
risks
and
opportunities,
and
our
investment
teams
will
continue
to
use
fundamental
research
to
identify
securities
that
can
add
value
to
your
portfolio
over
the
long
term.
You
may
notice
that
this
report
no
longer
contains
the
commentary
on
your
fund’s
performance
and
positioning
that
we
previously
included
in
the
semiannual
shareholder
letters.
The
Securities
and
Exchange
Commission
(SEC)
adopted
new
rules
in
January
that
will
require
fund
reports
to
transition
to
a
new
format
known
as
a
Tailored
Shareholder
Report.
This
change
will
require
a
much
more
concise
summary
of
performance
rather
than
the
level
of
detail
we
have
provided
historically
while
also
aiming
to
be
more
visually
engaging.
As
we
prepare
to
make
changes
to
the
annual
reports
to
meet
the
new
report
regulatory
requirements
by
mid-2024,
we
felt
the
time
was
right
to
discontinue
the
optional
six-month
semiannual
fund
letter
to
focus
on
the
changes
to
come.
While
semiannual
fund
letters
will
no
longer
be
produced,
you
may
continue
to
access
current
fund
information
as
well
as
insights
and
perspectives
from
our
investment
team
on
our
personal
investing
website.
Thank
you
for
your
continued
confidence
in
T.
Rowe
Price.
Sincerely,
Robert
Sharps
CEO
and
President
T.
ROWE
PRICE
Capital
Appreciation
Fund
Management’s
Discussion
of
Fund
Performance
SECTOR
DIVERSIFICATION
Percent
of
Net
Assets
12/31/22
6/30/23
Information
Technology
17.1%
16.7%
Health
Care
14.6
15.9
Industrials
and
Business
Services
10.5
9.0
Financials
6.8
7.5
Consumer
Discretionary
5.1
5.7
Utilities
3.2
5.0
Communication
Services
2.0
3.0
Energy
1.6
1.5
Materials
1.0
0.9
Consumer
Staples
0.3
0.6
Real
Estate
0.0
0.0
Other
and
Reserves
37.8
34.2
Total
100.0%
100.0%
Historical
weightings
reflect
current
industry/sector
classifications.
SECURITY
DIVERSIFICATION
Reserves
6%
Bonds
29
Options
-1
Common
and
Preferred
Stocks
66
Total
100%
Based
on
net
assets
as
of
6/30/23.
T.
ROWE
PRICE
Capital
Appreciation
Fund
PORTFOLIO
HIGHLIGHTS
TWENTY-FIVE
LARGEST
HOLDINGS
Percent
of
Net
Assets
6/30/23
U.S.
Treasury
Notes
8.0%
Microsoft
5.6
Apple
3.4
HUB
International
3.4
Amazon.com
2.8
UnitedHealth
Group
2.7
Alphabet
2.4
Yum!
Brands
2.4
Fortive
2.3
Danaher
2.2
Becton,
Dickinson
&
Company
2.1
Intercontinental
Exchange
2.0
Revvity
1.9
TRP
Inst
Floating
Rate
-
Inst
1.5
Waste
Connections
1.5
Ameren
1.4
Ingersoll-Rand
1.4
NXP
Semiconductors
1.4
NVIDIA
1.4
Roper
Technologies
1.3
XCEL
Energy
1.2
Thermo
Fisher
Scientific
1.2
MasterCard
1.2
Exelon
1.1
CCO
Holdings
LLC
/
CCO
Holdings
Capital
1.1
Total
56.9%
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
Capital
Appreciation
Fund
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
three
share
classes:
The
original
share
class
(Investor
Class)
charges
no
distribution
and
service
(12b-1)
fee,
the
Advisor
Class
shares
are
offered
only
through
unaffiliated
brokers
and
other
financial
intermediaries
and
charge
a
0.25%
12b-1
fee,
and
I
Class
shares
are
available
to
institutionally
oriented
clients
and
impose
no
12b-1
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.
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.
T.
ROWE
PRICE
Capital
Appreciation
Fund
CAPITAL
APPRECIATION
FUND
Beginning
Account
Value
1/1/23
Ending
Account
Value
6/30/23
Expenses
Paid
During
Period*
1/1/23
to
6/30/23
Investor
Class
Actual
$1,000.00
$1,113.00
$3.67
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,021.32
3.51
Advisor
Class
Actual
1,000.00
1,111.60
5.03
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,020.03
4.81
I
Class
Actual
1,000.00
1,113.70
3.04
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,021.92
2.91
*
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
(181),
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
0.70%,
the
2
Advisor Class
was
0.96%,
and
the
3
I Class
was
0.58%.
FUND
EXPENSE
EXAMPLE
(CONTINUED)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Investor
Class
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
NET
ASSET
VALUE
Beginning
of
period
$
29
.73
$
36
.96
$
34
.11
$
31
.22
$
26
.53
$
28
.28
Investment
activities
Net
investment
income
(1)(2)
0
.37
0
.49
0
.35
0
.40
0
.49
0
.72
(3)
Net
realized
and
unrealized
gain/loss
2
.99
(
4
.91
)
5
.91
5
.21
6
.02
(
0
.49
)
Total
from
investment
activities
3
.36
(
4
.42
)
6
.26
5
.61
6
.51
0
.23
Distributions
Net
investment
income
—
(
0
.47
)
(
0
.35
)
(
0
.40
)
(
0
.48
)
(
0
.67
)
Net
realized
gain
—
(
2
.34
)
(
3
.06
)
(
2
.32
)
(
1
.34
)
(
1
.31
)
Total
distributions
—
(
2
.81
)
(
3
.41
)
(
2
.72
)
(
1
.82
)
(
1
.98
)
NET
ASSET
VALUE
End
of
period
$
33
.09
$
29
.73
$
36
.96
$
34
.11
$
31
.22
$
26
.53
T.
ROWE
PRICE
Capital
Appreciation
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
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
Ratios/Supplemental
Data
Total
return
(2)(4)
11
.30
%
(
11
.94
)
%
18
.53
%
18
.16
%
24
.61
%
0
.62
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
(5)
0
.73
%
(6)
0
.73
%
0
.70
%
0
.70
%
0
.70
%
0
.71
%
Net
expenses
after
waivers/payments
by
Price
Associates
0
.70
%
(6)
0
.71
%
0
.68
%
0
.69
%
0
.70
%
0
.71
%
Net
investment
income
2
.40
%
(6)
1
.45
%
0
.95
%
1
.26
%
1
.61
%
2
.49
%
(3)
Portfolio
turnover
rate
36
.3
%
83
.9
%
47
.8
%
87
.3
%
44
.8
%
65
.2
%
Net
assets,
end
of
period
(in
millions)
$29,358
$26,104
$40,460
$35,253
$30,822
$24,535
0
%
0
%
0
%
0
%
0
%
0
%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
7
for
details
of
expense-related
arrangements
with
Price
Associates.
(3)
Reflects
a
special
dividend
which
amounted
to
$0.29
per
share
and
1.00%
of
average
net
assets.
(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)
See
Note
7
.
Prior
to
12/31/19,
the
gross
expense
ratios
presented
are
net
of
a
management
fee
waiver
in
effect
during
the
period,
as
applicable.
(6)
Annualized
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Advisor
Class
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
NET
ASSET
VALUE
Beginning
of
period
$
29
.30
$
36
.49
$
33
.70
$
30
.88
$
26
.27
$
27
.99
Investment
activities
Net
investment
income
(1)(2)
0
.33
0
.40
0
.24
0
.31
0
.40
0
.63
(3)
Net
realized
and
unrealized
gain/loss
2
.94
(
4
.85
)
5
.84
5
.13
5
.94
(
0
.47
)
Total
from
investment
activities
3
.27
(
4
.45
)
6
.08
5
.44
6
.34
0
.16
Distributions
Net
investment
income
—
(
0
.40
)
(
0
.23
)
(
0
.30
)
(
0
.39
)
(
0
.57
)
Net
realized
gain
—
(
2
.34
)
(
3
.06
)
(
2
.32
)
(
1
.34
)
(
1
.31
)
Total
distributions
—
(
2
.74
)
(
3
.29
)
(
2
.62
)
(
1
.73
)
(
1
.88
)
NET
ASSET
VALUE
End
of
period
$
32
.57
$
29
.30
$
36
.49
$
33
.70
$
30
.88
$
26
.27
T.
ROWE
PRICE
Capital
Appreciation
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
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
Ratios/Supplemental
Data
Total
return
(2)(4)
11
.16
%
(
12
.18
)
%
18
.22
%
17
.80
%
24
.20
%
0
.38
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
(5)
0
.98
%
(6)
0
.99
%
0
.99
%
1
.00
%
0
.99
%
1
.00
%
Net
expenses
after
waivers/payments
by
Price
Associates
0
.96
%
(6)
0
.97
%
0
.97
%
0
.99
%
0
.99
%
1
.00
%
Net
investment
income
2
.14
%
(6)
1
.22
%
0
.66
%
0
.97
%
1
.32
%
2
.20
%
(3)
Portfolio
turnover
rate
36
.3
%
83
.9
%
47
.8
%
87
.3
%
44
.8
%
65
.2
%
Net
assets,
end
of
period
(in
millions)
$720
$654
$795
$770
$866
$788
0
%
0
%
0
%
0
%
0
%
0
%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
7
for
details
of
expense-related
arrangements
with
Price
Associates.
(3)
Reflects
a
special
dividend
which
amounted
to
$0.29
per
share
and
1.02%
of
average
net
assets.
(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)
See
Note
7
.
Prior
to
12/31/19,
the
gross
expense
ratios
presented
are
net
of
a
management
fee
waiver
in
effect
during
the
period,
as
applicable.
(6)
Annualized
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
I
Class
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
NET
ASSET
VALUE
Beginning
of
period
$
29
.72
$
36
.99
$
34
.14
$
31
.24
$
26
.55
$
28
.29
Investment
activities
Net
investment
income
(1)(2)
0
.39
0
.56
0
.40
0
.44
0
.52
0
.77
(3)
Net
realized
and
unrealized
gain/loss
2
.99
(
4
.95
)
5
.91
5
.22
6
.02
(
0
.50
)
Total
from
investment
activities
3
.38
(
4
.39
)
6
.31
5
.66
6
.54
0
.27
Distributions
Net
investment
income
—
(
0
.54
)
(
0
.40
)
(
0
.44
)
(
0
.51
)
(
0
.70
)
Net
realized
gain
—
(
2
.34
)
(
3
.06
)
(
2
.32
)
(
1
.34
)
(
1
.31
)
Total
distributions
—
(
2
.88
)
(
3
.46
)
(
2
.76
)
(
1
.85
)
(
2
.01
)
NET
ASSET
VALUE
End
of
period
$
33
.10
$
29
.72
$
36
.99
$
34
.14
$
31
.24
$
26
.55
T.
ROWE
PRICE
Capital
Appreciation
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
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
Ratios/Supplemental
Data
Total
return
(2)(4)
11
.37
%
(
11
.84
)
%
18
.67
%
18
.31
%
24
.70
%
0
.76
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
(5)
0
.60
%
(6)
0
.60
%
0
.59
%
0
.59
%
0
.60
%
0
.59
%
Net
expenses
after
waivers/payments
by
Price
Associates
0
.58
%
(6)
0
.58
%
0
.57
%
0
.58
%
0
.59
%
0
.59
%
Net
investment
income
2
.52
%
(6)
1
.67
%
1
.06
%
1
.37
%
1
.70
%
2
.65
%
(3)
Portfolio
turnover
rate
36
.3
%
83
.9
%
47
.8
%
87
.3
%
44
.8
%
65
.2
%
Net
assets,
end
of
period
(in
millions)
$21,572
$18,698
$12,654
$8,901
$6,246
$3,696
0
%
0
%
0
%
0
%
0
%
0
%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
7
for
details
of
expense-related
arrangements
with
Price
Associates.
(3)
Reflects
a
special
dividend
which
amounted
to
$0.30
per
share
and
1.04%
of
average
net
assets.
(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)
See
Note
7
.
Prior
to
12/31/19,
the
gross
expense
ratios
presented
are
net
of
a
management
fee
waiver
in
effect
during
the
period,
as
applicable.
(6)
Annualized
T.
ROWE
PRICE
Capital
Appreciation
Fund
June
30,
2023
(Unaudited)
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
ASSET-BACKED
SECURITIES
0.1%
Domino's
Pizza
Master
Issuer
Series 2017-1A,
Class
A23
4.118%,
7/25/47 (1)
22,496,493
20,705
Domino's
Pizza
Master
Issuer
Series 2019-1A,
Class
A2
3.668%,
10/25/49 (1)
17,971,313
15,703
Total
Asset-Backed
Securities
(Cost
$40,269)
36,408
BANK
LOANS
9.7%
(2)
1011778
B.C.,
FRN
1M
USD
LIBOR
+
1.75%,
6.943%,
11/19/26 (3)
9,564,332
9,488
ADMI,
FRN
1M
USD
LIBOR
+
3.00%,
8.217%,
4/30/25 (3)
30,870,135
29,578
ADMI,
FRN
1M
USD
LIBOR
+
3.38%,
8.592%,
12/23/27
56,820,345
53,340
ADMI,
FRN
1M
USD
LIBOR
+
3.75%,
8.967%,
12/23/27
138,195,541
128,809
Alliant
Holdings
Intermediate,
FRN
1M
TSFR
+
3.50%,
8.647%,
11/5/27
79,149,786
78,589
Alliant
Holdings
Intermediate,
FRN
1M
USD
LIBOR
+
3.50%,
8.65%,
11/5/27
210,260,504
208,833
Applied
Systems,
FRN
1M
TSFR
+
4.50%,
9.742%,
9/18/26
286,624,792
286,894
Applied
Systems,
FRN
1M
TSFR
+
6.75%,
11.992%,
9/17/27
54,909,406
54,876
AssuredPartners,
FRN
1M
TSFR
+
3.50%,
8.602%,
2/12/27 (3)
8,996,084
8,906
AssuredPartners,
FRN
1M
USD
LIBOR
+
3.50%,
8.717%,
2/12/27 (3)
5,279,312
5,222
AssuredPartners,
FRN
1M
USD
LIBOR
+
3.50%,
8.717%,
2/12/27
3,514,935
3,483
AthenaHealth
Group,
FRN
1M
TSFR
+
3.50%,
8.031%,
2/15/29 (4)
191,364,134
183,949
Avantor
Funding,
FRN
1M
TSFR
+
2.25%,
7.452%,
11/8/27 (3)
54,410,873
54,351
Azalea
Topco,
FRN
1M
TSFR
+
3.75%,
8.952%,
7/24/26
33,913,884
32,896
Azalea
Topco,
FRN
1M
USD
LIBOR
+
3.50%,
8.717%,
7/24/26 (3)
163,420,250
158,559
Azalea
Topco,
FRN
1M
USD
LIBOR
+
3.75%,
8.967%,
7/24/26 (3)
56,690,729
54,724
BroadStreet
Partners,
FRN
1M
TSFR
+
4.00%,
9.113%,
1/27/29
48,095,344
47,747
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
BroadStreet
Partners,
FRN
1M
USD
LIBOR
+
2.75%,
7.967%,
1/27/27
1,937,285
1,909
Charter
Communications
Operating,
FRN
1M
TSFR
+
1.75%,
6.795%,
4/30/25 (3)
48,691,218
48,636
Charter
Communications
Operating,
FRN
3M
TSFR
+
1.75%,
6.795%,
2/1/27
34,335,252
34,106
Filtration
Group,
FRN
1M
TSFR
+
4.25%,
9.454%,
10/21/28 (3)
150,832,180
150,644
Filtration
Group,
FRN
1M
USD
LIBOR
+
3.50%,
8.717%,
10/21/28 (3)
78,433,411
78,069
Filtration
Group,
FRN
3M
EURIBOR
+
4.25%,
7.385%,
10/21/28
(EUR)
66,585,492
71,614
Heartland
Dental,
FRN
1M
TSFR
+
5.00%,
10.102%,
4/28/28 (3)
160,966,943
155,064
Hilton
Worldwide
Finance,
FRN
3M
TSFR
+
1.75%,
6.939%,
6/22/26 (3)
128,692,862
128,497
Howden
Group
Holdings,
FRN
1M
USD
LIBOR
+
3.25%,
8.50%,
11/12/27
162,969,513
161,793
HUB
International,
FRN
1M
TSFR
+
4.00%,
9.072%,
11/10/29
44,564,879
44,496
HUB
International,
FRN
1M
TSFR
+
4.25%,
6/20/30 (3)
796,571,000
798,013
IRB
Holding,
FRN
1M
TSFR
+
3.00%,
8.202%,
12/15/27
123,740,247
122,774
Loire
Finco
Luxembourg,
FRN
1M
USD
LIBOR
+
3.00%,
8.102%,
4/21/27
109,297,514
105,609
Loire
Finco
Luxembourg,
FRN
1M
USD
LIBOR
+
3.50%,
8.602%,
4/21/27
21,306,020
20,640
Mileage
Plus
Holdings,
FRN
3M
USD
LIBOR
+
5.25%,
10.764%,
6/21/27
196,728,179
204,147
PetVet
Care
Centers,
FRN
1M
USD
LIBOR
+
3.25%,
8.443%,
2/14/25
48,379,674
46,928
PetVet
Care
Centers,
FRN
1M
USD
LIBOR
+
3.50%,
8.693%,
2/14/25
53,362,638
52,149
PetVet
Care
Centers,
FRN
3M
USD
LIBOR
+
2.75%,
7.943%,
2/14/25
11,403,749
11,007
PetVet
Care
Centers,
FRN
3M
USD
LIBOR
+
6.25%,
11.443%,
2/13/26
3,982,000
3,624
Quartz
Acquireco,
FRN
1M
TSFR
+
3.50%,
4/13/30 (3)(5)
9,587,082
9,575
RealPage,
FRN
1M
USD
LIBOR
+
3.00%,
8.217%,
4/24/28
184,471,036
180,275
RealPage,
FRN
1M
USD
LIBOR
+
6.50%,
11.654%,
4/23/29
6,300,000
6,085
Ryan
Specialty,
FRN
1M
TSFR
+
3.00%,
8.202%,
9/1/27
36,563,830
36,484
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
SBA
Senior
Finance
II,
FRN
1M
USD
LIBOR
+
1.75%,
6.95%,
4/11/25 (3)
74,423,158
74,390
SkyMiles
IP,
FRN
3M
TSFR
+
3.75%,
8.798%,
10/20/27
60,194,396
62,465
Sophia,
FRN
1M
TSFR
+
4.25%,
9.352%,
10/7/27
21,403,056
21,162
Sophia,
FRN
3M
USD
LIBOR
+
3.50%,
9.038%,
10/7/27
71,352,239
70,505
Storable,
FRN
1M
TSFR
+
3.50%,
8.679%,
4/17/28
25,547,417
24,834
Sunshine
Luxembourg
VII,
FRN
3M
USD
LIBOR
+
3.75%,
9.092%,
10/1/26
118,023,741
117,242
Trans
Union,
FRN
1M
TSFR
+
1.75%,
6.952%,
11/16/26 (3)
31,863,117
31,748
UKG,
FRN
3M
USD
LIBOR
+
3.25%,
8.618%,
5/4/26
391,380,566
383,674
USI,
FRN
1M
TSFR
+
3.75%,
8.992%,
11/22/29
165,009,686
164,597
USI,
FRN
3M
TSFR
+
3.25%,
8.788%,
12/2/26
182,667,722
182,410
Woof
Holdings,
FRN
3M
USD
LIBOR
+
3.75%,
8.954%,
12/21/27 (5)
15,433,132
15,086
Total
Bank
Loans
(Cost
$5,021,190)
5,020,495
BOND
MUTUAL
FUNDS
1.5%
T.
Rowe
Price
Institutional
Floating
Rate
Fund
–
Institutional
Class,
8.76% (6)(7)
85,163,196
793,721
Total
Bond
Mutual
Funds
(Cost
$824,415)
793,721
COMMON
STOCKS
65.6%
COMMUNICATION
SERVICES
3.0%
Interactive
Media
&
Services
3.0%
Alphabet,
Class
A (8)(9)
10,534,448
1,260,973
Meta
Platforms,
Class
A (8)(9)
995,085
285,570
Total
Communication
Services
1,546,543
CONSUMER
DISCRETIONARY
5.7%
Automobile
Components
0.3%
Mobileye
Global,
Class
A (8)
3,901,371
149,891
149,891
Broadline
Retail
2.8%
Amazon.com (8)(9)
11,047,154
1,440,107
1,440,107
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Hotels,
Restaurants
&
Leisure
2.6%
Hilton
Worldwide
Holdings (9)
2,401,611
349,554
Starbucks (9)
970,100
96,098
Yum!
Brands (9)
6,546,928
907,077
1,352,729
Total
Consumer
Discretionary
2,942,727
CONSUMER
STAPLES
0.6%
Beverages
0.6%
Keurig
Dr
Pepper (9)
9,975,481
311,933
Total
Consumer
Staples
311,933
ENERGY
0.9%
Oil,
Gas
&
Consumable
Fuels
0.9%
Canadian
Natural
Resources
6,107,290
343,596
EOG
Resources
1,240,605
141,975
Total
Energy
485,571
FINANCIALS
7.4%
Banks
0.9%
PNC
Financial
Services
Group (9)
3,753,393
472,740
472,740
Capital
Markets
3.5%
Goldman
Sachs
Group
1,031,200
332,603
Intercontinental
Exchange (9)
8,881,742
1,004,348
KKR (9)
6,213,967
347,982
S&P
Global (9)
364,190
146,000
1,830,933
Financial
Services
2.2%
Mastercard,
Class
A (9)
1,570,200
617,560
Visa,
Class
A (9)
2,240,500
532,074
1,149,634
Insurance
0.8%
Marsh
&
McLennan (9)
2,167,252
407,617
407,617
Total
Financials
3,860,924
HEALTH
CARE
15.1%
Biotechnology
1.0%
AbbVie (9)
3,843,628
517,852
517,852
Health
Care
Equipment
&
Supplies
4.2%
Baxter
International (9)
5,312,860
242,054
Becton
Dickinson
&
Company (9)
4,015,744
1,060,196
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
GE
HealthCare
Technologies (9)
2,008,090
163,137
Stryker (9)
705,500
215,241
Teleflex
2,051,997
496,645
2,177,273
Health
Care
Providers
&
Services
2.8%
Humana
29,383
13,138
UnitedHealth
Group (9)
2,939,367
1,412,777
1,425,915
Life
Sciences
Tools
&
Services
6.3%
Avantor (8)
24,557,751
504,416
Danaher (9)
4,729,594
1,135,103
Revvity (9)
8,071,995
958,872
Thermo
Fisher
Scientific (9)
1,207,087
629,798
3,228,189
Pharmaceuticals
0.8%
Eli
Lilly
844,600
396,100
396,100
Total
Health
Care
7,745,329
INDUSTRIALS
&
BUSINESS
SERVICES
8.6%
Commercial
Services
&
Supplies
1.5%
Waste
Connections
5,276,112
754,115
754,115
Industrial
Conglomerates
1.9%
General
Electric (9)
2,422,852
266,150
Roper
Technologies (9)
1,448,522
696,450
962,600
Machinery
3.6%
Fortive (9)
15,671,743
1,171,776
Ingersoll
Rand (9)
10,906,532
712,851
1,884,627
Professional
Services
1.6%
Equifax (9)
1,888,144
444,280
TransUnion (9)
4,662,764
365,234
809,514
Total
Industrials
&
Business
Services
4,410,856
INFORMATION
TECHNOLOGY
15.2%
Electronic
Equipment,
Instruments
&
Components
1.1%
TE
Connectivity (9)
1,125,110
157,696
Teledyne
Technologies (8)(9)
1,009,064
414,836
572,532
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Semiconductors
&
Semiconductor
Equipment
3.6%
NVIDIA
1,648,600
697,391
NXP
Semiconductors (9)
3,472,998
710,853
Texas
Instruments (9)
2,522,229
454,052
1,862,296
Software
7.1%
Aurora
Innovation (8)
34,667,381
101,922
Black
Knight (8)
4,332,938
258,806
Microsoft (9)
8,425,227
2,869,127
PTC (8)
202,448
28,808
Salesforce (8)(9)
2,037,748
430,495
3,689,158
Technology
Hardware,
Storage
&
Peripherals
3.4%
Apple (9)
9,105,738
1,766,240
1,766,240
Total
Information
Technology
7,890,226
MATERIALS
0.9%
Chemicals
0.9%
Linde (9)
1,225,622
467,060
Total
Materials
467,060
UTILITIES
4.3%
Electric
Utilities
2.3%
Exelon (9)
13,632,342
555,381
Xcel
Energy
10,187,209
633,339
1,188,720
Multi-Utilities
2.0%
Ameren
9,134,843
746,043
DTE
Energy
2,684,214
295,317
1,041,360
Total
Utilities
2,230,080
Total
Miscellaneous
Common
Stocks
3.9% (10)
2,033,172
Total
Common
Stocks
(Cost
$24,576,209)
33,924,421
CONVERTIBLE
PREFERRED
STOCKS
0.2%
INFORMATION
TECHNOLOGY
0.2%
Software
0.2%
Waymo,
Series
A-2,
Acquisition
Date:
5/8/20,
Cost $183,922 (5)
(8)(11)
2,141,932
81,693
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Waymo,
Series
B-2,
Acquisition
Date:
6/11/21,
Cost $16,282 (5)
(8)(11)
177,514
6,771
Total
Information
Technology
88,464
Total
Convertible
Preferred
Stocks
(Cost
$200,204)
88,464
CORPORATE
BONDS
9.4%
Alliant
Holdings
Intermediate,
4.25%,
10/15/27 (1)
14,533,000
13,407
Alliant
Holdings
Intermediate,
5.875%,
11/1/29 (1)
22,668,000
19,919
Alliant
Holdings
Intermediate,
6.75%,
10/15/27 (1)
74,350,000
69,889
Alliant
Holdings
Intermediate,
6.75%,
4/15/28 (1)
162,272,000
159,635
AmWINS
Group,
4.875%,
6/30/29 (1)
20,805,000
18,751
Avantor
Funding,
3.875%,
11/1/29 (1)
97,386,000
85,091
Avantor
Funding,
4.625%,
7/15/28 (1)
105,437,000
97,661
Black
Knight
InfoServ,
3.625%,
9/1/28 (1)
10,398,000
9,306
Booz
Allen
Hamilton,
3.875%,
9/1/28 (1)
26,906,000
24,283
Booz
Allen
Hamilton,
4.00%,
7/1/29 (1)
16,051,000
14,306
BroadStreet
Partners,
5.875%,
4/15/29 (1)
29,902,000
26,015
CCO
Holdings,
5.00%,
2/1/28 (1)
252,238,000
229,852
CCO
Holdings,
5.125%,
5/1/27 (1)
321,632,000
299,118
CCO
Holdings,
5.50%,
5/1/26 (1)
12,750,000
12,431
Cedar
Fair,
5.25%,
7/15/29
75,398,000
68,612
Cedar
Fair,
5.375%,
4/15/27
95,041,000
90,051
Cedar
Fair,
5.50%,
5/1/25 (1)
59,601,000
59,080
Cedar
Fair,
6.50%,
10/1/28
64,276,000
62,669
Charles
River
Laboratories
International,
3.75%,
3/15/29 (1)
45,887,000
40,208
Charles
River
Laboratories
International,
4.00%,
3/15/31 (1)
30,433,000
26,324
Charles
River
Laboratories
International,
4.25%,
5/1/28 (1)
12,219,000
11,150
Clarios
Global,
6.25%,
5/15/26 (1)
21,486,000
21,271
Clarios
Global,
6.75%,
5/15/25 (1)
15,558,000
15,539
Clarios
Global,
8.50%,
5/15/27 (1)
76,610,000
76,801
Clarivate
Science
Holdings,
3.875%,
7/1/28 (1)
10,532,000
9,295
Clarivate
Science
Holdings,
4.875%,
7/1/29 (1)
7,515,000
6,641
Crowdstrike
Holdings,
3.00%,
2/15/29
5,749,000
4,958
Delta
Air
Lines,
4.75%,
10/20/28 (1)
37,425,000
36,267
Entegris
Escrow,
4.75%,
4/15/29 (1)
18,404,000
17,093
Gartner,
3.625%,
6/15/29 (1)
29,541,000
25,922
Gartner,
3.75%,
10/1/30 (1)
12,944,000
11,261
Gartner,
4.50%,
7/1/28 (1)
9,226,000
8,603
General
Electric,
Series D,
FRN,
3M
USD
LIBOR
+
3.33%,
8.882% (12)
116,598,000
116,598
GFL
Environmental,
4.00%,
8/1/28 (1)
20,564,000
18,302
GFL
Environmental,
4.375%,
8/15/29 (1)
19,189,000
17,078
GFL
Environmental,
4.75%,
6/15/29 (1)
48,007,000
43,806
Heartland
Dental,
8.50%,
5/1/26 (1)
65,911,000
59,649
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Heartland
Dental,
10.50%,
4/30/28 (1)
47,873,000
47,574
Hilton
Domestic
Operating,
3.625%,
2/15/32 (1)
50,427,000
42,043
Hilton
Domestic
Operating,
3.75%,
5/1/29 (1)
40,559,000
35,945
Hilton
Domestic
Operating,
4.00%,
5/1/31 (1)
47,659,000
41,284
Hilton
Domestic
Operating,
4.875%,
1/15/30
31,901,000
29,748
Hilton
Domestic
Operating,
5.375%,
5/1/25 (1)
20,828,000
20,568
Hilton
Domestic
Operating,
5.75%,
5/1/28 (1)
47,494,000
46,663
Hilton
Worldwide
Finance,
4.875%,
4/1/27
14,587,000
14,168
Hologic,
3.25%,
2/15/29 (1)
23,573,000
20,508
Howmet
Aerospace,
3.00%,
1/15/29
21,568,000
18,791
Howmet
Aerospace,
5.90%,
2/1/27
3,203,000
3,223
HUB
International,
5.625%,
12/1/29 (1)
34,657,000
31,061
HUB
International,
7.00%,
5/1/26 (1)
324,575,000
322,952
HUB
International,
7.25%,
6/15/30 (1)
532,125,000
548,089
Intercontinental
Exchange,
4.00%,
9/15/27
6,439,000
6,269
IQVIA,
5.00%,
5/15/27 (1)
14,625,000
14,095
IQVIA,
5.70%,
5/15/28 (1)
64,099,000
63,458
IQVIA,
6.50%,
5/15/30 (1)
15,969,000
16,149
KFC
Holding,
4.75%,
6/1/27 (1)
135,551,000
130,637
Korn
Ferry,
4.625%,
12/15/27 (1)
14,197,000
13,310
Lamar
Media,
3.625%,
1/15/31
4,650,000
3,918
Lamar
Media,
3.75%,
2/15/28
29,206,000
26,577
Lamar
Media,
4.875%,
1/15/29
5,216,000
4,857
Lennox
International,
3.00%,
11/15/23
6,420,000
6,343
Life
Time,
5.75%,
1/15/26 (1)
52,089,000
50,657
Live
Nation
Entertainment,
4.875%,
11/1/24 (1)
3,645,000
3,590
Mattel,
3.375%,
4/1/26 (1)
7,552,000
6,957
Mattel,
3.75%,
4/1/29 (1)
16,096,000
14,104
Mattel,
5.875%,
12/15/27 (1)
5,795,000
5,672
Mileage
Plus
Holdings,
6.50%,
6/20/27 (1)
53,362,230
53,496
Mirant,
EC,
7.90%,
7/15/09 (1)(5)(8)
16,000,000
—
MSCI,
3.25%,
8/15/33 (1)
25,206,000
20,070
MSCI,
3.625%,
9/1/30 (1)
63,407,000
54,372
MSCI,
3.625%,
11/1/31 (1)
39,028,000
32,979
MSCI,
3.875%,
2/15/31 (1)
44,676,000
38,589
MSCI,
4.00%,
11/15/29 (1)
36,940,000
33,200
PRA
Health
Sciences,
2.875%,
7/15/26 (1)
16,684,000
15,162
PTC,
4.00%,
2/15/28 (1)
6,340,000
5,849
Ryan
Specialty,
4.375%,
2/1/30 (1)
2,890,000
2,547
SBA
Communications,
3.125%,
2/1/29
48,386,000
41,007
SBA
Communications,
3.875%,
2/15/27
54,443,000
49,952
SBA
Tower
Trust,
6.599%,
1/15/28 (1)
2,575,000
2,614
Sensata
Technologies,
3.75%,
2/15/31 (1)
30,768,000
26,076
Sensata
Technologies,
4.00%,
4/15/29 (1)
39,128,000
34,726
Sensata
Technologies,
4.375%,
2/15/30 (1)
12,337,000
10,949
Sensata
Technologies,
5.00%,
10/1/25 (1)
23,800,000
23,175
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Sensata
Technologies,
5.625%,
11/1/24 (1)
6,670,000
6,620
Sensata
Technologies,
5.875%,
9/1/30 (1)
26,938,000
25,995
Service
Corp.
International,
3.375%,
8/15/30
25,751,000
21,470
Six
Flags
Entertainment,
5.50%,
4/15/27 (1)
115,949,000
109,572
Six
Flags
Theme
Parks,
7.00%,
7/1/25 (1)
29,908,000
30,132
Surgery
Center
Holdings,
10.00%,
4/15/27 (1)
29,147,000
29,803
Teleflex,
4.25%,
6/1/28 (1)
5,425,000
4,964
Teleflex,
4.625%,
11/15/27
31,460,000
29,651
TransDigm,
5.50%,
11/15/27
42,811,000
40,349
TransDigm,
6.25%,
3/15/26 (1)
39,745,000
39,546
TransDigm,
6.375%,
6/15/26
5,780,000
5,686
TransDigm
U.K.
Holdings,
6.875%,
5/15/26
6,624,000
6,558
U.S.
Airways
PTT,
Series 2012-2,
Class
A,
4.625%,
6/3/25
781,015
740
U.S.
Airways
PTT,
Series 2013-1,
Class
A,
3.95%,
11/15/25
4,506,809
4,214
United
Airlines
PTT,
Series 2012-1,
Class
A,
4.15%,
4/11/24
7,452,153
7,315
USI,
6.875%,
5/1/25 (1)
119,087,000
118,194
Vail
Resorts,
6.25%,
5/15/25 (1)
16,109,000
16,069
Yum!
Brands,
3.625%,
3/15/31
37,870,000
32,663
Yum!
Brands,
4.625%,
1/31/32
83,246,000
75,130
Yum!
Brands,
4.75%,
1/15/30 (1)
37,386,000
34,909
Yum!
Brands,
5.35%,
11/1/43
73,790,000
64,566
Yum!
Brands,
5.375%,
4/1/32
92,045,000
87,098
Yum!
Brands,
6.875%,
11/15/37
30,316,000
32,135
Total
Miscellaneous
Corporate
Bonds
0.1% (10)
54,347
Total
Corporate
Bonds
(Cost
$4,929,178)
4,838,541
PREFERRED
STOCKS
0.3%
FINANCIALS
0.0%
Financial
Services
0.0%
Charles
Schwab,
Series
D,
5.95% (12)
95,800
2,395
Total
Financials
2,395
UTILITIES
0.3%
Electric
Utilities
0.3%
CMS
Energy,
5.875%,
10/15/78
1,985,595
47,595
CMS
Energy,
5.875%,
3/1/79
1,798,769
43,800
SCE
Trust
IV,
Series
J,
VR,
5.375% (12)(13)
1,311,912
25,923
117,318
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Gas
&
Gas
Transmission
0.0%
NiSource,
Series
B,
VR,
6.50% (12)(13)
491,729
12,387
12,387
Total
Utilities
129,705
Total
Preferred
Stocks
(Cost
$142,095)
132,100
U.S.
GOVERNMENT
AGENCY
OBLIGATIONS
(EXCLUDING
MORTGAGE-BACKED)
7.9%
U.S.
Treasury
Obligations
7.9%
U.S.
Treasury
Notes,
2.75%,
8/15/32
359,823,700
329,913
U.S.
Treasury
Notes,
3.50%,
2/15/33
2,111,534,900
2,057,427
U.S.
Treasury
Notes,
4.125%,
11/15/32
1,679,757,300
1,716,765
4,104,105
Total
U.S.
Government
Agency
Obligations
(Excluding
Mortgage-Backed)
(Cost
$4,203,722)
4,104,105
SHORT-TERM
INVESTMENTS
7.9%
Money
Market
Funds
7.9%
T.
Rowe
Price
Government
Reserve
Fund,
5.13% (6)(14)
4,059,529,287
4,059,529
Total
Short-Term
Investments
(Cost
$4,059,529)
4,059,529
Total
Investments
in
Securities
102.6%
of
Net
Assets
(Cost
$43,996,811)
$
52,997,784
‡
Shares/Par
and
Notional
Amount
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Security
was
purchased
pursuant
to
Rule
144A
under
the
Securities
Act
of
1933
and
may
be
resold
in
transactions
exempt
from
registration
only
to
qualified
institutional
buyers.
Total
value
of
such
securities
at
period-end
amounts
to
$3,865,286
and
represents
7.5%
of
net
assets.
(2)
Bank
loan
positions
may
involve
multiple
underlying
tranches.
In
those
instances,
the
position
presented
reflects
the
aggregate
of
those
respective
underlying
tranches
and
the
rate
presented
reflects
the
weighted
average
rate
of
the
settled
positions.
(3)
All
or
a
portion
of
this
loan
is
unsettled
as
of
June
30,
2023.
The
interest
rate
for
unsettled
loans
will
be
determined
upon
settlement
after
period
end.
(4)
All
or
a
portion
of
the
position
represents
an
unfunded
commitment;
a
liability
to
fund
the
commitment
has
been
recognized.
The
fund's
total
unfunded
commitment
at
June
30,
2023,
was
$20,984
and
was
valued
at
$20,171
(0.0%
of
net
assets).
T.
ROWE
PRICE
Capital
Appreciation
Fund
.
.
.
.
.
.
.
.
.
.
(5)
See
Note
2.
Level
3
in
fair
value
hierarchy.
(6)
Affiliated
Companies
(7)
SEC
30-day
yield
(8)
Non-income
producing
(9)
All
or
a
portion
of
this
security
is
pledged
to
cover
or
as
collateral
for
written
call
options
at
June
30,
2023.
(10)
The
identity
of
certain
securities
has
been
concealed
to
protect
the
fund
while
it
completes
a
purchase
or
selling
program
for
the
securities.
(11)
Security
cannot
be
offered
for
public
resale
without
first
being
registered
under
the
Securities
Act
of
1933
and
related
rules
("restricted
security").
Acquisition
date
represents
the
day
on
which
an
enforceable
right
to
acquire
such
security
is
obtained
and
is
presented
along
with
related
cost
in
the
security
description.
The
fund
may
have
registration
rights
for
certain
restricted
securities.
Any
costs
related
to
such
registration
are
generally
borne
by
the
issuer.
The
aggregate
value
of
restricted
securities
(excluding
144A
holdings)
at
period
end
amounts
to
$88,464
and
represents
0.2%
of
net
assets.
(12)
Perpetual
security
with
no
stated
maturity
date.
(13)
Security
is
a
fix-to-float
security,
which
carries
a
fixed
coupon
until
a
certain
date,
upon
which
it
switches
to
a
floating
rate.
Reference
rate
and
spread
are
provided
if
the
rate
is
currently
floating.
(14)
Seven-day
yield
1M
TSFR
One
month
term
SOFR
(Secured
overnight
financing
rate)
1M
USD
LIBOR
One
month
USD
LIBOR
(London
interbank
offered
rate)
3M
EURIBOR
Three
month
EURIBOR
(Euro
interbank
offered
rate)
3M
TSFR
Three
month
term
SOFR
(Secured
overnight
financing
rate)
3M
USD
LIBOR
Three
month
USD
LIBOR
(London
interbank
offered
rate)
EC
Escrow
CUSIP;
represents
a
beneficial
interest
in
a
residual
pool
of
assets;
the
amount
and
timing
of
future
distributions,
if
any,
is
uncertain;
when
presented,
interest
rate
and
maturity
date
are
those
of
the
original
security.
EUR
Euro
FRN
Floating
Rate
Note
OTC
Over-the-counter
PTT
Pass-Through
Trust
VR
Variable
Rate;
rate
shown
is
effective
rate
at
period-end.
The
rates
for
certain
variable
rate
securities
are
not
based
on
a
published
reference
rate
and
spread
but
are
determined
by
the
issuer
or
agent
and
based
on
current
market
conditions.
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
OPTIONS
WRITTEN
(1.3)%
OTC
Options
Written
(1.3)%
Counterparty
Description
Contracts
Notional
Amount
$
Value
Citibank
AbbVie,
Call,
1/19/24
@
$155.00
3,998
53,865
(
654
)
Citibank
AbbVie,
Call,
1/19/24
@
$160.00
3,997
53,852
(
420
)
Citibank
AbbVie,
Call,
1/19/24
@
$170.00
5,094
68,631
(
204
)
JPMorgan
Chase
AbbVie,
Call,
1/19/24
@
$145.00
322
4,338
(
126
)
JPMorgan
Chase
AbbVie,
Call,
1/19/24
@
$150.00
322
4,338
(
83
)
JPMorgan
Chase
AbbVie,
Call,
1/19/24
@
$175.00
2,554
34,410
(
54
)
JPMorgan
Chase
AbbVie,
Call,
1/19/24
@
$180.00
3,828
51,575
(
59
)
JPMorgan
Chase
AbbVie,
Call,
1/19/24
@
$185.00
1,271
17,124
(
22
)
JPMorgan
Chase
AbbVie,
Call,
1/19/24
@
$195.00
1,271
17,124
(
6
)
JPMorgan
Chase
AbbVie,
Call,
1/19/24
@
$200.00
1,271
17,124
(
10
)
Citibank
Alphabet,
Class
A,
Call,
1/19/24
@
$102.50
3,109
37,215
(
7,026
)
Citibank
Alphabet,
Class
A,
Call,
1/19/24
@
$142.00
6,415
76,788
(
1,944
)
Wells
Fargo
Bank
Alphabet,
Class
A,
Call,
1/19/24
@
$120.00
11,767
140,851
(
12,914
)
Wells
Fargo
Bank
Amazon.com,
Call,
1/19/24
@
$107.50
3,812
49,693
(
11,236
)
Wells
Fargo
Bank
Amazon.com,
Call,
1/19/24
@
$110.00
7,625
99,400
(
21,026
)
Wells
Fargo
Bank
Amazon.com,
Call,
1/19/24
@
$115.00
14,862
193,741
(
35,334
)
Wells
Fargo
Bank
Amazon.com,
Call,
1/19/24
@
$120.00
3,809
49,654
(
7,742
)
Wells
Fargo
Bank
Amazon.com,
Call,
1/19/24
@
$132.50
9,629
125,524
(
12,470
)
Wells
Fargo
Bank
Amazon.com,
Call,
1/19/24
@
$135.00
6,452
84,108
(
7,549
)
UBS
Investment
Bank
Analog
Devices,
Call,
1/19/24
@
$200.00
1,606
31,286
(
2,248
)
UBS
Investment
Bank
Analog
Devices,
Call,
1/19/24
@
$210.00
322
6,273
(
309
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
UBS
Investment
Bank
Analog
Devices,
Call,
6/21/24
@
$210.00
322
6,273
(
523
)
UBS
Investment
Bank
Analog
Devices,
Call,
6/21/24
@
$220.00
322
6,273
(
404
)
JPMorgan
Chase
Apple,
Call,
1/19/24
@
$145.00
3,177
61,624
(
17,068
)
JPMorgan
Chase
Apple,
Call,
1/19/24
@
$150.00
6,354
123,249
(
31,468
)
JPMorgan
Chase
Apple,
Call,
1/19/24
@
$155.00
6,354
123,249
(
28,577
)
JPMorgan
Chase
Apple,
Call,
1/19/24
@
$180.00
9,581
185,843
(
23,114
)
JPMorgan
Chase
Apple,
Call,
1/19/24
@
$195.00
3,851
74,698
(
5,565
)
JPMorgan
Chase
Apple,
Call,
1/19/24
@
$200.00
3,208
62,226
(
3,657
)
JPMorgan
Chase
Apple,
Call,
1/19/24
@
$205.00
643
12,472
(
564
)
Citibank
Baxter
International,
Call,
1/19/24
@
$50.00
3,213
14,638
(
675
)
Goldman
Sachs
Becton
Dickinson
&
Company,
Call,
1/19/24
@
$270.00
1,923
50,769
(
2,500
)
Goldman
Sachs
Becton
Dickinson
&
Company,
Call,
1/19/24
@
$280.00
1,923
50,769
(
1,567
)
Goldman
Sachs
Becton
Dickinson
&
Company,
Call,
1/19/24
@
$290.00
1,261
33,292
(
593
)
Goldman
Sachs
Becton
Dickinson
&
Company,
Call,
1/19/24
@
$300.00
1,261
33,292
(
315
)
Wells
Fargo
Bank
CME
Group,
Call,
1/19/24
@
$190.00
471
8,727
(
398
)
Wells
Fargo
Bank
CME
Group,
Call,
1/19/24
@
$200.00
471
8,727
(
207
)
Wells
Fargo
Bank
CME
Group,
Call,
1/19/24
@
$210.00
470
8,709
(
98
)
JPMorgan
Chase
Danaher,
Call,
1/19/24
@
$290.00
3,172
76,128
(
848
)
JPMorgan
Chase
Danaher,
Call,
1/19/24
@
$300.00
625
15,000
(
103
)
JPMorgan
Chase
Danaher,
Call,
1/19/24
@
$310.00
625
15,000
(
66
)
JPMorgan
Chase
Danaher,
Call,
1/19/24
@
$320.00
625
15,000
(
42
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
Citibank
Equifax,
Call,
12/15/23
@
$220.00
2,955
69,531
(
8,629
)
Citibank
Equifax,
Call,
12/15/23
@
$230.00
1,038
24,424
(
2,294
)
Citibank
Equifax,
Call,
12/15/23
@
$240.00
3,600
84,708
(
5,850
)
Citibank
Equifax,
Call,
1/19/24
@
$230.00
322
7,577
(
758
)
Citibank
Equifax,
Call,
1/19/24
@
$240.00
321
7,553
(
615
)
JPMorgan
Chase
Exelon,
Call,
1/19/24
@
$45.00
18,205
74,167
(
1,547
)
JPMorgan
Chase
Exelon,
Call,
1/19/24
@
$47.00
4,322
17,608
(
194
)
JPMorgan
Chase
Exelon,
Call,
1/19/24
@
$50.00
4,683
19,079
(
94
)
JPMorgan
Chase
Exelon,
Call,
6/21/24
@
$47.00
643
2,620
(
80
)
Citibank
Fortive,
Call,
12/15/23
@
$75.00
643
4,808
(
325
)
Citibank
Fortive,
Call,
12/15/23
@
$80.00
643
4,808
(
172
)
Wells
Fargo
Bank
GE
HealthCare
Technologies,
Call,
1/19/24
@
$85.00
1,285
10,439
(
694
)
Wells
Fargo
Bank
GE
HealthCare
Technologies,
Call,
1/19/24
@
$90.00
3,851
31,286
(
1,309
)
Wells
Fargo
Bank
General
Electric,
Call,
1/19/24
@
$90.00
4,340
47,675
(
10,622
)
Wells
Fargo
Bank
General
Electric,
Call,
1/19/24
@
$95.00
4,340
47,676
(
8,875
)
Wells
Fargo
Bank
General
Electric,
Call,
1/19/24
@
$110.00
7,774
85,397
(
7,852
)
Wells
Fargo
Bank
General
Electric,
Call,
1/19/24
@
$115.00
7,774
85,397
(
5,811
)
Wells
Fargo
Bank
Hilton
Worldwide
Holdings,
Call,
1/19/24
@
$140.00
629
9,155
(
997
)
Wells
Fargo
Bank
Hilton
Worldwide
Holdings,
Call,
1/19/24
@
$145.00
3,666
53,359
(
4,656
)
Wells
Fargo
Bank
Hilton
Worldwide
Holdings,
Call,
1/19/24
@
$150.00
3,666
53,359
(
3,849
)
Wells
Fargo
Bank
Hilton
Worldwide
Holdings,
Call,
1/19/24
@
$155.00
1,912
27,829
(
1,444
)
Wells
Fargo
Bank
Hilton
Worldwide
Holdings,
Call,
1/19/24
@
$160.00
1,283
18,674
(
770
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
Goldman
Sachs
Ingersoll
Rand,
Call,
12/15/23
@
$60.00
2,521
16,477
(
2,218
)
Goldman
Sachs
Ingersoll
Rand,
Call,
12/15/23
@
$75.00
3,212
20,994
(
602
)
Citibank
Intercontinental
Exchange
,
Call,
1/19/24
@
$110.00
6,384
72,190
(
6,065
)
Citibank
Intercontinental
Exchange
,
Call,
1/19/24
@
$115.00
3,837
43,389
(
2,417
)
Citibank
Intercontinental
Exchange
,
Call,
1/19/24
@
$120.00
642
7,260
(
254
)
UBS
Investment
Bank
Intuit,
Call,
1/19/24
@
$480.00
642
29,416
(
2,308
)
Citibank
Keurig
Dr
Pepper,
Call,
1/19/24
@
$37.00
3,368
10,532
(
34
)
Citibank
Keurig
Dr
Pepper,
Call,
1/19/24
@
$40.00
3,368
10,532
(
8
)
UBS
Investment
Bank
KKR,
Call,
1/19/24
@
$55.00
6,389
35,778
(
3,769
)
Wells
Fargo
Bank
Linde,
Call,
1/19/24
@
$390.00
1,279
48,740
(
2,648
)
Wells
Fargo
Bank
Linde,
Call,
1/19/24
@
$395.00
321
12,233
(
565
)
Wells
Fargo
Bank
Linde,
Call,
1/19/24
@
$410.00
321
12,233
(
379
)
Goldman
Sachs
Marsh
&
McLennan,
Call,
7/21/23
@
$185.00
1,891
35,566
(
879
)
Goldman
Sachs
Marsh
&
McLennan,
Call,
7/21/23
@
$190.00
1,891
35,566
(
388
)
Goldman
Sachs
Marsh
&
McLennan,
Call,
7/21/23
@
$195.00
1,891
35,566
(
137
)
Goldman
Sachs
Marsh
&
McLennan,
Call,
7/21/23
@
$200.00
1,891
35,566
(
9
)
Goldman
Sachs
Marsh
&
McLennan,
Call,
1/19/24
@
$180.00
2,554
48,036
(
4,316
)
Goldman
Sachs
Marsh
&
McLennan,
Call,
1/19/24
@
$190.00
2,878
54,129
(
2,677
)
Goldman
Sachs
Marsh
&
McLennan,
Call,
1/19/24
@
$200.00
321
6,037
(
156
)
Goldman
Sachs
Mastercard,
Class
A,
Call,
1/19/24
@
$380.00
1,272
50,028
(
4,792
)
Goldman
Sachs
Mastercard,
Class
A,
Call,
1/19/24
@
$400.00
3,510
138,048
(
8,635
)
Goldman
Sachs
Mastercard,
Class
A,
Call,
1/19/24
@
$405.00
321
12,625
(
697
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
Goldman
Sachs
Mastercard,
Class
A,
Call,
1/19/24
@
$410.00
1,918
75,435
(
3,683
)
Goldman
Sachs
Mastercard,
Class
A,
Call,
1/19/24
@
$420.00
1,594
62,692
(
2,363
)
Goldman
Sachs
Mastercard,
Class
A,
Call,
1/19/24
@
$425.00
321
12,625
(
429
)
Goldman
Sachs
Mastercard,
Class
A,
Call,
1/19/24
@
$430.00
1,272
50,028
(
1,476
)
Barclays
Bank
Meta
Platforms,
Class
A,
Call,
1/19/24
@
$290.00
3,208
92,063
(
11,052
)
Bank
of
America
Microsoft,
Call,
1/19/24
@
$275.00
2,224
75,736
(
17,342
)
Bank
of
America
Microsoft,
Call,
1/19/24
@
$290.00
2,224
75,736
(
14,478
)
Bank
of
America
Microsoft,
Call,
1/19/24
@
$300.00
2,224
75,736
(
12,677
)
JPMorgan
Chase
Microsoft,
Call,
1/19/24
@
$300.00
9,507
323,751
(
54,190
)
UBS
Investment
Bank
Microsoft,
Call,
1/19/24
@
$360.00
1,284
43,725
(
2,539
)
UBS
Investment
Bank
Microsoft,
Call,
1/19/24
@
$375.00
1,284
43,725
(
1,801
)
Wells
Fargo
Bank
NXP
Semiconductors,
Call,
1/19/24
@
$170.00
1,866
38,193
(
8,145
)
Wells
Fargo
Bank
NXP
Semiconductors,
Call,
1/19/24
@
$180.00
3,771
77,185
(
13,689
)
Wells
Fargo
Bank
NXP
Semiconductors,
Call,
1/19/24
@
$185.00
3,771
77,185
(
12,312
)
Wells
Fargo
Bank
NXP
Semiconductors,
Call,
1/19/24
@
$190.00
2,554
52,275
(
7,522
)
Wells
Fargo
Bank
NXP
Semiconductors,
Call,
1/19/24
@
$195.00
3,771
77,185
(
9,937
)
Wells
Fargo
Bank
NXP
Semiconductors,
Call,
1/19/24
@
$200.00
2,554
52,275
(
6,002
)
Wells
Fargo
Bank
NXP
Semiconductors,
Call,
1/19/24
@
$210.00
643
13,161
(
1,177
)
Wells
Fargo
Bank
NXP
Semiconductors,
Call,
1/19/24
@
$220.00
643
13,161
(
900
)
Wells
Fargo
Bank
NXP
Semiconductors,
Call,
6/21/24
@
$220.00
482
9,866
(
1,080
)
JPMorgan
Chase
PNC
Financial
Services
Group,
Call,
1/19/24
@
$170.00
1,525
19,207
(
95
)
JPMorgan
Chase
PNC
Financial
Services
Group,
Call,
1/19/24
@
$175.00
2,478
31,210
(
93
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
JPMorgan
Chase
PNC
Financial
Services
Group,
Call,
1/19/24
@
$185.00
933
11,751
(
16
)
JPMorgan
Chase
PNC
Financial
Services
Group,
Call,
1/19/24
@
$190.00
933
11,751
(
16
)
JPMorgan
Chase
PNC
Financial
Services
Group,
Call,
1/19/24
@
$200.00
933
11,751
(
14
)
Citibank
Revvity,
Call,
9/15/23
@
$155.00
1,613
19,161
(
230
)
Citibank
Revvity,
Call,
9/15/23
@
$165.00
1,613
19,161
(
117
)
Citibank
Revvity,
Call,
9/15/23
@
$170.00
1,613
19,161
(
60
)
Citibank
Revvity,
Call,
9/15/23
@
$175.00
1,613
19,161
(
73
)
Citibank
Roper
Technologies,
Call,
8/18/23
@
$470.00
1,274
61,254
(
2,535
)
Citibank
Roper
Technologies,
Call,
8/18/23
@
$480.00
311
14,953
(
418
)
Citibank
Roper
Technologies,
Call,
8/18/23
@
$500.00
311
14,953
(
145
)
Citibank
Roper
Technologies,
Call,
8/18/23
@
$520.00
311
14,953
(
53
)
Citibank
Roper
Technologies,
Call,
8/18/23
@
$540.00
311
14,953
(
23
)
Citibank
Roper
Technologies,
Call,
2/16/24
@
$490.00
322
15,482
(
956
)
Citibank
Roper
Technologies,
Call,
2/16/24
@
$510.00
322
15,482
(
641
)
Bank
of
America
S&P
Global,
Call,
1/19/24
@
$370.00
429
17,198
(
2,115
)
Bank
of
America
S&P
Global,
Call,
1/19/24
@
$390.00
429
17,198
(
1,497
)
Bank
of
America
S&P
Global,
Call,
1/19/24
@
$400.00
429
17,198
(
1,216
)
Bank
of
America
S&P
Global,
Call,
1/19/24
@
$410.00
207
8,298
(
475
)
Bank
of
America
S&P
Global,
Call,
1/19/24
@
$420.00
429
17,198
(
774
)
Bank
of
America
S&P
Global,
Call,
1/19/24
@
$430.00
207
8,298
(
293
)
Bank
of
America
S&P
Global,
Call,
1/19/24
@
$450.00
207
8,298
(
156
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
Bank
of
America
S&P
Global,
Call,
1/19/24
@
$470.00
207
8,298
(
76
)
UBS
Investment
Bank
S&P
Global,
Call,
1/19/24
@
$400.00
321
12,869
(
910
)
UBS
Investment
Bank
S&P
Global,
Call,
1/19/24
@
$410.00
321
12,869
(
737
)
Goldman
Sachs
Salesforce,
Call,
1/19/24
@
$160.00
1,562
32,999
(
9,255
)
Goldman
Sachs
Salesforce,
Call,
1/19/24
@
$165.00
3,151
66,568
(
17,299
)
Goldman
Sachs
Salesforce,
Call,
1/19/24
@
$170.00
1,589
33,569
(
8,040
)
Goldman
Sachs
Salesforce,
Call,
1/19/24
@
$230.00
964
20,365
(
1,309
)
Goldman
Sachs
Salesforce,
Call,
1/19/24
@
$240.00
964
20,365
(
974
)
Goldman
Sachs
Salesforce,
Call,
6/21/24
@
$230.00
322
6,803
(
721
)
Goldman
Sachs
Salesforce,
Call,
6/21/24
@
$240.00
322
6,803
(
600
)
Goldman
Sachs
Starbucks,
Call,
1/19/24
@
$100.00
3,666
36,315
(
2,594
)
Goldman
Sachs
Starbucks,
Call,
1/19/24
@
$105.00
3,666
36,315
(
1,714
)
Goldman
Sachs
Starbucks,
Call,
1/19/24
@
$115.00
2,369
23,467
(
404
)
Wells
Fargo
Bank
Stryker,
Call,
1/19/24
@
$270.00
1,271
38,777
(
5,986
)
Wells
Fargo
Bank
Stryker,
Call,
1/19/24
@
$280.00
1,271
38,777
(
4,900
)
Wells
Fargo
Bank
Stryker,
Call,
1/19/24
@
$290.00
1,271
38,777
(
4,004
)
Wells
Fargo
Bank
Stryker,
Call,
1/19/24
@
$300.00
1,271
38,777
(
3,216
)
Wells
Fargo
Bank
Stryker,
Call,
1/19/24
@
$310.00
958
29,228
(
1,796
)
Wells
Fargo
Bank
Stryker,
Call,
1/19/24
@
$320.00
1,013
30,906
(
1,393
)
JPMorgan
Chase
TE
Connectivity,
Call,
7/21/23
@
$125.00
937
13,133
(
1,480
)
JPMorgan
Chase
TE
Connectivity,
Call,
7/21/23
@
$130.00
1,890
26,490
(
2,136
)
JPMorgan
Chase
TE
Connectivity,
Call,
7/21/23
@
$135.00
1,890
26,490
(
1,134
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
JPMorgan
Chase
TE
Connectivity,
Call,
7/21/23
@
$140.00
1,890
26,490
(
439
)
JPMorgan
Chase
Teledyn
Technologies,
Call,
12/15/23
@
$440.00
161
6,619
(
245
)
JPMorgan
Chase
Teledyn
Technologies,
Call,
12/15/23
@
$460.00
161
6,619
(
119
)
Bank
of
America
Texas
Instruments,
Call,
1/19/24
@
$180.00
2,540
45,725
(
3,524
)
Bank
of
America
Texas
Instruments,
Call,
1/19/24
@
$190.00
3,504
63,079
(
3,110
)
Bank
of
America
Texas
Instruments,
Call,
1/19/24
@
$195.00
3,504
63,079
(
2,435
)
Bank
of
America
Texas
Instruments,
Call,
1/19/24
@
$200.00
10,524
189,453
(
5,525
)
Bank
of
America
Texas
Instruments,
Call,
6/21/24
@
$195.00
643
11,575
(
786
)
Bank
of
America
Texas
Instruments,
Call,
6/21/24
@
$200.00
643
11,575
(
667
)
Citibank
Thermo
Fisher
Scientific,
Call,
1/19/24
@
$560.00
161
8,400
(
378
)
Citibank
Thermo
Fisher
Scientific,
Call,
1/19/24
@
$590.00
161
8,400
(
210
)
Citibank
Thermo
Fisher
Scientific,
Call,
1/19/24
@
$600.00
1,284
66,993
(
1,323
)
Citibank
Thermo
Fisher
Scientific,
Call,
1/19/24
@
$610.00
448
23,374
(
403
)
Citibank
Thermo
Fisher
Scientific,
Call,
1/19/24
@
$620.00
448
23,374
(
276
)
Citibank
Thermo
Fisher
Scientific,
Call,
1/19/24
@
$630.00
448
23,374
(
269
)
JPMorgan
Chase
Thermo
Fisher
Scientific,
Call,
1/19/24
@
$610.00
316
16,487
(
284
)
JPMorgan
Chase
Thermo
Fisher
Scientific,
Call,
1/19/24
@
$630.00
316
16,487
(
190
)
JPMorgan
Chase
Thermo
Fisher
Scientific,
Call,
1/19/24
@
$660.00
316
16,487
(
111
)
JPMorgan
Chase
Thermo
Fisher
Scientific,
Call,
1/19/24
@
$690.00
316
16,487
(
47
)
Goldman
Sachs
TransUnion,
Call,
10/20/23
@
$65.00
1,258
9,854
(
1,937
)
Goldman
Sachs
TransUnion,
Call,
10/20/23
@
$70.00
1,258
9,854
(
1,453
)
Goldman
Sachs
TransUnion,
Call,
12/15/23
@
$80.00
1,284
10,058
(
751
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
Citibank
UnitedHealth
Group,
Call,
1/19/24
@
$580.00
2,096
100,742
(
744
)
JPMorgan
Chase
UnitedHealth
Group,
Call,
1/19/24
@
$550.00
642
30,857
(
536
)
JPMorgan
Chase
UnitedHealth
Group,
Call,
1/19/24
@
$600.00
2,209
106,173
(
434
)
Goldman
Sachs
Visa,
Class
A,
Call,
1/19/24
@
$230.00
1,905
45,240
(
4,115
)
Goldman
Sachs
Visa,
Class
A,
Call,
1/19/24
@
$240.00
2,227
52,887
(
3,452
)
Goldman
Sachs
Visa,
Class
A,
Call,
1/19/24
@
$245.00
963
22,869
(
1,199
)
Goldman
Sachs
Visa,
Class
A,
Call,
1/19/24
@
$250.00
1,905
45,240
(
1,929
)
Goldman
Sachs
Visa,
Class
A,
Call,
1/19/24
@
$260.00
2,227
52,887
(
1,375
)
Goldman
Sachs
Visa,
Class
A,
Call,
6/21/24
@
$250.00
161
3,824
(
290
)
Goldman
Sachs
Visa,
Class
A,
Call,
6/21/24
@
$260.00
161
3,824
(
215
)
Citibank
Yum!
Brands,
Call,
1/19/24
@
$145.00
2,241
31,049
(
1,199
)
Citibank
Yum!
Brands,
Call,
1/19/24
@
$150.00
2,241
31,049
(
784
)
Wells
Fargo
Bank
Yum!
Brands,
Call,
1/19/24
@
$140.00
9,000
124,695
(
7,065
)
Total
Options
Written
(Premiums
$(439,049))
$
(
664,480
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
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,
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
CMS
Energy,
5.875%,
10/15/78
$
(
203
)
$
4,279
$
1,512
CMS
Energy,
5.875%,
3/1/79
(
750
)
5,970
1,754
SCE
Trust
IV,
Series
J,
VR,
5.375%
(
1,688
)
4,423
957
T.
Rowe
Price
Institutional
Floating
Rate
Fund
–
Institutional
Class,
8.76%
—
11,542
32,772
TransUnion
(
99,266
)
292,135
2,108
T.
Rowe
Price
Government
Reserve
Fund,
5.13%
—
—
61,467
Totals
$
(
101,907
)
#
$
318,349
$
100,570
+
Supplementary
Investment
Schedule
Affiliate
Value
12/31/22
Purchase
Cost
Sales
Cost
Value
06/30/23
CMS
Energy,
5.875%,
10/15/78
$
49,731
$
—
$
6,415
$
*
CMS
Energy,
5.875%,
3/1/79
61,510
—
23,680
*
SCE
Trust
IV,
Series
J,
VR,
5.375%
29,636
—
8,136
*
T.
Rowe
Price
Institutional
Floating
Rate
Fund
–
Institutional
Class,
8.76%
749,303
32,876
—
793,721
TransUnion
576,044
—
502,945
*
T.
Rowe
Price
Government
Reserve
Fund,
5.13%
2,714,515
¤
¤
4,059,529
Total
$
4,853,250
^
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$100,570
of
dividend
income
and
$0
of
interest
income.
*
On
the
date
indicated,
issuer
was
held
but
not
considered
an
affiliated
company.
¤
Purchase
and
sale
information
not
shown
for
cash
management
funds.
^
The
cost
basis
of
investments
in
affiliated
companies
was
$4,883,944.
T.
ROWE
PRICE
Capital
Appreciation
Fund
June
30,
2023
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
Assets
Investments
in
securities,
at
value
(cost
$43,996,811)
$
52,997,784
Interest
and
dividends
receivable
129,499
Receivable
for
investment
securities
sold
92,326
Receivable
for
shares
sold
63,336
Cash
34,247
Foreign
currency
(cost
$5,136)
5,256
Other
assets
2,221
Total
assets
53,324,669
Liabilities
Payable
for
investment
securities
purchased
941,127
Options
written
(premiums
$439,049)
664,480
Investment
management
fees
payable
23,447
Payable
for
shares
redeemed
18,710
Due
to
affiliates
715
Payable
to
directors
42
Other
liabilities
25,763
Total
liabilities
1,674,284
NET
ASSETS
$
51,650,385
T.
ROWE
PRICE
Capital
Appreciation
Fund
June
30,
2023
(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)
$
9,738,792
Paid-in
capital
applicable
to
1,561,160,637
shares
of
$0.0001
par
value
capital
stock
outstanding;
4,000,000,000
shares
authorized
41,911,593
NET
ASSETS
$
51,650,385
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$29,357,896;
Shares
outstanding:
887,294,975)
$
33.09
Advisor
Class
(Net
assets:
$720,473;
Shares
outstanding:
22,122,250)
$
32.57
I
Class
(Net
assets:
$21,572,016;
Shares
outstanding:
651,743,412)
$
33.10
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
6
Months
Ended
6/30/23
Investment
Income
(Loss)
Income
Interest
$
440,475
Dividend
(net
of
foreign
taxes
of
$2,419)
303,786
Other
6
Total
income
744,267
Expenses
Investment
management
140,603
Shareholder
servicing
Investor
Class
$
17,731
Advisor
Class
476
I
Class
963
19,170
Rule
12b-1
fees
Advisor
Class
835
Prospectus
and
shareholder
reports
Investor
Class
552
Advisor
Class
8
I
Class
165
725
Registration
466
Custody
and
accounting
416
Proxy
and
annual
meeting
406
Directors
83
Legal
and
audit
23
Miscellaneous
117
Waived
/
paid
by
Price
Associates
(
5,200
)
Total
expenses
157,644
Net
investment
income
586,623
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/23
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
(loss)
Securities
432,798
Options
written
154,773
Foreign
currency
transactions
(
235
)
Net
realized
gain
587,336
Change
in
net
unrealized
gain
/
loss
Securities
4,393,564
Options
written
(
396,242
)
Other
assets
and
liabilities
denominated
in
foreign
currencies
78
Change
in
net
unrealized
gain
/
loss
3,997,400
Net
realized
and
unrealized
gain
/
loss
4,584,736
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
5,171,359
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
6
Months
Ended
6/30/23
Year
Ended
12/31/22
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
586,623
$
741,407
Net
realized
gain
587,336
3,279,720
Change
in
net
unrealized
gain
/
loss
3,997,400
(
10,458,404
)
Increase
(decrease)
in
net
assets
from
operations
5,171,359
(
6,437,277
)
Distributions
to
shareholders
Net
earnings
Investor
Class
–
(
2,278,489
)
Advisor
Class
–
(
55,813
)
I
Class
–
(
1,680,332
)
Decrease
in
net
assets
from
distributions
–
(
4,014,634
)
Capital
share
transactions
*
Shares
sold
Investor
Class
2,482,219
3,945,710
Advisor
Class
48,701
84,849
I
Class
1,827,348
10,858,872
Distributions
reinvested
Investor
Class
–
2,218,918
Advisor
Class
–
54,969
I
Class
–
1,617,001
Shares
redeemed
Investor
Class
(
2,175,191
)
(
13,844,290
)
Advisor
Class
(
54,999
)
(
129,121
)
I
Class
(
1,105,073
)
(
2,807,670
)
Increase
in
net
assets
from
capital
share
transactions
1,023,005
1,999,238
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/23
Year
Ended
12/31/22
Net
Assets
Increase
(decrease)
during
period
6,194,364
(
8,452,673
)
Beginning
of
period
45,456,021
53,908,694
End
of
period
$
51,650,385
$
45,456,021
*Share
information
(000s)
Shares
sold
Investor
Class
78,686
117,469
Advisor
Class
1,566
2,604
I
Class
57,820
318,283
Distributions
reinvested
Investor
Class
–
74,862
Advisor
Class
–
1,882
I
Class
–
54,573
Shares
redeemed
Investor
Class
(
69,357
)
(
408,978
)
Advisor
Class
(
1,778
)
(
3,921
)
I
Class
(
35,194
)
(
85,819
)
Increase
in
shares
outstanding
31,743
70,955
T.
ROWE
PRICE
Capital
Appreciation
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Capital
Appreciation
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
long-term
capital
appreciation
by
investing
primarily
in
common
stocks.
It
may
also
hold
fixed-income
and
other
securities
to
help
preserve
principal
value.
The
fund
has
three classes
of
shares:
the
Capital
Appreciation
Fund
(Investor
Class),
the
Capital
Appreciation
Fund–Advisor
Class
(Advisor
Class),
and
the
Capital
Appreciation
Fund–I
Class
(I
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
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
and
I
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.
Premiums
and
discounts
on
debt
securities
are
amortized
for
financial
reporting
purposes.
Paydown
gains
and
losses
are
recorded
as
an
adjustment
to
interest
income.
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
T.
ROWE
PRICE
Capital
Appreciation
Fund
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.
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.
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
T.
ROWE
PRICE
Capital
Appreciation
Fund
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.
The
FASB
issued
Accounting
Standards
Update
(ASU),
ASU
2020–04,
Reference
Rate
Reform
(Topic
848) –
Facilitation
of
the
Effects
of
Reference
Rate
Reform
on
Financial
Reporting
in
March
2020
and
ASU
2021-01
in
January
2021
which
provided
further
amendments
and
clarifications
to
Topic
848.
These
ASUs provide
optional,
temporary
relief
with
respect
to
the
financial
reporting
of
contracts
subject
to
certain
types
of
modifications
due
to
the
planned
discontinuation
of
the
London
Interbank
Offered
Rate
(LIBOR),
and
other
interbank-offered
based
reference
rates,
through December
31,
2022.
In
December
2022,
FASB
issued
ASU
2022-06
which
defers
the
sunset
date
of
Topic
848
from
December
31,
2022
to
December
31,
2024,
after
which
entities
will
no
longer
be
permitted
to
apply
the
relief
in
Topic
848.
Management
intends
to
rely
upon
the
relief
provided
under
Topic
848,
which
is
not
expected to
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:
T.
ROWE
PRICE
Capital
Appreciation
Fund
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.
Debt
securities
generally
are
traded
in
the over-the-counter
(OTC)
market
and
are
valued
at
prices
furnished
by
independent
pricing
services
or
by
broker
dealers
who
make
markets
in
such
securities.
When
valuing
securities,
the
independent
pricing
services
consider
factors
such
as,
but
not
limited
to,
the
yield
or
price
of
bonds
of
comparable
quality,
coupon,
maturity,
and
type,
as
well
as
prices
quoted
by
dealers
who
make
markets
in
such
securities.
T.
ROWE
PRICE
Capital
Appreciation
Fund
Investments
in
mutual
funds
are
valued
at
the
mutual
fund’s
closing
NAV
per
share
on
the
day
of
valuation.
Listed
options,
and
OTC
options
with
a
listed
equivalent,
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices
and
exchange-traded
options
on
futures
contracts
are
valued
at
closing
settlement
prices.
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
Capital
Appreciation
Fund
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
June
30,
2023
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments):
NOTE
3
-
DERIVATIVE
INSTRUMENTS
During
the
six
months ended
June
30,
2023,
the
fund
invested
in
derivative
instruments.
As
defined
by
GAAP,
a
derivative
is
a
financial
instrument
whose
value
is
derived
from
an
underlying
security
price,
foreign
exchange
rate,
interest
rate,
index
of
prices
or
rates,
or
other
variable;
it
requires
little
or
no
initial
investment
and
permits
or
requires
net
settlement.
The
fund
invests
in
derivatives
only
if
the
expected
risks
and
rewards
are
consistent
with
its
investment
objectives,
policies,
and
overall
risk
profile,
as
described
in
its
prospectus
and
Statement
of
Additional
Information.
The
fund
may
use
derivatives
for
a
variety
of
purposes
and
may
use
them
to
establish
both
long
and
short
positions
within
the
fund’s
portfolio.
Potential
uses
include
to
hedge
against
declines
in
principal
value,
increase
yield,
invest
in
an
asset
with
greater
efficiency
and
at
a
lower
cost
than
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Fixed
Income
Securities
1
$
—
$
4,140,513
$
—
$
4,140,513
Bank
Loans
—
4,995,834
24,661
5,020,495
Bond
Mutual
Funds
793,721
—
—
793,721
Common
Stocks
33,924,421
—
—
33,924,421
Convertible
Preferred
Stocks
—
—
88,464
88,464
Corporate
Bonds
—
4,838,541
—
4,838,541
Preferred
Stocks
132,100
—
—
132,100
Short-Term
Investments
4,059,529
—
—
4,059,529
Total
$
38,909,771
$
13,974,888
$
113,125
$
52,997,784
Liabilities
Options
Written
$
—
$
664,480
$
—
$
664,480
1
Includes
Asset-Backed
Securities
and
U.S.
Government
Agency
Obligations
(Excluding
Mortgage-Backed).
T.
ROWE
PRICE
Capital
Appreciation
Fund
is
possible
through
direct
investment,
to
enhance
return,
or
to
adjust
credit
exposure.
The
risks
associated
with
the
use
of
derivatives
are
different
from,
and
potentially
much
greater
than,
the
risks
associated
with
investing
directly
in
the
instruments
on
which
the
derivatives
are
based.
The
fund
values
its
derivatives
at
fair
value
and
recognizes
changes
in
fair
value
currently
in
its
results
of
operations.
Accordingly,
the
fund
does
not
follow
hedge
accounting,
even
for
derivatives
employed
as
economic
hedges.
Generally,
the
fund
accounts
for
its
derivatives
on
a
gross
basis.
It
does
not
offset
the
fair
value
of
derivative
liabilities
against
the
fair
value
of
derivative
assets
on
its
financial
statements,
nor
does
it
offset
the
fair
value
of
derivative
instruments
against
the
right
to
reclaim
or
obligation
to
return
collateral.
The
following
table
summarizes
the
fair
value
of
the
fund’s
derivative
instruments
held
as
of
June
30,
2023,
and
the
related
location
on
the
accompanying
Statement
of
Assets
and
Liabilities,
presented
by
primary
underlying
risk
exposure:
Additionally,
the
amount
of
gains
and
losses
on
derivative
instruments
recognized
in
fund
earnings
during
the
six
months ended
June
30,
2023,
and
the
related
location
on
the
accompanying
Statement
of
Operations
is
summarized
in
the
following
table
by
primary
underlying
risk
exposure:
($000s)
Location
on
Statement
of
Assets
and
Liabilities
Fair
Value
Liabilities
Equity
derivatives
Options
Written
$
664,480
Total
$
664,480
($000s)
Location
of
Gain
(Loss)
on
Statement
of
Operations
Options
Written
Realized
Gain
(Loss)
Equity
derivatives
$
154,773
Total
$
154,773
T.
ROWE
PRICE
Capital
Appreciation
Fund
Counterparty
Risk
and
Collateral
The
fund
invests
in
derivatives,
such
as
non-cleared
bilateral
swaps,
forward
currency
exchange
contracts,
and/or
OTC
options,
that
are
transacted
and
settle
directly
with
a
counterparty
(bilateral
derivatives),
and
thereby
may
expose
the
fund
to
counterparty
risk.
To
mitigate
this
risk,
the
fund
has
entered
into
master
netting
arrangements
(MNAs)
with
certain
counterparties
that
permit
net
settlement
under
specified
conditions
and,
for
certain
counterparties,
also
require
the
exchange
of
collateral
to
cover
mark-to-market
exposure.
MNAs
may
be
in
the
form
of
International
Swaps
and
Derivatives
Association
master
agreements
(ISDAs)
or
foreign
exchange
letter
agreements
(FX
letters).
MNAs
govern
the
ability
to
offset
amounts
the
fund
owes
a
counterparty
against
amounts
the
counterparty
owes
the
fund
(net
settlement).
Both
ISDAs
and
FX
letters
generally
allow
termination
of
transactions
and
net
settlement
upon
the
occurrence
of
contractually
specified
events,
such
as
failure
to
pay
or
bankruptcy.
In
addition,
ISDAs
specify
other
events,
the
occurrence
of
which
would
allow
one
of
the
parties
to
terminate.
For
example,
a
downgrade
in
credit
rating
of
a
counterparty
below
a
specified
rating
would
allow
the
fund
to
terminate,
while
a
decline
in
the
fund’s
net
assets
of
more
than
a
specified
percentage
would
allow
the
counterparty
to
terminate.
Upon
termination,
all
transactions
with
that
counterparty
would
be
liquidated
and
a
net
termination
amount
determined.
ISDAs
typically
include
collateral
agreements
whereas
FX
letters
do
not.
Collateral
requirements
are
determined
daily
based
on
the
net
aggregate
unrealized
gain
or
loss
on
all
bilateral
derivatives
with
each
counterparty,
subject
to
minimum
transfer
amounts
that
typically
range
from
$100,000
to
$250,000.
Any
additional
collateral
required
due
to
changes
in
security
values
is
typically
transferred
the
next
business
day.
Collateral
may
be
in
the
form
of
cash
or
debt
securities
issued
by
the
U.S.
government
or
related
agencies,
although
other
securities
may
be
used
depending
on
the
terms
outlined
in
the
applicable
MNA.
Cash
posted
by
the
fund
is
reflected
as
cash
deposits
in
the
accompanying
financial
statements
and
generally
is
restricted
from
withdrawal
by
the
fund;
securities
posted
by
the
fund
are
so
noted
in
the
accompanying
Portfolio
($000s)
Location
of
Gain
(Loss)
on
Statement
of
Operations
Options
Written
Change
in
Unrealized
Gain
(Loss)
Equity
derivatives
$
(396,242)
Total
$
(396,242)
T.
ROWE
PRICE
Capital
Appreciation
Fund
of
Investments;
both
remain
in
the
fund’s
assets.
Collateral
pledged
by
counterparties
is
not
included
in
the
fund’s
assets
because
the
fund
does
not
obtain
effective
control
over
those
assets.
For
bilateral
derivatives,
collateral
posted
by
the
fund
is
held
in
a
segregated
account
at
the
fund’s
custodian.
While
typically
not
sold
in
the
same
manner
as
equity
or
fixed
income
securities,
OTC
and
bilateral
derivatives
may
be
unwound
with
counterparties
or
transactions
assigned
to
other
counterparties
to
allow
the
fund
to
exit
the
transaction.
This
ability
is
subject
to
the
liquidity
of
underlying
positions.
The
following
table
summarizes
the
fund’s
derivatives
at
the
reporting
date
by
loss
exposure
to
each
counterparty
after
consideration
of
collateral,
if
any.
Options
The
fund
is
subject
to equity
price
risk in
the
normal
course
of
pursuing
its
investment
objectives
and
uses
options
to
help
manage
such
risk.
The
fund
may
use
options
to
manage
exposure
to
security
prices,
interest
rates,
foreign
currencies,
and
credit
quality;
as
an
efficient
means
of
adjusting
exposure
to
all
or
a
part
of
a
target
market;
to
enhance
income;
as
a
cash
management
tool;
or
to
adjust
credit
exposure.
Options
are
included
in
net
assets
at
fair
value,
options
purchased
are
included
in
Investments
in
Securities,
and
options
written
are
separately
reflected
as
a
liability
on
the
accompanying
Statement
of
Assets
and
Liabilities.
Premiums
on
unexercised,
expired
options
are
recorded
as
realized
gains
or
losses;
premiums
on
exercised
options
are
recorded
as
an
adjustment
to
the
proceeds
from
the
sale
or
cost
of
the
purchase.
The
difference
between
the
premium
and
the
amount
received
or
paid
in
a
closing
($000s)
Gross
Value
on
Statements
of
Assets
and
Liabilities
Net
amount
due
(to)/from
Counterparty
or
Exchange
Collateral
Pledged
(Received)
by
Fund
Loss
Exposure,
After
Collateral*
(not
less
than
$0)
Counterparty
Assets
Liabilities
Bank
of
America
$
—
$
(67,146)
$
(67,146)
$
478,290
$
411,144
Barclays
Bank
—
(11,052)
(11,052)
—
—
Citibank
—
(49,181)
(49,181)
91,760
42,579
Goldman
Sachs
—
(98,058)
(98,058)
1,356,861
1,258,803
JPMorgan
Chase
—
(174,926)
(174,926)
—
—
UBS
Investment
Bank
—
(15,548)
(15,548)
111,615
96,067
Wells
Fargo
Bank
—
(248,569)
(248,569)
2,028,686
1,780,117
Total
$
—
$
(664,480)
*
In
situations
such
as
counterparty
default
or
bankruptcy,
the
fund
may
have
further
rights
of
offset
against
amounts
due
to
or
from
the
counterparty
under
other
agreements.
T.
ROWE
PRICE
Capital
Appreciation
Fund
transaction
is
also
treated
as
realized
gain
or
loss.
In
return
for
a
premium
paid,
call
and
put
options
give
the
holder
the
right,
but
not
the
obligation,
to
purchase
or
sell,
respectively,
a
security
at
a
specified
exercise
price.
Risks related
to
the
use
of
options
include
possible
illiquidity
of
the
options
markets;
trading
restrictions
imposed
by
an
exchange
or
counterparty;
possible
failure
of
counterparties
to
meet
the
terms
of
the
agreements;
movements
in
the
underlying
asset
values
and,
for
options
written,
the
potential
for
losses
to
exceed
any
premium
received
by
the
fund.
During
the
six
months ended
June
30,
2023,
the
volume
of
the
fund’s
activity
in
options,
based
on
underlying
notional
amounts,
was
generally
between
7%
and
15%
of
net
assets.
NOTE
4
-
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.
Noninvestment-Grade
Debt
The
fund
invests,
either
directly
or
through
its
investment
in
other
T.
Rowe
Price
funds,
in
noninvestment-grade
debt,
including
“high
yield”
or
“junk”
bonds
or
leveraged
loans.
Noninvestment-grade
debt
issuers
are
more
likely
to
suffer
an
adverse
change
in
financial
condition
that
would
result
in
the
inability
to
meet
a
financial
obligation.
The
noninvestment-grade
debt
market
may
experience
sudden
and
sharp
price
swings
due
to
a
variety
of
factors
that
may
decrease
the
ability
of
issuers
to
make
principal
and
interest
payments
and
adversely
affect
the
liquidity
or
value,
or
both,
of
such
securities.
Accordingly,
securities
issued
by
such
companies
carry
a
higher
risk
of
default
and
should
be
considered
speculative.
Restricted
Securities
The
fund
invests
in
securities
that
are
subject
to
legal
or
contractual
restrictions
on
resale.
Prompt
sale
of
such
securities
at
an
acceptable
price
may
be
difficult
and
may
involve
substantial
delays
and
additional
costs.
Bank
Loans
The
fund
invests
in
bank
loans,
which
represent
an
interest
in
amounts
owed
by
a
borrower
to
a
syndicate
of
lenders.
Bank
loans
are
generally
noninvestment
grade
and
often
involve
borrowers
whose
financial
condition
is
highly
leveraged.
The
fund
may
invest
in
fixed
and
floating
rate
loans,
which
may
include
senior
floating
rate
loans;
secured
and
unsecured
loans,
second
lien
or
more
junior
loans;
and
bridge
loans
or
bridge
facilities.
Certain
bank
loans
may
be
revolvers
which
are
a
form
of
senior
bank
debt,
where
the
borrower
can
draw
down
the
credit
of
the
revolver
when
it
needs
cash
and
repays
the
credit
when
the
borrower
has
excess
cash.
Certain
loans
may
be
“covenant-lite”
loans,
which
means
the
loans
contain
fewer
maintenance
covenants
than
T.
ROWE
PRICE
Capital
Appreciation
Fund
other
loans
(in
some
cases,
none)
and
do
not
include
terms
which
allow
the
lender
to
monitor
the
performance
of
the
borrower
and
declare
a
default
if
certain
criteria
are
breached.
As
a
result
of
these
risks,
the
fund’s
exposure
to
losses
may
be
increased.
Bank
loans
may
be
in
the
form
of
either
assignments
or
participations.
A
loan
assignment
transfers
all
legal,
beneficial,
and
economic
rights
to
the
buyer,
and
transfer
typically
requires
consent
of
both
the
borrower
and
agent.
In
contrast,
a
loan
participation
generally
entitles
the
buyer
to
receive
the
cash
flows
from
principal,
interest,
and
any
fee
payments
on
a
portion
of
a
loan;
however,
the
seller
continues
to
hold
legal
title
to
that
portion
of
the
loan.
As
a
result,
the
buyer
of
a
loan
participation
generally
has
no
direct
recourse
against
the
borrower
and
is
exposed
to
credit
risk
of
both
the
borrower
and
seller
of
the
participation.
Bank
loans
often
have
extended
settlement
periods,
generally
may
be
repaid
at
any
time
at
the
option
of
the
borrower,
and
may
require
additional
principal
to
be
funded
at
the
borrowers’
discretion
at
a
later
date
(e.g.
unfunded
commitments
and
revolving
debt
instruments).
Until
settlement,
the
fund
maintains
liquid
assets
sufficient
to
settle
its
unfunded
loan
commitments.
The
fund
reflects
both
the
funded
portion
of
a
bank
loan
as
well
as
its
unfunded
commitment
in
the
Portfolio
of
Investments.
However,
if
a
credit
agreement
provides
no
initial
funding
of
a
tranche,
and
funding
of
the
full
commitment
at
a
future
date(s)
is
at
the
borrower’s
discretion
and
considered
uncertain,
a
loan
is
reflected
in
the
Portfolio
of
Investments
only
if,
and
only
to
the
extent
that,
the
fund
has
actually
settled
a
funding
commitment.
Other
Purchases
and
sales
of
portfolio
securities
other
than
short-term and
U.S.
government
securities
aggregated $13,731,250,000 and
$12,578,676,000,
respectively,
for
the
six
months ended
June
30,
2023.
Purchases
and
sales
of
U.S.
government
securities
aggregated
$4,219,265,000 and
$4,209,974,000,
respectively,
for
the
six
months ended
June
30,
2023.
NOTE
5
-
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.
T.
ROWE
PRICE
Capital
Appreciation
Fund
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,
2023,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$43,956,774,000.
Net
unrealized
gain
aggregated
$8,376,641,000
at
period-end,
of
which $9,918,220,000
related
to
appreciated
investments
and $1,541,579,000
related
to
depreciated
investments.
NOTE
6
-
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
7
-
RELATED
PARTY
TRANSACTIONS
The
fund
is
managed
by
T.
Rowe
Price
Associates,
Inc.
(Price
Associates),
a
wholly
owned
subsidiary
of
T.
Rowe
Price
Group,
Inc.
(Price
Group). Price
Associates
has
entered
into
a
sub-advisory
agreement(s)
with
one
or
more
of
its
wholly
owned
subsidiaries,
to
provide
investment
advisory
services
to
the
fund. The
investment
management
agreement
between
the
fund
and
Price
Associates
provides
for
an
annual
investment
management
fee,
which
is
computed
daily
and
paid
monthly.
The
fee
consists
of
an
individual
fund
fee
equal
to
0.30%
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,
2023,
the
effective
annual
group
fee
rate
was
0.29%. Effective
April
30,
2019,
Price
Associates
T.
ROWE
PRICE
Capital
Appreciation
Fund
has
contractually
agreed,
at
least
through
April
30,
2024,
to
waive
a
portion
of
its
management
fee
so
that
an
individual
fund
fee
of 0.27%
is
applied
to
the
fund’s
average
daily
net
assets
that
are
equal
to
or
greater
than $27.5 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 $3,100,000
and
allocated
ratably
in
the
amounts
of
$1,768,000
for
the
Investor
Class,
$44,000
for
the
Advisor
Class,
and
$1,288,000
for
the
I
Class,
for
the
six
months
ended
June
30,
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.
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.
T.
ROWE
PRICE
Capital
Appreciation
Fund
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.
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,
2023,
expenses
incurred
pursuant
to
these
service
agreements
were
$60,000
for
Price
Associates;
$3,359,000
for
T.
Rowe
Price
Services,
Inc.;
and
$574,000
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.
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
Advisor
Class
I
Class
Expense
limitation/I
Class
Limit
1.19%
0.05%
Expense
limitation
date
04/30/24
04/30/24
(Waived)/repaid
during
the
period
($000s)
$—
$—
T.
ROWE
PRICE
Capital
Appreciation
Fund
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
also
invest
in
certain
other
T.
Rowe
Price
funds
(Price
Funds)
as
a
means
of
gaining
efficient
and
cost-effective
exposure
to
certain
markets.
The
fund
does
not
invest
for
the
purpose
of
exercising
management
or
control;
however,
investments
by
the
fund
may
represent
a
significant
portion
of
an
underlying
Price
Fund’s
net
assets.
Each
underlying
Price
Fund
is
an
open-end
management
investment
company
managed
by
Price
Associates
and
is
considered
an
affiliate
of
the
fund.
To
ensure
that
the
fund
does
not
incur
duplicate
management
fees
(paid
by
the
underlying
Price
Fund(s)
and
the
fund),
Price
Associates
has
agreed
to
permanently
waive
a
portion
of
its
management
fee
charged
to
the
fund
in
an
amount
sufficient
to
fully
offset
that
portion
of
management
fees
paid
by
each
underlying
Price
Fund
related
to
the
fund’s
investment
therein.
Annual
management
fee
rates
and
amounts
waived
related
to
investments
in
the
underlying
Price
Fund(s)
for
the
six
months
ended
June
30,
2023,
are
as
follows:
Total
management
fee
waived
was
allocated
ratably
in
the
amounts
of
$1,198,000,
$30,000
and
$872,000 for
the
Investor
Class,
Advisor
Class
and
I
Class,
respectively,
for
the
six
months ended
June
30,
2023.
As
of
June
30,
2023,
T.
Rowe
Price
Group,
Inc.,
or
its
wholly
owned
subsidiaries,
owned
2,332,149
shares
of
the
Investor
Class,
representing
less
than
1%
of
the
Investor
Class's
net
assets,
and
3,543,216
shares
of
the
I
Class,
representing
1%
of
the
I
Class's
net
assets.
The
fund may
participate
in
securities
purchase
and
sale
transactions
with
other
funds
or
accounts
advised
by
Price
Associates
(cross
trades),
in
accordance
with
procedures
adopted
by the
fund’s
Board
and
Securities
and
Exchange
Commission
rules,
which
require,
among
other
things,
that
such
purchase
and
sale
cross
trades
be
effected
at
the
independent
current
market
price
of
the
security.
During
the
six
months
ended
June
30,
2023,
the
fund
had
no
purchases
or
sales
cross
trades
with
other
funds
or
accounts
advised
by
Price
Associates.
($000s)
Effective
Management
Fee
Rate
Management
Fee
Waived
T.
Rowe
Price
Institutional
Floating
Rate
Fund
–
Institutional
Class
0.55%
$
2,100
Total
Management
Fee
Waived
$
2,100
T.
ROWE
PRICE
Capital
Appreciation
Fund
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
and
for
the
cost
of
brokerage
commissions
embedded
in
the
cost
of
the
fund’s
foreign
currency
transactions.
These
agreements
may
be
rescinded
at
any
time.
For
the
six
months ended
June
30,
2023,
these
reimbursements
amounted
to
$935,000,
which
is
included
in
Net
realized
gain
(loss)
on
Securities
in
the
Statement
of
Operations.
NOTE
8
-
OTHER
MATTERS
Unpredictable
events
such
as
environmental
or
natural
disasters,
war,
terrorism,
pandemics,
outbreaks
of
infectious
diseases,
and
similar
public
health
threats
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
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.
Since
2020,
a
novel
strain
of
coronavirus
(COVID-19)
has
resulted
in
disruptions
to
global
business
activity
and
caused
significant
volatility
and
declines
in
global
financial
markets.
In
February
2022,
Russian
forces
entered
Ukraine
and
commenced
an
armed
conflict
leading
to
economic
sanctions
being
imposed
on
Russia
and
certain
of
its
citizens,
creating
impacts
on
Russian-related
stocks
and
debt
and
greater
volatility
in
global
markets.
In
March
2023,
the
collapse
of
some
US
regional
and
global
banks
as
well
as
overall
concerns
around
the
soundness
and
stability
of
the
global
banking
sector
has
sparked
concerns
of
a
broader
financial
crisis
impacting
the
overall
global
banking
sector.
In
certain
cases,
government
agencies
have
assumed
control
or
otherwise
intervened
in
the
operations
of
certain
banks
due
to
liquidity
and
solvency
concerns.
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.
T.
ROWE
PRICE
Capital
Appreciation
Fund
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
994,795,775
12,682,503
Mark
J.
Parrell
993,962,552
13,749,980
Kellye
L.
Walker
995,472,030
12,582,477
Eric
L.
Veiel
994,752,302
13,367,490
T.
ROWE
PRICE
Capital
Appreciation
Fund
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
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),
as
well
as
the
investment
subadvisory
agreement
(Subadvisory
Contract)
that
the
Adviser
has
entered
into
with
T.
Rowe
Price
Investment
Management,
Inc.
(Subadviser)
on
behalf
of
the
fund.
In
that
regard,
at
a
meeting
held
on
March
6–7,
2023
(Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors,
approved
the
continuation
of
the
fund’s
Advisory
Contract
and
Subadvisory
Contract.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
Subadviser
and
the
approval
of
the
Advisory
Contract
and
Subadvisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
and
Subadvisory
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
and
Subadvisory
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
and
Subadviser
about
various
topics.
The
Board
also
considered
that
the
Subadviser
has
its
own
investment
platform
and
investment
management
leadership,
and
the
Adviser
and
Subadviser
have
implemented
information
barriers
restricting
the
sharing
of
investment
information
and
voting
activity.
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
and
Subadviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser
and
Subadviser.
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.
However,
the
Board
noted
that
there
are
information
barriers
between
investment
personnel
of
the
Adviser
and
Subadviser
that
restrict
the
sharing
of
certain
information,
such
as
investment
research,
trading,
and
proxy
voting.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
and
Subadviser’s
senior
management
teams
and
investment
T.
ROWE
PRICE
Capital
Appreciation
Fund
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
and
Subadviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract
and
Subadvisory
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,
2022. Additionally,
the
Board
reviewed
the
fund’s
relative
performance
information
as
of
September
30,
2022,
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,
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
and
Subadvisory
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
the
Adviser
bears
the
cost
of
research
services
for
all
client
accounts
that
it
advises,
including
the
T.
Rowe
Price
funds.
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
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Capital
Appreciation
Fund
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.
In
addition,
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.
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
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Capital
Appreciation
Fund
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
first
quintile
(Investor
Class
Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
first
quintile
(Investor
Class
Expense
Group
and
Expense
Universe)
and
second
quintile
(Advisor
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
second
quintile
(Investor
Class
Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
second
quintile
(Investor
Class
Expense
Group,
Expense
Universe,
and
Advisor
Class
Expense
Group),
and
the
fund’s
total
expenses
ranked
in
the
second
quintile
(Investor
Class
Expense
Group
and
Expense
Universe)
and
first
quintile
(Advisor
Class
Expense
Group).
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
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Capital
Appreciation
Fund
Approval
of
the
Advisory
Contract
and
Subadvisory
Contract
As
noted,
the
Board
approved
the
continuation
of
the
Advisory
Contract
and
Subadvisory
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
and
Subadvisory
Contract
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
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.
F72-051
8/23
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 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.
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 Capital Appreciation Fund, Inc. |
| | |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | August 18, 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 | | August 18, 2023 | | |
| | |
| By | | /s/ Alan S. Dupski | | |
| | Alan S. Dupski | | |
| | Principal Financial Officer | | |
| | |
| Date | | August 18, 2023 | | |
