UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-07209
T. Rowe Price Value Fund, Inc.
(Exact name of registrant as specified in charter)
100 East Pratt Street, Baltimore, MD 21202
(Address of principal executive offices)
David Oestreicher
100 East Pratt Street, Baltimore, MD 21202
(Name and address of agent for service)
Registrant’s telephone number, including area code: (410) 345-2000
Date of fiscal year end: December 31
Date of reporting period: December 31, 2022
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Highlights
and
Market
Commentary
Management’s
Discussion
of
Fund
Performance
Performance
and
Expenses
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
TRVLX
Value
Fund
–
.
PAVLX
Value
Fund–
.
Advisor Class
TRPIX
Value
Fund–
.
I Class
TRZAX
Value
Fund–
.
Z Class
HIGHLIGHTS
The
Value
Fund
underperformed
the
Russell
1000
Value
Index
and
its
Lipper
peer
group
for
the
12-month
period
ended
December
31,
2022.
An
underweight
to
the
energy
sector,
where
we
are
cautious
but
moderated
our
underweight
exposure
over
the
period,
significantly
detracted
from
relative
returns.
Top
contributors
to
relative
performance
included
our
positions
in
property
and
casualty
companies
and
discount
retailers,
as
well
as
our
overall
defensive
positioning.
We
remain
cautious
on
the
direction
of
the
economy
and
believe
there
is
a
considerable
likelihood
of
the
Federal
Reserve
causing
an
economic
slowdown
or
recession.
We
strive
to
further
emphasize
company-level
fundamentals
and
quality
while
being
positioned
for
a
variety
of
market
environments.
We
believe
we
will
have
ample
opportunities
to
increase
the
risk
we
are
taking
on
in
the
portfolio
as
valuations
become
more
favorable.
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
Value
Fund
Market
Commentary
Dear
Shareholder
Nearly
all
major
global
stock
and
bond
indexes
fell
sharply
in
2022,
as
investors
contended
with
persistently
high
inflation,
tightening
financial
conditions,
and
slowing
economic
and
corporate
earnings
growth.
Double-digit
losses
were
common
in
equity
markets
around
the
world,
and
bond
investors
also
faced
a
historically
tough
environment
amid
a
sharp
rise
in
interest
rates.
Value
shares
declined
but
outperformed
growth
stocks
by
a
considerable
margin
as
equity
investors
turned
risk
averse
and
as
rising
rates
put
downward
pressure
on
growth
stock
valuations.
Emerging
markets
stocks
generally
underperformed
shares
in
developed
markets.
Meanwhile,
the
U.S.
dollar
strengthened
versus
most
currencies
during
the
period,
which
weighed
on
returns
for
U.S.
investors
in
international
securities.
Within
the
S&P
500
Index,
energy
was
a
rare
bright
spot,
gaining
more
than
60%
as
oil
prices
jumped
in
response
to
Russia’s
invasion
of
Ukraine
and
concerns
over
commodity
supply
shortages.
Defensive
shares,
such
as
utilities,
consumer
staples,
and
health
care,
held
up
relatively
well
and
finished
the
year
with
roughly
flat
returns.
Conversely,
communication
services,
consumer
discretionary,
and
information
technology
shares
suffered
the
largest
declines.
Elevated
inflation
remained
a
leading
concern
for
investors
throughout
the
period,
although
there
were
signs
that
price
increases
were
moderating
by
year-
end.
November’s
consumer
price
index
data
showed
headline
inflation
rising
7.1%
on
a
12-month
basis,
the
lowest
level
since
December
2021
but
still
well
above
the
Federal
Reserve’s
2%
long-term
target.
In
response
to
the
high
inflation
readings,
global
central
banks
tightened
monetary
policy,
and
investors
focused
on
communications
from
central
bank
officials
on
how
high
rates
would
have
to
go.
The
Fed,
which
at
the
end
of
2021
had
forecast
that
it
would
only
need
to
raise
interest
rates
0.75
percentage
point
in
all
of
2022,
raised
its
short-term
lending
benchmark
from
near
zero
in
March
to
a
target
range
of
4.25%
to
4.50%
by
December
and
indicated
that
additional
hikes
are
likely.
Bond
yields
increased
considerably
across
the
U.S.
Treasury
yield
curve
as
the
Fed
tightened
monetary
policy,
with
the
yield
on
the
benchmark
10-year
U.S.
Treasury
note
climbing
from
1.52%
at
the
start
of
the
period
to
3.88%
at
the
end
of
the
year.
Significant
inversions
in
the
yield
curve,
which
are
often
considered
a
warning
sign
of
a
coming
recession,
occurred
during
the
period
as
shorter-maturity
Treasuries
experienced
the
largest
yield
increases.
The
sharp
increase
in
yields
led
to
historically
weak
results
across
the
fixed
income
market,
with
the
Bloomberg
U.S.
Aggregate
Bond
Index
delivering
its
worst
year
on
record.
(Bond
prices
and
yields
move
in
opposite
directions.)
As
the
period
came
to
an
end,
the
economic
backdrop
appeared
mixed.
Although
manufacturing
gauges
have
drifted
toward
contraction
levels,
the
U.S.
jobs
market
remained
resilient,
and
corporate
and
household
balance
sheets
appeared
strong.
Meanwhile,
the
housing
market
has
weakened
amid
rising
mortgage
rates.
The
past
year
has
been
a
trying
time
for
investors
as
few
sectors
remained
untouched
by
the
broad
headwinds
that
markets
faced,
and
volatility
may
continue
in
the
near
term
as
central
banks
tighten
policy
amid
slowing
economic
growth.
However,
in
our
view,
there
continue
to
be
opportunities
for
selective
investors
focused
on
fundamentals.
Valuations
in
most
global
equity
markets
have
improved
markedly,
although
U.S.
equities
still
appear
relatively
expensive
by
historical
standards,
while
bond
yields
have
reached
some
of
the
most
attractive
levels
since
the
2008
global
financial
crisis.
We
believe
this
environment
makes
skilled
active
management
a
critical
tool
for
identifying
risks
and
opportunities,
and
our
investment
teams
will
continue
to
use
fundamental
research
to
identify
securities
that
can
add
value
to
your
portfolio
over
the
long
term.
Thank
you
for
your
continued
confidence
in
T.
Rowe
Price.
Sincerely,
Robert
Sharps
CEO
and
President
T.
ROWE
PRICE
Value
Fund
Management’s
Discussion
of
Fund
Performance
INVESTMENT
OBJECTIVE
The
fund
seeks
to
provide
long-term
capital
appreciation
by
investing
in
common
stocks
believed
to
be
undervalued.
Income
is
a
secondary
objective.
FUND
COMMENTARY
How
did
the
fund
perform
in
the
past 12
months?
The
Value
Fund
returned
-11.39%
for
the
12-month
period
ended
December
31,
2022.
The
fund
underperformed
its
benchmark,
the
Russell
1000
Value
Index,
and
its
peer
group,
the
Lipper
Large-Cap
Value
Funds
Index.
(Returns
for
the
Advisor,
I,
and
Z
Class
shares
reflect
their
different
fee
structures.
Past
performance
cannot
guarantee
future
results
.)
What
factors
influenced
the
fund’s
performance?
In
the
worst
year
for
equities
since
the
2008
global
financial
crisis,
investors
shunned
riskier
assets
in
response
to
Russia’s
invasion
of
Ukraine,
elevated
inflation
exacerbated
by
rising
commodity
prices
and
global
supply
chain
disruptions,
surging
U.S.
Treasury
yields,
tightening
financial
conditions,
and
slowing
economic
and
corporate
earnings
growth.
The
Value
Fund
underperformed
its
benchmark
for
the
year,
driven
by
stock
selection.
Of
note,
our
heavy
cash
position
in
the
fourth
quarter
weighed
on
performance
as
the
market
advanced
in
October
and
November.
However,
we
outperformed
the
benchmark
during
December’s
decline,
even
as
our
cash
position
fell
to
more
normalized
levels.
Within
the
portfolio,
our
underweight
to
energy
was
a
notable
headwind
as
the
sector
proved
extraordinarily
defensive.
Oil
prices
fluctuated
greatly
but
ended
the
year
higher
than
at
the
start
of
2022,
rising
in
the
first
part
of
the
year
amid
tight
supplies
and
the
war
between
Russia
and
Ukraine
but
then
falling
on
weak
demand
from
China
and
recession
concerns.
We
believe
that
the
oil
supply
will
continue
to
recover
due
to
high
productivity
and
a
low
marginal
PERFORMANCE
COMPARISON
Total
Return
Periods
Ended
12/31/22
6
Months
12
Months
Value
Fund
–
.
3.89%
-11.39%
Value
Fund–
.
Advisor Class
3.78
-11.60
Value
Fund–
.
I Class
3.95
-11.26
Value
Fund–
.
Z Class
4.26
-10.75
Russell
1000
Value
Index
6.11
-7.54
Lipper
Large-Cap
Value
Funds
Index
6.35
-7.81
cost
of
production,
which
eventually
should
cause
oil
prices
to
normalize.
In
the
intermediate
term,
however,
the
global
macroeconomic
environment
is
highly
uncertain,
so
we
continued
to
work
on
moderating
our
underweight
to
the
sector.
Certain
materials
names
also
hindered
relative
results.
Shares
of
Nutrien,
a
Canadian
fertilizer
company,
detracted
amid
declining
demand
for
potash
fertilizer.
However,
we
consider
this
weakening
in
demand
to
be
a
transitory
issue
and
believe
that
Nutrien
has
attractive
longer-term
cyclical
prospects.
Paint
and
coatings
company
Sherwin-Williams
hurt
relative
returns
due
to
poor
earnings
and
reduced
guidance
as
raw
materials
costs
rose
and
demand
softened
across
several
of
its
end
markets.
(Please
refer
to
the
portfolio
of
investments
for
a
complete
list
of
holdings
and
the
amount
each
represents
in
the
portfolio.)
Elsewhere
in
the
portfolio,
Google
parent
Alphabet
hindered
relative
performance.
Shares
of
the
technology
conglomerate
fell
significantly
for
the
year
as
revenue
growth
slowed
and
profits
fell.
Investors
also
were
concerned
about
cyclical
risks
to
advertising
trends
in
2023
and
significant
expense
growth.
Despite
recent
headwinds,
we
continue
to
like
the
company
for
its
attractive
valuation,
especially
considering
its
durable
business
lines
and
strong
position
in
digital
advertising.
Notable
contributors
were
dispersed
among
various
sectors.
In
financials,
insurer
Chubb
benefited
from
the
continued
upcycle
in
property
and
casualty
pricing
and
exhibited
strong
execution
over
the
year.
The
company’s
underwriting
results
and
investment
income
due
to
higher
yields
were
also
favorable.
The
Travelers
Companies
also
supported
returns
due
to
a
strong
pricing
environment,
improved
expense
management,
and
a
less-than-expected
impact
from
weather-related
events.
In
the
consumer
discretionary
sector,
discount
retailer
Dollar
General
added
value
as
the
company
exceeded
same-
store
sales
expectations
and
reported
consensus-beating
revenue
and
earnings.
How
is
the
fund
positioned?
The
Value
Fund
buys
and
holds
fundamentally
strong,
attractively
valued
companies
that,
in
our
view,
have
the
potential
for
better
performance.
Our
holdings
are
typically
higher-quality
companies
that
generate
strong
free
cash
flow
and
trade
for
less
than
our
estimate
of
intrinsic
value.
Most
of
our
effort
is
spent
on
assessing
the
potential
return
and
risk
associated
with
a
specific
company.
We
believe
that
if
we
can
successfully
identify
companies
with
asymmetric
return
potential,
then
we
should
be
able
to
outperform
the
market
and
our
peers
over
time.
Our
major
purchases
spanned
various
sectors
of
the
market.
We
leaned
into
cyclicality
by
adding
to
select
financial
names.
We
initiated
a
position
in
conglomerate
Berkshire
Hathaway
and
continued
to
add
shares.
We
believe
the
company
is
attractively
valued
and
appreciate
its
strong
balance
sheet
and
excellent
capital
allocation.
We
also
believe
that
Berkshire
Hathaway
stands
to
benefit
from
rising
reinsurance
prices.
Multinational
investment
bank
JPMorgan
Chase
also
presented
a
compelling
investment
opportunity
for
us.
We
believe
the
bank
offers
offensive
and
defensive
qualities
and
an
attractive
risk/reward
profile
in
a
variety
of
economic
environments.
In
energy,
we
added
to
integrated
oil
and
gas
company
ExxonMobil
as
the
stock
pulled
back.
We
value
the
company’s
top-notch
portfolio
of
upstream
assets
and
its
downstream
exposure
as
we
continue
to
selectively
add
and
hold
names
in
the
energy
sector
amid
the
uncertain
macroeconomic
environment.
In
information
technology,
we
added
to
our
position
in
Alphabet
on
weakness
during
the
latter
half
of
the
year.
Major
sales
in
the
fund
also
covered
several
sectors.
In
health
care,
we
sold
shares
of
life
sciences
and
medical
equipment
company
Becton,
Dickinson
&
Company
to
manage
its
position
size.
We
continue
to
find
value
in
the
company’s
diversified
portfolio
and
solid
execution
and
believe
that
new
product
contributions
and
the
relaunch
of
its
infusion
pump
Alaris,
which
was
recalled
by
the
company
in
2020
due
to
safety
concerns,
will
help
drive
bottom-line
growth.
We
continued
to
fine-tune
our
financials
exposure
and
eliminated
multinational
financial
services
company
Charles
Schwab
on
strength
to
invest
in
other
names
in
which
we
have
higher
conviction.
In
real
estate,
we
reduced
our
position
in
Prologis.
The
company
performed
well
due
to
robust
demand
for
its
industrial
distribution
spaces,
and
we
continue
to
believe
that
Prologis’s
SECTOR
DIVERSIFICATION
Percent
of
Net
Assets
6/30/22
12/31/22
Financials
14.2%
21.8%
Health
Care
26.0
20.6
Industrials
and
Business
Services
8.9
11.0
Consumer
Staples
10.3
10.6
Information
Technology
9.1
8.5
Utilities
12.9
7.0
Energy
3.8
5.9
Consumer
Discretionary
5.0
5.6
Communication
Services
2.3
4.4
Materials
2.7
2.0
Real
Estate
2.2
1.9
Other
and
Reserves
2.6
0.7
Total
100.0%
100.0%
Historical
weightings
reflect
current
industry/sector
classifications.
vertical
integration
model
should
help
tenant
retention,
margin
improvement,
and
revenue
growth.
In
information
technology,
we
trimmed
shares
of
software
company
Microsoft.
While
we
continue
to
value
the
company’s
leadership
in
cloud
computing,
we
used
proceeds
from
the
sale
to
invest
in
other
companies
with
a
more
compelling
risk/reward
trade-off.
What
is
portfolio
management’s
outlook?
We
remain
cautious
on
the
direction
of
the
U.S.
economy
and
believe
there
is
a
considerable
likelihood
that
the
Federal
Reserve’s
aggressive
rate
hikes
may
lead
to
an
economic
slowdown
or
recession.
While
goods
inflation
seems
to
be
peaking,
services
inflation
persists
and
will
be
challenging
to
tame
due
to
structural
imbalances
in
the
labor
market.
While
the
market
multiple
has
contracted
during
2022,
we
see
elevated
risk
in
earnings
estimates,
which
have
yet
to
reflect
a
likely
recession
in
the
near
term.
As
a
result,
we
believe
equity
markets
will
remain
choppy
throughout
the
year,
as
expectations
adjust
to
a
slowing
economy
with
tighter
financial
conditions.
In
our
view,
a
cautious
stance
remains
appropriate,
so
we
are
looking
to
further
emphasize
company-level
fundamentals
and
quality
while
positioning
the
portfolio
to
perform
well
in
a
variety
of
market
environments.
We
believe
we
will
have
ample
opportunities
to
increase
the
risk
we
are
taking
on
in
the
portfolio
as
valuations
become
more
favorable.
Overall,
identifying
high-quality
companies
that
have
attractive
fundamentals
and
valuations
continues
to
be
our
main
focus.
We
believe
this
balanced
approach
should
lead
to
a
portfolio
that
has
the
potential
to
serve
our
clients
well
over
time.
The
views
expressed
reflect
the
opinions
of
T.
Rowe
Price
as
of
the
date
of
this
report
and
are
subject
to
change
based
on
changes
in
market,
economic,
or
other
conditions.
These
views
are
not
intended
to
be
a
forecast
of
future
events
and
are
no
guarantee
of
future
results.
RISKS
OF
INVESTING
IN
THE
FUND
RISKS
OF
STOCK
INVESTING
As
with
all
stock
funds,
the
fund’s
share
price
can
fall
because
of
weakness
in
the
broad
market,
a
particular
industry,
or
specific
holdings.
Stock
markets
can
decline
for
many
reasons,
including
adverse
local,
political,
social,
or
economic
developments
in
the
U.S.
or
abroad;
changes
in
investor
psychology;
or
heavy
selling
at
the
same
time
by
major
institutional
investors
in
the
market,
such
as
mutual
funds,
pension
funds,
and
banks.
The
prospects
for
an
industry
or
company
may
deteriorate
because
of
a
variety
of
factors,
including
disappointing
earnings
or
changes
in
the
competitive
environment.
In
addition,
the
adviser’s
assessment
of
companies
held
by
the
fund
may
prove
incorrect,
resulting
in
losses
or
poor
performance,
even
in
rising
markets.
Also,
the
fund’s
overall
investment
approach
could
fall
out
of
favor
with
the
investing
public,
resulting
in
lagging
performance
versus
other
types
of
stock
funds.
Legislative,
regulatory,
or
tax
developments
may
affect
the
investment
strategies
available
to
portfolio
managers,
which
could
adversely
affect
the
ability
to
implement
the
fund’s
overall
investment
program
and
achieve
the
fund’s
investment
objective.
RISKS
OF
VALUE
INVESTING
Finding
undervalued
stocks
requires
considerable
research
to
identify
the
particular
company,
analyze
its
financial
condition
and
prospects,
and
assess
the
likelihood
that
the
stock’s
underlying
value
will
be
recognized
by
the
market
and
reflected
in
its
price.
A
value
approach
to
investing
carries
the
risk
that
the
market
will
not
recognize
a
security’s
intrinsic
value
for
a
long
time
or
that
a
stock
judged
to
be
undervalued
may
actually
be
appropriately
priced.
BENCHMARK
INFORMATION
Note:
London
Stock
Exchange
Group
plc
and
its
group
undertakings
(collectively,
the
“LSE
Group”).
©
LSE
Group
2023.
FTSE
Russell
is
a
trading
name
of
certain
of
the
LSE
Group
companies. “Russell
®
” is/are
a
trademark(s)
of
the
relevant
LSE
Group
companies
and
is/are
used
by
any
other
LSE
Group
company
under
license.
All
rights
in
the
FTSE
Russell
indexes
or
data
vest
in
the
relevant
LSE
Group
company
which
owns
the
index
or
the
data.
Neither
LSE
Group
nor
its
licensors
accept
any
liability
for
any
errors
or
omissions
in
the
indexes
or
data
and
no
party
may
rely
on
any
indexes
or
data
contained
in
this
communication.
No
further
distribution
of
data
from
the
LSE
Group
is
permitted
without
the
relevant
LSE
Group
company’s
express
written
consent.
The
LSE
Group
does
not
promote,
sponsor
or
endorse
the
content
of
this
communication.
The
LSE
Group
is
not
responsible
for
the
formatting
or
configuration
of
this
material
or
for
any
inaccuracy
in
T.
Rowe
Price’s
presentation
thereof.
Note:
Portions
of
the
mutual
fund
information
contained
in
this
report
was
supplied
by
Lipper,
a
Refinitiv
Company,
subject
to
the
following:
Copyright
2023
©
Refinitiv.
All
rights
reserved.
Any
copying,
republication
or
redistribution
of
Lipper
content
is
expressly
prohibited
without
the
prior
written
consent
of
Lipper.
Lipper
shall
not
be
liable
for
any
errors
or
delays
in
the
content,
or
for
any
actions
taken
in
reliance
thereon.
PORTFOLIO
HIGHLIGHTS
TWENTY-FIVE
LARGEST
HOLDINGS
Percent
of
Net
Assets
12/31/22
Elevance
Health
3.8%
Johnson
&
Johnson
3.4
Southern
3.2
Bank
of
America
3.1
Exxon
Mobil
3.1
Becton
Dickinson
&
Company
2.8
JPMorgan
Chase
2.6
Philip
Morris
International
2.5
Alphabet
2.3
Travelers
2.2
Chubb
2.0
Berkshire
Hathaway
2.0
Progressive
1.8
Procter
&
Gamble
1.8
Mondelez
International
1.8
McDonald's
1.8
Walmart
1.7
General
Electric
1.7
Wells
Fargo
1.7
Chevron
1.7
MetLife
1.7
L3Harris
Technologies
1.6
Eaton
1.6
KLA
1.6
Fiserv
1.5
Total
55.0%
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.
GROWTH
OF
$10,000
This
chart
shows
the
value
of
a
hypothetical
$10,000
investment
in
the
fund
over
the
past
10
fiscal
year
periods
or
since
inception
(for funds
lacking
10-year
records).
The
result
is
compared
with
benchmarks,
which
include
a
broad-based
market
index
and
may
also
include
a
peer
group
average
or
index.
Market
indexes
do
not
include
expenses,
which
are
deducted
from
fund returns
as
well
as
mutual fund
averages
and
indexes.
VALUE
FUND
Note:
Performance
for
the Advisor,
I,
and
Z Class
shares
will
vary
due
to
their
differing
fee
structures.
See
the
Average
Annual
Compound
Total
Return
table.
AVERAGE
ANNUAL
COMPOUND
TOTAL
RETURN
Periods
Ended
12/31/22
1
Year
5
Years
10
Years
Since
Inception
Inception
Date
Value
Fund
–
.
-11.39%
7.77%
11.37%
–
–
Value
Fund–
.
Advisor Class
-11.60
7.50
11.10
–
–
Value
Fund–
.
I Class
-11.26
7.91
–
9.89%
8/28/15
Value
Fund–
.
Z Class
-10.75
–
–
26.21
3/16/20
The
fund’s
performance
information
represents
only
past
performance
and
is
not
necessarily
an
indication
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
cited.
Share
price,
principal
value,
and
return
will
vary,
and
you
may
have
a
gain
or
loss
when
you
sell
your
shares.
For
the
most
recent
month-end
performance,
please
visit
our
website
(troweprice.com)
or
contact
a
T.
Rowe
Price
representative
at
1
-
800
-
225
-
5132
or,
for
0.02
Advisor,
I
,
and
Z
Class
shares,
1-800-638-8790.
This
table
shows
how
the
fund
would
have
performed
each
year
if
its
actual
(or
cumulative)
returns
had
been
earned
at
a
constant
rate.
Average
annual
total
return
figures
include
changes
in
principal
value,
reinvested
dividends,
and
capital
gain
distributions.
Returns
do
not
reflect
taxes
that
the
shareholder
may
pay
on
fund
distributions
or
the
redemption
of
fund
shares.
When
assessing
performance,
investors
should
consider
both
short-
and
long-term
returns.
EXPENSE
RATIO
FUND
EXPENSE
EXAMPLE
As
a
mutual
fund
shareholder,
you
may
incur
two
types
of
costs:
(1)
transaction
costs,
such
as
redemption
fees
or
sales
loads,
and
(2)
ongoing
costs,
including
management
fees,
distribution
and
service
(12b-1)
fees,
and
other
fund
expenses.
The
following
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
fund
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
most
recent
six-month
period
and
held
for
the
entire
period.
Please
note
that
the
fund
has
four
share
classes:
The
original
share
class
(Investor
Class)
charges
no
distribution
and
service
(12b-1)
fee,
Advisor
Class
shares
are
offered
only
through
unaffiliated
brokers
and
other
financial
intermediaries
and
charge
a
0.25%
12b-1
fee,
I
Class
shares
are
available
to
institutionally
oriented
clients
and
impose
no
12b-1
or
administrative
fee
payment,
and
Z
Class
shares
are
offered
only
to
funds
advised
by
T.
Rowe
Price
and
other
advisory
clients
of
T.
Rowe
Price
or
its
affiliates
that
are
subject
to
a
contractual
fee
for
investment
management
services
and
impose
no
12b-1
fee
or
administrative
fee
payment.
Each
share
class
is
presented
separately
in
the
table.
Actual
Expenses
The
first
line
of
the
following
table
(Actual)
provides
information
about
actual
account
values
and
expenses
based
on
the
fund’s
actual
returns.
You
may
use
the
information
on
this
line,
together
with
your
account
balance,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
on
the
first
line
under
the
heading
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
this
period.
Hypothetical
Example
for
Comparison
Purposes
The
information
on
the
second
line
of
the
table
(Hypothetical)
is
based
on
hypothetical
account
values
and
expenses
derived
from
the
fund’s
actual
expense
ratio
and
an
assumed
5%
per
year
rate
of
return
before
expenses
(not
the
fund’s
actual
return).
You
may
compare
the
ongoing
costs
of
investing
in
the
fund
with
other
funds
by
contrasting
this
5%
hypothetical
example
and
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
the
other
funds.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
Value
Fund
0.67%
Value
Fund–Advisor
Class
0.96
Value
Fund–I
Class
0.57
Value
Fund–Z
Class
0.56
The
expense
ratio
shown
is
as
of
the
fund’s
most
recent
prospectus.
This
number
may
vary
from
the
expense
ratio
shown
elsewhere
in
this
report
because
it
is
based
on
a
different
time
period
and,
if
applicable,
includes
acquired
fund
fees
and
expenses
but
does
not
include
fee
or
expense
waivers.
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.
VALUE
FUND
Beginning
Account
Value
7/1/22
Ending
Account
Value
12/31/22
Expenses
Paid
During
Period*
7/1/22
to
12/31/22
Investor
Class
Actual
$1,000.00
$1,038.90
$3.70
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,021.58
3.67
Advisor
Class
Actual
1,000.00
1,037.80
4.83
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,020.47
4.79
I
Class
Actual
1,000.00
1,039.50
2.98
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,022.28
2.96
Z
Class
Actual
1,000.00
1,042.60
0.00
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,025.21
0.00
*
Expenses
are
equal
to
the
fund’s
annualized
expense
ratio
for
the
6-month
period,
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half
year
(184),
and
divided
by
the
days
in
the
year
(365)
to
reflect
the
half-year
period.
The
annualized
expense
ratio
of
the
1
Investor
Class
was
0.72%,
the
2
Advisor Class
was
0.94%,
the
3
I Class
was
0.58%,
and
the
4
Z Class
was
0.00%.
FUND
EXPENSE
EXAMPLE
(CONTINUED)
For
a
share
outstanding
throughout
each
period
5
Investor
Class
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
NET
ASSET
VALUE
Beginning
of
period
$
47.80
$
40.93
$
37.93
$
30.57
$
37.32
Investment
activities
Net
investment
income
(1)(2)
0.51
0.32
0.45
0.55
0.69
Net
realized
and
unrealized
gain/
loss
(5.88)
11.77
3.51
7.45
(4.05)
Total
from
investment
activities
(5.37)
12.09
3.96
8.00
(3.36)
Distributions
Net
investment
income
(0.54)
(0.36)
(0.28)
(0.64)
(0.54)
Net
realized
gain
(3.35)
(4.86)
(0.68)
—
(2.85)
Total
distributions
(3.89)
(5.22)
(0.96)
(0.64)
(3.39)
NET
ASSET
VALUE
End
of
period
$
38.54
$
47.80
$
40.93
$
37.93
$
30.57
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Investor
Class
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
Ratios/Supplemental
Data
Total
return
(2)(3)
(11.39)%
29.93%
10.50%
26.20%
(9.44)%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
(4)
0.75%
0.75%
0.78%
0.79%
0.78%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.73%
0.73%
0.77%
0.78%
0.78%
Net
investment
income
1.17%
0.66%
1.31%
1.54%
1.87%
Portfolio
turnover
rate
192.1%
107.0%
114.6%
139.6%
146.3%
Net
assets,
end
of
period
(in
millions)
$3,707
$5,957
$4,558
$18,675
$16,964
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
6
for
details
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
(4)
See
Note
6.
Prior
to
12/31/19,
the
gross
expense
ratios
presented
are
net
of
a
management
fee
waiver
in
effect
during
the
period,
as
applicable.
For
a
share
outstanding
throughout
each
period
Advisor
Class
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
NET
ASSET
VALUE
Beginning
of
period
$
46.90
$
40.22
$
37.34
$
30.10
$
36.77
Investment
activities
Net
investment
income
(1)(2)
0.42
0.17
0.36
0.46
0.57
Net
realized
and
unrealized
gain/
loss
(5.79)
11.57
3.43
7.32
(3.96)
Total
from
investment
activities
(5.37)
11.74
3.79
7.78
(3.39)
Distributions
Net
investment
income
(0.53)
(0.20)
(0.23)
(0.54)
(0.43)
Net
realized
gain
(3.35)
(4.86)
(0.68)
—
(2.85)
Total
distributions
(3.88)
(5.06)
(0.91)
(0.54)
(3.28)
NET
ASSET
VALUE
End
of
period
$
37.65
$
46.90
$
40.22
$
37.34
$
30.10
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Advisor
Class
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
Ratios/Supplemental
Data
Total
return
(2)(3)
(11.60)%
29.58%
10.21%
25.88%
(9.65)%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
(4)
0.99%
1.04%
1.04%
1.04%
1.02%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.97%
1.01%
1.03%
1.03%
1.02%
Net
investment
income
1.01%
0.36%
1.04%
1.32%
1.56%
Portfolio
turnover
rate
192.1%
107.0%
114.6%
139.6%
146.3%
Net
assets,
end
of
period
(in
millions)
$217
$217
$257
$269
$282
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
6
for
details
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
(4)
See
Note
6.
Prior
to
12/31/19,
the
gross
expense
ratios
presented
are
net
of
a
management
fee
waiver
in
effect
during
the
period,
as
applicable.
For
a
share
outstanding
throughout
each
period
I
Class
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
NET
ASSET
VALUE
Beginning
of
period
$
47.69
$
40.86
$
37.91
$
30.56
$
37.32
Investment
activities
Net
investment
income
(1)(2)
0.59
0.37
0.48
0.60
0.78
Net
realized
and
unrealized
gain/
loss
(5.89)
11.75
3.53
7.45
(4.09)
Total
from
investment
activities
(5.30)
12.12
4.01
8.05
(3.31)
Distributions
Net
investment
income
(0.63)
(0.43)
(0.38)
(0.70)
(0.60)
Net
realized
gain
(3.35)
(4.86)
(0.68)
—
(2.85)
Total
distributions
(3.98)
(5.29)
(1.06)
(0.70)
(3.45)
NET
ASSET
VALUE
End
of
period
$
38.41
$
47.69
$
40.86
$
37.91
$
30.56
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
I
Class
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
Ratios/Supplemental
Data
Total
return
(2)(3)
(11.26)%
30.06%
10.65%
26.38%
(9.32)%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
(4)
0.61%
0.65%
0.64%
0.64%
0.63%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.60%
0.63%
0.63%
0.63%
0.63%
Net
investment
income
1.38%
0.76%
1.39%
1.68%
2.12%
Portfolio
turnover
rate
192.1%
107.0%
114.6%
139.6%
146.3%
Net
assets,
end
of
period
(in
millions)
$4,276
$3,957
$2,093
$6,754
$4,568
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
6
for
details
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
(4)
See
Note
6.
Prior
to
12/31/19,
the
gross
expense
ratios
presented
are
net
of
a
management
fee
waiver
in
effect
during
the
period,
as
applicable.
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Z
Class
(1)
..
Year
..
..
Ended
.
3/16/20
(1)
Through
12/31/20
12/31/22
12/31/21
NET
ASSET
VALUE
Beginning
of
period
$
47.74
$
40.84
$
25.69
Investment
activities
Net
investment
income
(2)(3)
0.83
0.66
0.58
Net
realized
and
unrealized
gain/loss
(5.89)
11.78
15.85
Total
from
investment
activities
(5.06)
12.44
16.43
Distributions
Net
investment
income
(0.87)
(0.68)
(0.60)
Net
realized
gain
(3.35)
(4.86)
(0.68)
Total
distributions
(4.22)
(5.54)
(1.28)
NET
ASSET
VALUE
End
of
period
$
38.46
$
47.74
$
40.84
Ratios/Supplemental
Data
Total
return
(3)(4)
(10.75)%
30.88%
64.09%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
waivers/payments
by
Price
Associates
0.59%
0.64%
0.64%
(5)
Net
expenses
after
waivers/payments
by
Price
Associates
0.00%
0.00%
0.00%
(5)
Net
investment
income
1.92%
1.38%
2.07%
(5)
Portfolio
turnover
rate
192.1%
107.0%
114.6%
Net
assets,
end
of
period
(in
millions)
$19,526
$28,100
$24,795
0%
0%
0%
(1)
Inception
date
(2)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(3)
See
Note
6
for
details
of
expense-related
arrangements
with
Price
Associates.
(4)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(5)
Annualized
T.
ROWE
PRICE
Value
Fund
December
31,
2022
Shares
$
Value
(Cost
and
value
in
$000s)
‡
COMMON
STOCKS
99.4%
COMMUNICATION
SERVICES
4.4%
Diversified
Telecommunication
Services
1.0%
Verizon
Communications
7,320,530
288,429
288,429
Entertainment
1.1%
Activision
Blizzard
1,565,200
119,816
Walt
Disney (1)
2,148,643
186,674
306,490
Interactive
Media
&
Services
2.3%
Alphabet,
Class
C (1)
7,073,976
627,674
627,674
Total
Communication
Services
1,222,593
CONSUMER
DISCRETIONARY
5.6%
Hotels,
Restaurants
&
Leisure
2.3%
Booking
Holdings (1)
1,722
3,470
McDonald's
1,850,039
487,541
Yum!
Brands
1,065,330
136,448
627,459
Multiline
Retail
0.8%
Dollar
General
917,044
225,822
225,822
Specialty
Retail
2.5%
Home
Depot
849,613
268,359
Ross
Stores
875,507
101,620
TJX
1,832,049
145,831
Ulta
Beauty (1)(2)
365,502
171,446
687,256
Total
Consumer
Discretionary
1,540,537
CONSUMER
STAPLES
10.5%
Beverages
1.2%
Coca-Cola
1,966,048
125,060
Constellation
Brands,
Class
A
195,710
45,356
Keurig
Dr
Pepper
4,744,909
169,204
339,620
Food
&
Staples
Retailing
1.7%
Walmart
3,403,124
482,529
482,529
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Food
Products
2.9%
Kraft
Heinz
7,675,940
312,487
Mondelez
International,
Class
A
7,508,353
500,432
812,919
Household
Products
2.2%
Kimberly-Clark
839,377
113,945
Procter
&
Gamble
3,309,435
501,578
615,523
Tobacco
2.5%
Philip
Morris
International
6,940,737
702,472
702,472
Total
Consumer
Staples
2,953,063
ENERGY
5.9%
Oil,
Gas
&
Consumable
Fuels
5.9%
Chevron
2,564,672
460,333
ConocoPhillips
523,871
61,817
Exxon
Mobil
7,670,428
846,048
Kinder
Morgan
15,520,564
280,612
Total
Energy
1,648,810
FINANCIALS
21.9%
Banks
8.9%
Bank
of
America (2)
26,041,591
862,497
Citigroup
2,851,495
128,973
JPMorgan
Chase
5,442,514
729,841
U.S.
Bancorp
6,357,070
277,232
Wells
Fargo
11,405,587
470,937
2,469,480
Capital
Markets
0.7%
Goldman
Sachs
Group
563,052
193,341
193,341
Diversified
Financial
Services
2.3%
Berkshire
Hathaway,
Class
B (1)
1,780,479
549,990
Corebridge
Financial
3,773,222
75,691
625,681
Insurance
10.0%
Allstate
1,740,212
235,973
American
International
Group
2,855,990
180,613
Chubb
2,563,019
565,402
Hartford
Financial
Services
Group
2,467,301
187,095
MetLife
6,360,618
460,318
Progressive
3,910,703
507,257
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Travelers
3,316,710
621,850
2,758,508
Total
Financials
6,047,010
HEALTH
CARE
20.6%
Biotechnology
1.8%
AbbVie
2,158,066
348,765
Amgen
597,674
156,973
505,738
Health
Care
Equipment
&
Services
0.1%
GE
HealthCare
Technologies (1)(3)
528,005
30,825
30,825
Health
Care
Equipment
&
Supplies
2.8%
Becton
Dickinson
&
Company
3,099,257
788,141
788,141
Health
Care
Providers
&
Services
8.0%
AmerisourceBergen
1,009,921
167,354
Centene (1)
3,749,081
307,462
Cigna
358,060
118,640
Elevance
Health
2,057,499
1,055,435
HCA
Healthcare
1,352,091
324,448
Humana
312,090
159,849
UnitedHealth
Group
175,979
93,301
2,226,489
Life
Sciences
Tools
&
Services
2.2%
Danaher
616,925
163,744
PerkinElmer
913,816
128,136
Thermo
Fisher
Scientific
551,679
303,804
595,684
Pharmaceuticals
5.7%
AstraZeneca,
ADR
5,859,712
397,289
Johnson
&
Johnson
5,358,573
946,592
Merck
2,078,569
230,617
1,574,498
Total
Health
Care
5,721,375
INDUSTRIALS
&
BUSINESS
SERVICES
11.1%
Aerospace
&
Defense
2.1%
L3Harris
Technologies
2,155,054
448,704
Northrop
Grumman
231,490
126,303
575,007
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Commercial
Services
&
Supplies
0.4%
Republic
Services
867,961
111,958
111,958
Electrical
Equipment
2.4%
AMETEK
539,797
75,420
Eaton
2,855,365
448,150
Hubbell
552,316
129,617
653,187
Industrial
Conglomerates
3.2%
General
Electric
5,667,157
474,851
Honeywell
International
1,307,549
280,208
Siemens
(EUR)
1,034,665
142,630
897,689
Machinery
0.3%
Cummins
114,325
27,700
Dover
397,119
53,774
81,474
Professional
Services
0.1%
Booz
Allen
Hamilton
Holding
128,392
13,420
13,420
Road
&
Rail
2.6%
CSX
10,718,552
332,061
Norfolk
Southern
932,585
229,807
Union
Pacific
745,308
154,331
716,199
Total
Industrials
&
Business
Services
3,048,934
INFORMATION
TECHNOLOGY
8.5%
Electronic
Equipment,
Instruments
&
Components
0.3%
TE
Connectivity
686,100
78,764
78,764
IT
Services
2.2%
Accenture,
Class
A
386,844
103,225
Fidelity
National
Information
Services
1,292,200
87,676
Fiserv (1)
4,166,727
421,131
612,032
Semiconductors
&
Semiconductor
Equipment
5.6%
Applied
Materials
1,538,511
149,820
Broadcom
715,913
400,288
KLA
1,155,769
435,760
Lam
Research
389,572
163,737
Micron
Technology
3,151,181
157,496
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Texas
Instruments
1,416,620
234,054
1,541,155
Software
0.4%
Microsoft
504,764
121,052
121,052
Total
Information
Technology
2,353,003
MATERIALS
2.0%
Chemicals
2.0%
International
Flavors
&
Fragrances
1,339,797
140,464
Nutrien
3,895,937
284,520
Sherwin-Williams
543,862
129,075
Total
Materials
554,059
REAL
ESTATE
1.9%
Equity
Real
Estate
Investment
Trusts
1.9%
Boston
Properties,
REIT
438,000
29,600
Equity
LifeStyle
Properties,
REIT
947,067
61,180
Prologis,
REIT
2,566,181
289,286
Weyerhaeuser,
REIT
4,469,537
138,556
Total
Real
Estate
518,622
UTILITIES
7.0%
Electric
Utilities
4.7%
American
Electric
Power
1,935,040
183,732
FirstEnergy
3,780,769
158,565
Southern
12,396,579
885,240
Xcel
Energy
1,105,350
77,496
1,305,033
Multi-Utilities
2.3%
Ameren
1,228,965
109,280
Dominion
Energy
1,510,851
92,645
DTE
Energy
924,284
108,631
Sempra
Energy
1,799,406
278,080
WEC
Energy
Group
428,671
40,192
628,828
Total
Utilities
1,933,861
Total
Common
Stocks
(Cost
$25,081,073)
27,541,867
Shares
$
Value
(Cost
and
value
in
$000s)
‡
SHORT-TERM
INVESTMENTS
1.9%
Money
Market
Funds
1.9%
T.
Rowe
Price
Government
Reserve
Fund,
4.30% (4)(5)
532,291,642
532,292
Total
Short-Term
Investments
(Cost
$532,292)
532,292
SECURITIES
LENDING
COLLATERAL
0.0%
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
STATE
STREET
BANK
AND
TRUST
COMPANY
0.0%
Money
Market
Funds
0.0%
T.
Rowe
Price
Government
Reserve
Fund,
4.30% (4)(5)
50,825
51
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
State
Street
Bank
and
Trust
Company
51
Total
Securities
Lending
Collateral
(Cost
$51)
51
Total
Investments
in
Securities
101.3%
of
Net
Assets
(Cost
$25,613,416)
$
28,074,210
‡
Shares
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Non-income
producing
(2)
See
Note
3.
All
or
a
portion
of
this
security
is
on
loan
at
December
31,
2022.
(3)
When-issued
security
(4)
Seven-day
yield
(5)
Affiliated
Companies
ADR
American
Depositary
Receipts
EUR
Euro
REIT
A
domestic
Real
Estate
Investment
Trust
whose
distributions
pass-through
with
original
tax
character
to
the
shareholder
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
AFFILIATED
COMPANIES
($000s)
The
fund
may
invest
in
certain
securities
that
are
considered
affiliated
companies.
As
defined
by
the
1940
Act,
an
affiliated
company
is
one
in
which
the
fund
owns
5%
or
more
of
the
outstanding
voting
securities,
or
a
company
that
is
under
common
ownership
or
control.
The
following
securities
were
considered
affiliated
companies
for
all
or
some
portion
of
the
year
ended
December
31,
2022.
Net
realized
gain
(loss),
investment
income,
change
in
net
unrealized
gain/loss,
and
purchase
and
sales
cost
reflect
all
activity
for
the
period
then
ended.
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
T.
Rowe
Price
Government
Reserve
Fund,
4.30%
$
—
$
—
$
14,316++
Totals
$
—#
$
—
$
14,316+
Supplementary
Investment
Schedule
Affiliate
Value
12/31/21
Purchase
Cost
Sales
Cost
Value
12/31/22
T.
Rowe
Price
Government
Reserve
Fund,
4.30%
$
114,116
¤
¤
$
532,343
Total
$
532,343^
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
++
Excludes
earnings
on
securities
lending
collateral,
which
are
subject
to
rebates
and
fees
as
described
in
Note
3.
+
Investment
income
comprised
$14,316
of
dividend
income
and
$0
of
interest
income.
¤
Purchase
and
sale
information
not
shown
for
cash
management
funds.
^
The
cost
basis
of
investments
in
affiliated
companies
was
$532,343.
T.
ROWE
PRICE
Value
Fund
December
31,
2022
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
Assets
Investments
in
securities,
at
value
(cost
$25,613,416)
$
28,074,210
Receivable
for
investment
securities
sold
41,919
Dividends
receivable
34,005
Due
from
affiliates
9,031
Receivable
for
shares
sold
8,618
Foreign
currency
(cost
$6)
6
Cash
1
Other
assets
2,372
Total
assets
28,170,162
Liabilities
Payable
for
shares
redeemed
226,287
Payable
for
investment
securities
purchased
201,490
Investment
management
fees
payable
13,034
Obligation
to
return
securities
lending
collateral
51
Payable
to
directors
18
Other
liabilities
3,648
Total
liabilities
444,528
NET
ASSETS
$
27,725,634
T.
ROWE
PRICE
Value
Fund
December
31,
2022
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)
$
1,988,258
Paid-in
capital
applicable
to
720,965,541
shares
of
$0.0001
par
value
capital
stock
outstanding;
2,000,000,000
shares
authorized
25,737,376
NET
ASSETS
$
27,725,634
NET
ASSET
VALUE
PER
SHARE
Investor
Class
($3,706,472,417
/
96,180,779
shares
outstanding)
$
38.54
Advisor
Class
($216,677,819
/
5,755,306
shares
outstanding)
$
37.65
I
Class
($4,276,032,595
/
111,321,486
shares
outstanding)
$
38.41
Z
Class
($19,526,451,563
/
507,707,970
shares
outstanding)
$
38.46
Year
Ended
12/31/22
Investment
Income
(Loss)
Income
Dividend
(net
of
foreign
taxes
of
$5,302)
$
615,468
Securities
lending
164
Other
9
Total
income
615,641
Expenses
Investment
management
186,846
Shareholder
servicing
Investor
Class
$
6,617
Advisor
Class
304
I
Class
988
7,909
Rule
12b-1
fees
Advisor
Class
503
Prospectus
and
shareholder
reports
Investor
Class
223
Advisor
Class
4
I
Class
79
Z
Class
3
309
Custody
and
accounting
920
Registration
285
Directors
82
Legal
and
audit
26
Miscellaneous
699
Waived
/
paid
by
Price
Associates
(
137,089
)
Total
expenses
60,490��
Net
investment
income
555,151
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Year
Ended
12/31/22
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
(loss)
Securities
3,251,233
Foreign
currency
transactions
(
1,452
)
Net
realized
gain
3,249,781
Change
in
net
unrealized
gain
/
loss
Securities
(
7,963,425
)
Other
assets
and
liabilities
denominated
in
foreign
currencies
28
Change
in
net
unrealized
gain
/
loss
(
7,963,397
)
Net
realized
and
unrealized
gain
/
loss
(
4,713,616
)
DECREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
(
4,158,465
)
Statement
of
Changes
in
Net
Assets
Year
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Ended
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
12/31/22
12/31/21
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
555,151
$
435,201
Net
realized
gain
3,249,781
7,065,341
Change
in
net
unrealized
gain
/
loss
(7,963,397)
1,837,011
Increase
(decrease)
in
net
assets
from
operations
(4,158,465)
9,337,553
Distributions
to
shareholders
Net
earnings
Investor
Class
(345,944)
(589,908)
Advisor
Class
(20,866)
(21,238)
I
Class
(411,178)
(393,233)
Z
Class
(1,950,567)
(2,981,312)
Decrease
in
net
assets
from
distributions
(2,728,555)
(3,985,691)
Capital
share
transactions
*
(1)
Shares
sold
Investor
Class
1,227,473
2,002,887
Advisor
Class
85,499
41,040
I
Class
2,126,586
1,734,454
Z
Class
1,679,809
3,012,040
Distributions
reinvested
Investor
Class
328,881
558,070
Advisor
Class
20,469
20,649
I
Class
382,994
361,450
Z
Class
1,950,567
2,981,312
Shares
redeemed
Investor
Class
(2,813,913)
(1,897,522)
Advisor
Class
(59,562)
(135,332)
I
Class
(1,279,104)
(599,555)
Z
Class
(7,267,840)
(6,903,405)
Increase
(decrease)
in
net
assets
from
capital
share
transactions
(3,618,141)
1,176,088
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Year
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Ended
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
12/31/22
12/31/21
Net
Assets
Increase
(decrease)
during
period
(10,505,161)
6,527,950
Beginning
of
period
38,230,795
31,702,845
End
of
period
$
27,725,634
$
38,230,795
*Share
information
(000s)
(1)
Shares
sold
Investor
Class
27,975
41,734
Advisor
Class
2,010
870
I
Class
48,574
36,235
Z
Class
38,696
62,560
Distributions
reinvested
Investor
Class
8,381
12,035
Advisor
Class
534
454
I
Class
9,793
7,813
Z
Class
49,823
64,391
Shares
redeemed
Investor
Class
(64,794)
(40,525)
Advisor
Class
(1,423)
(3,067)
I
Class
(30,013)
(12,301)
Z
Class
(169,381)
(145,495)
Increase
(decrease)
in
shares
outstanding
(79,825)
24,704
(1)
Includes
the
exchange
of
shares
from
certain
classes
to
the
I
Class
and/or
Z
Class
related
to
shares
held
by
affiliated
products.
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Value
Fund,
Inc.
(the
fund) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act)
as a
diversified,
open-end
management
investment
company. The
fund
seeks
to
provide
long-term
capital
appreciation
by
investing
in
common
stocks
believed
to
be
undervalued.
Income
is
a
secondary
objective.
The
fund
has
four classes
of
shares:
the
Value
Fund
(Investor
Class),
the
Value
Fund–Advisor
Class
(Advisor
Class),
the
Value
Fund–I
Class
(I
Class)
and
the
Value
Fund–Z
Class
(Z
Class).
Advisor
Class
shares
are
sold
only
through
various
brokers
and
other
financial
intermediaries.
I
Class
shares
require
a
$500,000
initial
investment
minimum,
although
the
minimum
generally
is
waived
or
reduced
for
financial
intermediaries,
eligible
retirement
plans,
and
certain
other
accounts.
Prior
to
November
15,
2021,
the
initial
investment
minimum
was
$1
million
and
was
generally
waived
for
financial
intermediaries,
eligible
retirement
plans,
and
other
certain
accounts.
As
a
result
of
the
reduction
in
the
I
Class
minimum,
certain
assets
transferred
from
the
Investor
Class
to
the
I
Class.
This
transfer
of
shares
from
Investor
Class
to
I
Class
is
reflected
in
the
Statement
of
Changes
in
Net
Assets
within
the
Capital
shares
transactions
as
Shares
redeemed
and
Shares
sold,
respectively.
The
Z
Class
is
only
available
to
funds
advised
by
T.
Rowe
Price
Associates,
Inc.
and
its
affiliates
and
other
clients
that
are
subject
to
a
contractual
fee
for
investment
management
services.
The
Advisor
Class
operates
under
a
Board-approved
Rule
12b-1
plan
pursuant
to
which
the
class
compensates
financial
intermediaries
for
distribution,
shareholder
servicing,
and/
or
certain
administrative
services;
the
Investor,
I
and
Z
Classes
do
not
pay
Rule
12b-1
fees. Each
class
has
exclusive
voting
rights
on
matters
related
solely
to
that
class;
separate
voting
rights
on
matters
that
relate
to
all
classes;
and,
in
all
other
respects,
the
same
rights
and
obligations
as
the
other
classes.
NOTE
1
-
SIGNIFICANT
ACCOUNTING
POLICIES
Basis
of
Preparation
The fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
in
the
Financial
Accounting
Standards
Board
(FASB)
Accounting
Standards
Codification
Topic
946
(ASC
946).
The
accompanying
financial
statements
were
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(GAAP),
including,
but
not
limited
to,
ASC
946.
GAAP
requires
the
use
of
estimates
made
by
management.
Management
believes
that
estimates
and
valuations
are
appropriate;
however,
actual
results
may
differ
from
those
estimates,
and
the
valuations
reflected
in
the
accompanying
financial
statements
may
differ
from
the
value
ultimately
realized
upon
sale
or
maturity.
Investment
Transactions,
Investment
Income,
and
Distributions
Investment
transactions
are
accounted
for
on
the
trade
date
basis.
Income
and
expenses
are
recorded
on
the
accrual
basis.
Realized
gains
and
losses
are
reported
on
the
identified
cost
basis.
Income
tax-related
interest
and
penalties,
if
incurred,
are
recorded
as
income
tax
expense.
Dividends
received
from
mutual
fund
investments
are
reflected
as
dividend
income;
capital
gain
distributions
are
reflected
as
realized
gain/loss.
Dividend
income
and
capital
gain
distributions
are
recorded
on
the
ex-dividend
date.
Distributions
from
REITs
are
initially
recorded
as
dividend
income
and,
to
the
extent
such
represent
a
return
of
capital
or
capital
gain
for
tax
purposes,
are
reclassified
when
such
information
becomes
available.
Non-cash
dividends,
if
any,
are
recorded
at
the
fair
market
value
of
the
asset
received.
Proceeds
from
litigation
payments,
if
any,
are
included
in
either
net
realized
gain
(loss)
or
change
in
net
unrealized
gain/loss
from
securities.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Income
distributions,
if
any,
are
declared
and
paid
by
each
class annually.
A
capital
gain
distribution,
if
any, may
also
be
declared
and
paid
by
the
fund
annually.
Currency
Translation
Assets,
including
investments,
and
liabilities
denominated
in
foreign
currencies
are
translated
into
U.S.
dollar
values
each
day
at
the
prevailing
exchange
rate,
using
the
mean
of
the
bid
and
asked
prices
of
such
currencies
against
U.S.
dollars
as
provided
by
an
outside
pricing
service.
Purchases
and
sales
of
securities,
income,
and
expenses
are
translated
into
U.S.
dollars
at
the
prevailing
exchange
rate
on
the
respective
date
of
such
transaction.
The
effect
of
changes
in
foreign
currency
exchange
rates
on
realized
and
unrealized
security
gains
and
losses
is
not
bifurcated
from
the
portion
attributable
to
changes
in
market
prices.
Class
Accounting
Shareholder
servicing,
prospectus,
and
shareholder
report
expenses
incurred
by
each
class
are
charged
directly
to
the
class
to
which
they
relate.
Expenses
common
to all classes,
investment
income,
and
realized
and
unrealized
gains
and
losses
are
allocated
to
the
classes
based
upon
the
relative
daily
net
assets
of
each
class.
The
Advisor
Class
pays
Rule
12b-1
fees,
in
an
amount
not
exceeding
0.25%
of
the
class’s
average
daily
net
assets.
In-Kind
Redemptions
In
accordance
with
guidelines
described
in
the
fund’s
prospectus,
and
when
considered
to
be
in
the
best
interest
of
all
shareholders,
the
fund
may
distribute
portfolio
securities
rather
than
cash
as
payment
for
a
redemption
of
fund
shares
(in-kind
redemption).
Gains
and
losses
realized
on
in-kind
redemptions
are
not
recognized
for
tax
purposes
and
are
reclassified
from
undistributed
realized
gain
(loss)
to
paid-in
capital.
During
the
year ended
December
31,
2022,
the
fund
realized
$1,125,705,000 of
net
gain
on
$4,641,123,000
of
in-kind
redemptions.
Capital
Transactions
Each
investor’s
interest
in
the
net
assets
of the
fund
is
represented
by
fund
shares. The
fund’s
net
asset
value
(NAV)
per
share
is
computed
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
ET,
each
day
the
NYSE
is
open
for
business.
However,
the
NAV
per
share
may
be
calculated
at
a
time
other
than
the
normal
close
of
the
NYSE
if
trading
on
the
NYSE
is
restricted,
if
the
NYSE
closes
earlier,
or
as
may
be
permitted
by
the
SEC.
Purchases
and
redemptions
of
fund
shares
are
transacted
at
the
next-computed
NAV
per
share,
after
receipt
of
the
transaction
order
by
T.
Rowe
Price
Associates,
Inc.,
or
its
agents.
New
Accounting
Guidance
In
June
2022,
the
FASB
issued
Accounting
Standards
Update
(ASU),
ASU
2022-03,
Fair
Value
Measurement
(Topic
820)
–
Fair
Value
Measurement
of
Equity
Securities
Subject
to
Contractual
Sale
Restrictions,
which
clarifies
that
a
contractual
restriction
on
the
sale
of
an
equity
security
is
not
considered
part
of
the
unit
of
account
of
the
equity
security
and,
therefore,
is
not
considered
in
measuring
fair
value.
The
amendments
under
this
ASU
are
effective
for
fiscal
years
beginning
after
December
15,
2023;
however,
the
fund
opted
to
early
adopt,
as
permitted,
effective
December
1,
2022. Adoption
of
the
guidance
did not
have
a
material
impact
on
the fund's
financial statements.
Indemnification
In
the
normal
course
of
business, the
fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers,
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
NOTE
2
-
VALUATION
Fair
Value
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date. The fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee. The
Valuation
Designee provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1
–
quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
Level
2
–
inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
Level
3
–
unobservable
inputs
(including
the Valuation
Designee’s assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
instrument.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
judgment
used
in
determining
those
values.
Valuation
Techniques
Equity
securities,
including
exchange-traded
funds, listed
or
regularly
traded
on
a
securities
exchange
or
in
the
over-the-counter
(OTC)
market
are
valued
at
the
last
quoted
sale
price
or,
for
certain
markets,
the
official
closing
price
at
the
time
the
valuations
are
made.
OTC
Bulletin
Board
securities
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices.
A
security
that
is
listed
or
traded
on
more
than
one
exchange
is
valued
at
the
quotation
on
the
exchange
determined
to
be
the
primary
market
for
such
security.
Listed
securities
not
traded
on
a
particular
day
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices
for
domestic
securities
and
the
last
quoted
sale
or
closing
price
for
international
securities.
The
last
quoted
prices
of
non-U.S.
equity
securities
may
be
adjusted
to
reflect
the
fair
value
of
such
securities
at
the
close
of
the
NYSE,
if
the Valuation
Designee
determines
that
developments
between
the
close
of
a
foreign
market
and
the
close
of
the
NYSE
will
affect
the
value
of
some
or
all
of the
fund’s
portfolio
securities.
Each
business
day,
the
Valuation
Designee uses
information
from
outside
pricing
services
to
evaluate
the
quoted
prices
of
portfolio
securities
and,
if
appropriate,
decide whether
it
is
necessary
to
adjust
quoted
prices
to
reflect
fair
value
by
reviewing
a
variety
of
factors,
including
developments
in
foreign
markets,
the
performance
of
U.S.
securities
markets,
and
the
performance
of
instruments
trading
in
U.S.
markets
that
represent
foreign
securities
and
baskets
of
foreign
securities. The Valuation
Designee
uses
outside
pricing
services
to
provide
it
with
quoted
prices
and
information
to
evaluate
or
adjust
those
prices.
The Valuation
Designee
cannot
predict
how
often
it
will
use
quoted
prices
and
how
often
it
will
determine
it
necessary
to
adjust
those
prices
to
reflect
fair
value.
Investments
in
mutual
funds
are
valued
at
the
mutual
fund’s
closing
NAV
per
share
on
the
day
of
valuation.
Assets
and
liabilities
other
than
financial
instruments,
including
short-term
receivables
and
payables,
are
carried
at
cost,
or
estimated
realizable
value,
if
less,
which
approximates
fair
value.
Investments
for
which
market
quotations are
not
readily
available
or
deemed
unreliable
are
valued
at
fair
value
as
determined
in
good
faith
by
the
Valuation
Designee.
The
Valuation
Designee
has
adopted
methodologies
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
or
deemed
unreliable,
including
the
use
of
other
pricing
sources.
Factors
used
in
determining
fair
value
vary
by
type
of
investment
and
may
include
market
or
investment
specific
considerations.
The
Valuation
Designee typically
will
afford
greatest
weight
to
actual
prices
in
arm’s
length
transactions,
to
the
extent
they
represent
orderly
transactions
between
market
participants,
transaction
information
can
be
reliably
obtained,
and
prices
are
deemed
representative
of
fair
value.
However,
the
Valuation
Designee may
also
consider
other
valuation
methods
such
as
market-based
valuation
multiples;
a
discount
or
premium
from
market
value
of
a
similar,
freely
traded
security
of
the
same
issuer;
discounted
cash
flows;
yield
to
maturity;
or
some
combination.
Fair
value
determinations
are
reviewed
on
a
regular
basis.
Because
any
fair
value
determination
involves
a
significant
amount
of
judgment,
there
is
a
degree
of
subjectivity
inherent
in
such
pricing
decisions. Fair
value
prices
determined
by
the
Valuation
Designee could
differ
from
those
of
other
market
participants,
and
it
is
possible
that
the
fair
value
determined
for
a
security
may
be
materially
different
from
the
value
that
could
be
realized
upon
the
sale
of
that
security.
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
December
31,
2022
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments):
NOTE
3
-
OTHER
INVESTMENT
TRANSACTIONS
Consistent
with
its
investment
objective,
the
fund
engages
in
the
following
practices
to
manage
exposure
to
certain
risks
and/or
to
enhance
performance.
The
investment
objective,
policies,
program,
and
risk
factors
of
the
fund
are
described
more
fully
in
the
fund’s
prospectus
and
Statement
of
Additional
Information.
When-Issued
Securities
The fund
enters
into
when-issued
purchase
or
sale
commitments,
pursuant
to
which
it
agrees
to
purchase
or
sell,
respectively,
an
authorized
but
not
yet
issued
security
for
a
fixed
unit
price,
with
payment
and
delivery
not
due
until
issuance
of
the
security
on
a
scheduled
future
date.
When-issued
securities
may
be
new
securities
or
securities
issued
through
a
corporate
action,
such
as
a
reorganization
or
restructuring.
Until
settlement,
the
fund
maintains
liquid
assets
sufficient
to
settle
its
commitment
to
purchase
a
when-issued
security
or,
in
the
case
of
a
sale
commitment,
the
fund
maintains
an
entitlement
to
the
security
to
be
sold.
Amounts
realized
on
when-
issued
transactions
are
included
in
realized
gain/loss
on
securities
in
the
accompanying
financial
statements.
Securities
Lending
The fund
may
lend
its
securities
to
approved
borrowers
to
earn
additional
income.
Its
securities
lending
activities
are
administered
by
a
lending
agent
in
accordance
with
a
securities
lending
agreement.
Security
loans
generally
do
not
have
stated
maturity
dates,
and
the
fund
may
recall
a
security
at
any
time.
The
fund
receives
collateral
in
the
form
of
cash
or
U.S.
government
securities.
Collateral
is
maintained
over
the
life
of
the
loan
in
an
amount
not
less
than
the
value
of
loaned
securities;
any
additional
collateral
required
due
to
changes
in
security
values
is
delivered
to
the
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Common
Stocks
$
27,399,237
$
142,630
$
—
$
27,541,867
Short-Term
Investments
532,292
—
—
532,292
Securities
Lending
Collateral
51
—
—
51
Total
$
27,931,580
$
142,630
$
—
$
28,074,210
fund
the
next
business
day.
Cash
collateral
is
invested
in
accordance
with
investment
guidelines
approved
by
fund
management.
Additionally,
the
lending
agent
indemnifies
the
fund
against
losses
resulting
from
borrower
default.
Although
risk
is
mitigated
by
the
collateral
and
indemnification,
the
fund
could
experience
a
delay
in
recovering
its
securities
and
a
possible
loss
of
income
or
value
if
the
borrower
fails
to
return
the
securities,
collateral
investments
decline
in
value,
and
the
lending
agent
fails
to
perform.
Securities
lending
revenue
consists
of
earnings
on
invested
collateral
and
borrowing
fees,
net
of
any
rebates
to
the
borrower,
compensation
to
the
lending
agent,
and
other
administrative
costs.
In
accordance
with
GAAP,
investments
made
with
cash
collateral
are
reflected
in
the
accompanying
financial
statements,
but
collateral
received
in
the
form
of
securities
is
not.
At
December
31,
2022,
the
value
of
loaned
securities
was
$50,000;
the
value
of
cash
collateral
and
related
investments
was
$51,000.
Other
Purchases
and
sales
of
portfolio
securities
other
than
short-term securities
aggregated $60,370,125,000 and
$66,262,916,000,
respectively,
for
the
year ended
December
31,
2022.
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
no
provision
for
federal
income
taxes
is
required
since
the
fund
intends
to
continue
to
qualify
as
a
regulated
investment
company
under
Subchapter
M
of
the
Internal
Revenue
Code
and
distribute
to
shareholders
all
of
its
taxable
income
and
gains.
Distributions
determined
in
accordance
with
federal
income
tax
regulations
may
differ
in
amount
or
character
from
net
investment
income
and
realized
gains
for
financial
reporting
purposes.
The fund
files
U.S.
federal,
state,
and
local
tax
returns
as
required. The
fund’s
tax
returns
are
subject
to
examination
by
the
relevant
tax
authorities
until
expiration
of
the
applicable
statute
of
limitations,
which
is
generally
three
years
after
the
filing
of
the
tax
return
but
which
can
be
extended
to
six
years
in
certain
circumstances.
Tax
returns
for
open
years
have
incorporated
no
uncertain
tax
positions
that
require
a
provision
for
income
taxes.
Capital
accounts
within
the
financial
reporting
records
are
adjusted
for
permanent
book/
tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
permanent
book/tax
adjustments,
if
any,
have
no
impact
on
results
of
operations
or
net
assets.
The
permanent
book/tax
adjustments
relate
primarily
to
redemptions
in
kind
and
deemed
distributions
on
shareholder
redemptions.
The
tax
character
of
distributions
paid
for
the
periods
presented
was
as
follows:
At
December
31,
2022,
the
tax-basis
cost
of
investments
(including
derivatives,
if
any)
and
gross
unrealized
appreciation
and
depreciation
were
as
follows:
At
December
31,
2022,
the
tax-basis
components
of
accumulated
net
earnings
(loss)
were
as
follows:
Temporary
differences
between
book-basis
and
tax-basis
components
of
total
distributable
earnings
(loss)
arise
when
certain
items
of
income,
gain,
or
loss
are
recognized
in
different
periods
for
financial
statement
purposes
versus
for
tax
purposes;
these
differences
will
reverse
in
a
subsequent
reporting
period.
The
temporary
differences
relate
primarily
to
the
deferral
of
losses
from
wash
sales.
The
loss
carryforwards
and
deferrals
primarily
relate
to
post-October
loss
deferrals. The
fund
has
elected
to
defer
certain
losses
to
the
first
day
of
the
following
fiscal
year
for
post-October
capital
loss
deferrals.
($000s)
December
31,
2022
December
31,
2021
Ordinary
income
(including
short-term
capital
gains,
if
any)
$
617,899
$
1,606,919
Long-term
capital
gain
2,110,656
2,378,772
Total
distributions
$
2,728,555
$
3,985,691
($000s)
Cost
of
investments
$
26,010,647
Unrealized
appreciation
$
2,754,835
Unrealized
depreciation
(691,323
)
Net
unrealized
appreciation
(depreciation)
$
2,063,512
($000s)
Net
unrealized
appreciation
(depreciation)
2,063,512
Loss
carryforwards
and
deferrals
(75,254
)
Total
distributable
earnings
(loss)
$
1,988,258
NOTE
5
-
FOREIGN TAXES
The
fund
is
subject
to
foreign
income
taxes
imposed
by
certain
countries
in
which
it
invests.
Additionally,
capital
gains
realized
upon
disposition
of
securities
issued
in
or
by
certain
foreign
countries
are
subject
to
capital
gains
tax
imposed
by
those
countries.
All
taxes
are
computed
in
accordance
with
the
applicable
foreign
tax
law,
and,
to
the
extent
permitted,
capital
losses
are
used
to
offset
capital
gains.
Taxes
attributable
to
income
are
accrued
by
the
fund
as
a
reduction
of
income.
Current
and
deferred
tax
expense
attributable
to
capital
gains
is
reflected
as
a
component
of
realized
or
change
in
unrealized
gain/loss
on
securities
in
the
accompanying
financial
statements.
To
the
extent
that
the
fund
has
country
specific
capital
loss
carryforwards,
such
carryforwards
are
applied
against
net
unrealized
gains
when
determining
the
deferred
tax
liability.
Any
deferred
tax
liability
incurred
by
the
fund
is
included
in
either
Other
liabilities
or
Deferred
tax
liability
on
the
accompanying
Statement
of
Assets
and
Liabilities.
NOTE
6
-
RELATED
PARTY
TRANSACTIONS
The
fund
is
managed
by
T.
Rowe
Price
Associates,
Inc.
(Price
Associates),
a
wholly
owned
subsidiary
of
T.
Rowe
Price
Group,
Inc.
(Price
Group). The
investment
management
agreement
between
the
fund
and
Price
Associates
provides
for
an
annual
investment
management
fee
that
consists
of
an
individual
fund
fee
and
a
group
fee;
management
fees
are
computed
daily
and
paid
monthly.
The
investment
management
agreement
provides
for
an
individual
fund
fee
equal
to
0.27%
of
the fund’s
average
daily
net
assets.
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 December
31,
2022,
the
effective
annual
group
fee
rate
was
0.29%. Prior
to
May
1,
2022,
Price
Associates
had
contractually
agreed,
through
April
30,
2022,
to
waive
a
portion
of
its
management
fee
so
that
an
individual
fund
fee
of
0.2975%
was
applied
to
the
fund’s
average
daily
net
assets
that
were
equal
to
or
greater
than
$20
billion. Effective
May
1,
2022,
Price
Associates
has
contractually
agreed,
at
least
through
April
30,
2023,
to
waive
a
portion
of
its
management
fee
so
that
an
individual
fund
fee
of 0.2295%
is
applied
to
the
fund’s
average
daily
net
assets
that
are
equal
to
or
greater
than $20 billion.
Thereafter,
this
agreement
will
automatically
renew
for
one-year
terms
unless
terminated
by
the
fund’s
Board.
Any
fees
waived
under
this
agreement
are
not
subject
to
reimbursement
to
Price
Associates
by
the
fund. The
total
management
fees
waived
were $5,480,000
and
allocated
ratably
in
the
amounts
of
$748,000
for
the
Investor
Class,
$34,000
for
the
Advisor
Class,
$751,000
for
the
I
Class,
and
$3,947,000
for
the
Z
Class,
for
the
year
ended
December
31,
2022.
The
I
Class
is
subject
to
an
operating
expense
limitation
(I
Class
Limit)
pursuant
to
which
Price
Associates
is
contractually
required
to
pay
all
operating
expenses
of
the
I
Class,
excluding
management
fees;
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage; non-recurring,
extraordinary expenses; and
acquired
fund
fees
and
expenses, to
the
extent
such
operating
expenses,
on
an
annualized
basis,
exceed
the
I
Class
Limit. This
agreement
will
continue
through
the
expense
limitation
date
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
The
I
Class
is
required
to
repay
Price
Associates
for
expenses
previously
paid
to
the
extent
the
class’s
net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the
class’s
operating
expenses
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
I
Class
Limit
in
place
at
the
time
such
amounts
were
paid;
or
(2)
the
current
I
Class
Limit.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
The
Z
Class
is
also
subject
to
a
contractual
expense
limitation
agreement
whereby
Price
Associates
has
agreed
to
waive
and/or
bear
all
of
the
Z
Class’
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
non-recurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses)
in
their
entirety.
This
fee
waiver
and/or
expense
reimbursement
arrangement
is
expected
to
remain
in
place
indefinitely,
and
the
agreement
may
only
be
amended
or
terminated
with
approval
by
the
fund’s
Board.
Expenses
of
the
fund
waived/paid
by
the
manager
are
not
subject
to
later
repayment
by
the
fund.
Pursuant
to
these
agreements,
expenses
were
waived/paid
by
and/or
repaid
to
Price
Associates
during
the
year ended December
31,
2022
as
indicated
in
the
table
below.
At
December
31,
2022,
there
were
no
amounts
subject
to
repayment
by
the
fund.
Any
repayment
of
expenses
previously
waived/paid
by
Price
Associates
during
the
period
would
be
included
in
the
net
investment
income
and
expense
ratios
presented
on
the
accompanying
Financial
Highlights.
I
Class
Z
Class
Expense
limitation/I
Class
Limit
0.05%
0.00%
Expense
limitation
date
04/30/24
N/A
(Waived)/repaid
during
the
period
($000s)
$—
$(131,609)
In
addition,
the
fund
has
entered
into
service
agreements
with
Price
Associates
and
two
wholly
owned
subsidiaries
of
Price
Associates,
each
an
affiliate
of
the
fund
(collectively,
Price).
Price
Associates
provides
certain
accounting
and
administrative
services
to
the
fund.
T.
Rowe
Price
Services,
Inc.
provides
shareholder
and
administrative
services
in
its
capacity
as
the
fund’s
transfer
and
dividend-disbursing
agent.
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
provides
subaccounting
and
recordkeeping
services
for
certain
retirement
accounts
invested
in
the
Investor
Class
and
Advisor Class.
For
the
year ended
December
31,
2022,
expenses
incurred
pursuant
to
these
service
agreements
were
$102,000 for
Price
Associates;
$2,161,000 for
T.
Rowe
Price
Services,
Inc.;
and
$666,000 for
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
All
amounts
due
to
and
due
from
Price,
exclusive
of
investment
management
fees
payable,
are
presented
net
on
the
accompanying
Statement
of
Assets
and
Liabilities.
Additionally,
the
fund
is
one
of
several
mutual
funds
in
which
certain
college
savings
plans
managed
by
Price
Associates may
invest.
As
approved
by
the
fund’s
Board
of
Directors,
shareholder
servicing
costs
associated
with
each
college
savings
plan
are
borne
by
the
fund
in
proportion
to
the
average
daily
value
of
its
shares
owned
by
the
college
savings
plan.
Price
has
agreed
to waive/reimburse
shareholder
servicing
costs in
excess
of
0.05%
of
the
fund’s
average
daily
value
of
its
shares
owned
by
the
college
savings
plan.
Any
amounts
waived/paid
by
Price
under
this
voluntary
agreement
are
not
subject
to
repayment
by
the
fund.
Price
may
amend
or
terminate
this
voluntary
arrangement
at
any
time
without
prior
notice.
For
the
year ended
December
31,
2022,
the
fund
was
charged $499,000 for
shareholder
servicing
costs
related
to
the
college
savings
plans, of
which
$221,000
was
for
services
provided
by
Price.
All
amounts
due
to
and
due
from
Price,
exclusive
of
investment
management
fees
payable,
are
presented
net
on
the
accompanying
Statement
of
Assets
and
Liabilities. At
December
31,
2022,
approximately 21%
of
the
outstanding
shares
of
the
I
Class
were
held
by
college
savings
plans.
Mutual
funds,
trusts,
and
other
accounts
managed
by
Price
Associates
or
its
affiliates
(collectively,
Price
Funds
and
accounts)
may
invest
in
the
fund.
No
Price
fund
or
account
may
invest
for
the
purpose
of
exercising
management
or
control
over
the
fund.
At
December
31,
2022,
approximately
100%
of
the
Z
Class’s
outstanding
shares
were
held
by
Price
Funds
and
accounts.
The fund
may
invest
its
cash
reserves
in
certain
open-end
management
investment
companies
managed
by
Price
Associates
and
considered
affiliates
of
the
fund:
the
T.
Rowe
Price
Government
Reserve
Fund
or
the
T.
Rowe
Price
Treasury
Reserve
Fund,
organized
as
money
market
funds
(together,
the
Price
Reserve
Funds).
The
Price
Reserve
Funds
are
offered
as
short-term
investment
options
to
mutual
funds,
trusts,
and
other
accounts
managed
by
Price
Associates
or
its
affiliates
and
are
not
available
for
direct
purchase
by
members
of
the
public.
Cash
collateral
from
securities
lending,
if
any,
is
invested
in
the
T.
Rowe
Price
Government
Reserve Fund. The
Price
Reserve
Funds
pay
no
investment
management
fees.
The
fund may
participate
in
securities
purchase
and
sale
transactions
with
other
funds
or
accounts
advised
by
Price
Associates
(cross
trades),
in
accordance
with
procedures
adopted
by the
fund’s
Board
and
Securities
and
Exchange
Commission
rules,
which
require,
among
other
things,
that
such
purchase
and
sale
cross
trades
be
effected
at
the
independent
current
market
price
of
the
security.
During
the
year ended
December
31,
2022,
the
fund
had
no
purchases
or
sales
cross
trades
with
other
funds
or
accounts
advised
by
Price
Associates.
Price
Associates
has
voluntarily
agreed
to
reimburse
the
fund
from
its
own
resources
on
a
monthly
basis
for
the
cost
of
investment
research
embedded
in
the
cost
of
the
fund’s
securities
trades.
This
agreement
may
be
rescinded
at
any
time.
For
the
year ended
December
31,
2022,
this
reimbursement
amounted
to
$3,118,000,
which
is
included
in
Net
realized
gain
(loss)
on
Securities
in
the
Statement
of
Operations.
NOTE
7
-
OTHER
MATTERS
Unpredictable
events
such
as
environmental
or
natural
disasters,
war,
terrorism,
pandemics,
outbreaks
of
infectious
diseases,
and
similar
public
health
threats
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
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.
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.
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Directors
and
Shareholders
of
T.
Rowe
Price
Value
Fund,
Inc.
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
portfolio
of
investments,
of
T.
Rowe
Price
Value
Fund,
Inc.
(the
"Fund")
as
of
December
31,
2022,
the
related
statement
of
operations
for
the
year
ended
December
31,
2022,
the
statement
of
changes
in
net
assets
for
each
of
the
two
years
in
the
period
ended
December
31,
2022,
including
the
related
notes,
and
the
financial
highlights
for
each
of
the
periods
indicated
therein
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
December
31,
2022,
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
two
years
in
the
period
ended
December
31,
2022
and
the
financial
highlights
for
each
of
the
periods
indicated
therein,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
of
these
financial
statements
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
December
31,
2022
by
correspondence
with
the
custodians,
transfer
agent
and
brokers;
when
replies
were
not
received
from
brokers,
we
performed
other
auditing
procedures.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
PricewaterhouseCoopers
LLP
Baltimore,
Maryland
February
16,
2023
We
have
served
as
the
auditor
of
one
or
more
investment
companies
in
the
T.
Rowe
Price
group
of
investment
companies
since
1973.
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
(continued)
TAX
INFORMATION
(UNAUDITED)
FOR
THE
TAX
YEAR
ENDED 12/31/22
We
are
providing
this
information
as
required
by
the
Internal
Revenue
Code.
The
amounts
shown
may
differ
from
those
elsewhere
in
this
report
because
of
differences
between
tax
and
financial
reporting
requirements.
The
fund’s
distributions
to
shareholders
included:
$98,127,000 from
short-term
capital
gains
$3,036,937,000 from
long-term
capital
gains,
subject
to
a
long-term
capital
gains
tax
rate
of
not
greater
than
20%
For
taxable
non-corporate
shareholders,
$516,056,000 of
the
fund's
income
represents
qualified
dividend
income
subject
to
a
long-term
capital
gains
tax
rate
of
not
greater
than
20%.
For
corporate
shareholders,
$475,798,000
of
the
fund's
income
qualifies
for
the
dividends-received
deduction.
For
individuals
and
certain
trusts
and
estates
which
are
entitled
to
claim
a
deduction
of
up
to
20%
of
their
combined
qualified
real
estate
investment
trust
(REIT)
dividends,
$22,933,000 of
the
fund's
income
qualifies
as
qualified
real
estate
investment
trust
(REIT)
dividends.
INFORMATION
ON
PROXY
VOTING
POLICIES,
PROCEDURES,
AND
RECORDS
A
description
of
the
policies
and
procedures
used
by
T.
Rowe
Price
funds
to
determine
how
to
vote
proxies
relating
to
portfolio
securities
is
available
in
each
fund’s
Statement
of
Additional
Information.
You
may
request
this
document
by
calling
1-800-225-5132
or
by
accessing
the
SEC’s
website,
sec.gov.
The
description
of
our
proxy
voting
policies
and
procedures
is
also
available
on
our
corporate
website.
To
access
it,
please
visit
the
following
Web
page:
https://www.troweprice.com/corporate/us/en/utility/policies.html
Scroll
down
to
the
section
near
the
bottom
of
the
page
that
says,
“Proxy
Voting
Guidelines.”
Click
on
the
links
in
the
shaded
box.
Each
fund’s
most
recent
annual
proxy
voting
record
is
available
on
our
website
and
through
the
SEC’s
website.
To
access
it
through
T.
Rowe
Price,
visit
the
website
location
shown
above,
and
scroll
down
to
the
section
near
the
bottom
of
the
page
that
says,
“Proxy
Voting
Records.”
Click
on
the
Proxy
Voting
Records
link
in
the
shaded
box.
HOW
TO
OBTAIN
QUARTERLY
PORTFOLIO
HOLDINGS
The
fund
files
a
complete
schedule
of
portfolio
holdings
with
the
Securities
and
Exchange
Commission
(SEC)
for
the
first
and
third
quarters
of
each
fiscal
year
as
an
exhibit
to
its
reports
on
Form
N-PORT.
The
fund’s
reports
on
Form
N-PORT
are
available
electronically
on
the
SEC’s
website
(sec.gov).
In
addition,
most
T.
Rowe
Price
funds
disclose
their
first
and
third
fiscal
quarter-end
holdings
on
troweprice.com
.
LIQUIDITY
RISK
MANAGEMENT
PROGRAM
In
accordance
with
Rule
22e-4
(Liquidity
Rule)
under
the
Investment
Company
Act
of
1940,
as
amended,
the
fund
has
established
a
liquidity
risk
management
program
(Liquidity
Program)
reasonably
designed
to
assess
and
manage
the
fund’s
liquidity
risk,
which
generally
represents
the
risk
that
the
fund
would
not
be
able
to
meet
redemption
requests
without
significant
dilution
of
remaining
investors’
interests
in
the
fund.
The
fund’s
Board
of
Directors
(Board)
has
appointed
the
fund’s
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser),
as
the
administrator
of
the
Liquidity
Program.
As
administrator,
the
Adviser
is
responsible
for
overseeing
the
day-to-day
operations
of
the
Liquidity
Program
and,
among
other
things,
is
responsible
for
assessing,
managing,
and
reviewing
with
the
Board
at
least
annually
the
liquidity
risk
of
each
T.
Rowe
Price
fund.
The
Adviser
has
delegated
oversight
of
the
Liquidity
Program
to
a
Liquidity
Risk
Committee
(LRC),
which
is
a
cross-functional
committee
composed
of
personnel
from
multiple
departments
within
the
Adviser.
The
Liquidity
Program’s
principal
objectives
include
supporting
the
T.
Rowe
Price
funds’
compliance
with
limits
on
investments
in
illiquid
assets
and
mitigating
the
risk
that
the
fund
will
be
unable
to
timely
meet
its
redemption
obligations.
The
Liquidity
Program
also
includes
a
number
of
elements
that
support
the
management
and
assessment
of
liquidity
risk,
including
an
annual
assessment
of
factors
that
influence
the
fund’s
liquidity
and
the
periodic
classification
and
reclassification
of
a
fund’s
investments
into
categories
that
reflect
the
LRC’s
assessment
of
their
relative
liquidity
under
current
market
conditions.
Under
the
Liquidity
Program,
every
investment
held
by
the
fund
is
classified
at
least
monthly
into
one
of
four
liquidity
categories
based
on
estimations
of
the
investment’s
ability
to
be
sold
during
designated
time
frames
in
current
market
conditions
without
significantly
changing
the
investment’s
market
value.
As
required
by
the
Liquidity
Rule,
at
a
meeting
held
on
July
25,
2022,
the
Board
was
presented
with
an
annual
assessment
prepared
by
the
LRC,
on
behalf
of
the
Adviser,
that
addressed
the
operation
of
the
Liquidity
Program
and
assessed
its
adequacy
and
effectiveness
of
implementation,
including
any
material
changes
to
the
Liquidity
Program
and
the
determination
of
each
fund’s
Highly
Liquid
Investment
Minimum
(HLIM).
The
annual
assessment
included
consideration
of
the
following
factors,
as
applicable:
the
fund’s
investment
strategy
and
liquidity
of
portfolio
investments
during
normal
and
reasonably
foreseeable
stressed
conditions,
including
whether
the
investment
strategy
is
appropriate
for
an
open-end
fund,
the
extent
to
which
the
strategy
involves
a
relatively
concentrated
portfolio
or
large
positions
in
particular
issuers,
and
the
use
of
borrowings
for
investment
purposes
and
derivatives;
short-term
and
long-term
cash
flow
projections
covering
both
normal
and
reasonably
foreseeable
stressed
conditions;
and
holdings
of
cash
and
cash
equivalents,
as
well
as
available
borrowing
arrangements.
For
the
fund
and
other
T.
Rowe
Price
funds,
the
annual
assessment
incorporated
a
report
related
to
a
fund’s
holdings,
shareholder
and
portfolio
concentration,
any
borrowings
during
the
period,
cash
flow
projections,
and
other
relevant
data
for
the
period
of
April
1,
2021,
through
March
31,
2022.
The
report
described
the
methodology
for
classifying
a
fund’s
investments
(including
any
derivative
transactions)
into
one
of
four
liquidity
categories,
as
well
as
the
percentage
of
a
fund’s
investments
assigned
to
each
category.
It
also
explained
the
methodology
for
establishing
a
fund’s
HLIM
and
noted
that
the
LRC
reviews
the
HLIM
assigned
to
each
fund
no
less
frequently
than
annually.
During
the
period
covered
by
the
annual
assessment,
the
LRC
has
concluded,
and
reported
to
the
Board,
that
the
Liquidity
Program
continues
to
operate
adequately
and
effectively
and
is
reasonably
designed
to
assess
and
manage
the
fund’s
liquidity
risk.
LIQUIDITY
RISK
MANAGEMENT
PROGRAM
(continued)
ABOUT
THE
FUND'S
DIRECTORS
AND
OFFICERS
Your
fund
is
overseen
by
a
Board
of
Directors
(Board)
that
meets
regularly
to
review
a
wide
variety
of
matters
affecting
or
potentially
affecting
the
fund,
including
performance,
investment
programs,
compliance
matters,
advisory
fees
and
expenses,
service
providers,
and
business
and
regulatory
affairs.
The
Board
elects
the
fund’s
officers,
who
are
listed
in
the
final
table.
The
directors
who
are
also
employees
or
officers
of
T.
Rowe
Price
are
considered
to
be
“interested”
directors
as
defined
in
Section
2(a)(19)
of
the
1940
Act
because
of
their
relationships
with
T.
Rowe
Price
and
its
affiliates.
The
business
address
of
each
director
and
officer
is
100
East
Pratt
Street,
Baltimore,
Maryland
21202.
The
Statement
of
Additional
Information
includes
additional
information
about
the
fund
directors
and
is
available
without
charge
by
calling
a
T.
Rowe
Price
representative
at
1-800-638-5660.
INDEPENDENT
DIRECTORS
(a)
Name
(Year
of
Birth)
Year
Elected
[Number
of
T.
Rowe
Price
Portfolios
Overseen]
Principal
Occupation(s)
and
Directorships
of
Public
Companies
and
Other
Investment
Companies
During
the
Past
Five
Years
Teresa
Bryce
Bazemore
(1959)
2018
[205]
President
and
Chief
Executive
Officer,
Federal
Home
Loan
Bank
of
San
Francisco
(2021
to
present);
President,
Radian
Guaranty
(2008
to
2017);
Chief
Executive
Officer,
Bazemore
Consulting
LLC
(2018
to
2021);
Director,
Chimera
Investment
Corporation
(2017
to
2021);
Director,
First
Industrial
Realty
Trust
(2020
to
present);
Director,
Federal
Home
Loan
Bank
of
Pittsburgh
(2017
to
2019)
Ronald
J.
Daniels
(b)
(1959)
2018
[0]
President,
The
Johns
Hopkins
University
and
Professor,
Political
Science
Department,
The
Johns
Hopkins
University
(2009
to
present);
Director,
Lyndhurst
Holdings
(2015
to
present);
Director,
BridgeBio
Pharma,
Inc.
(2020
to
present)
Bruce
W.
Duncan
(1951)
2013
[205]
President,
Chief
Executive
Officer,
and
Director,
CyrusOne,
Inc.
(2020
to
2021);
Chief
Executive
Officer
and
Director
(2009
to
2016),
Chair
of
the
Board
(2016
to
2020),
and
President
(2009
to
2016),
First
Industrial
Realty
Trust,
owner
and
operator
of
industrial
properties;
Chair
of
the
Board
(2005
to
2016)
and
Director
(1999
to
2016),
Starwood
Hotels
&
Resorts,
a
hotel
and
leisure
company;
Member,
Investment
Company
Institute
Board
of
Governors
(2017
to
2019);
Member,
Independent
Directors
Council
Governing
Board
(2017
to
2019);
Senior
Advisor,
KKR
(2018
to
present);
Director,
Boston
Properties
(2016
to
present);
Director,
Marriott
International,
Inc.
(2016
to
2020)
Robert
J.
Gerrard,
Jr.
(1952)
2012
[205]
Advisory
Board
Member,
Pipeline
Crisis/Winning
Strategies,
a
collaborative
working
to
improve
opportunities
for
young
African
Americans
(1997
to
2016);
Chair
of
the
Board,
all
funds
(July
2018
to
present)
INTERESTED DIRECTORS
(a)
Name
(Year
of
Birth)
Year
Elected
[Number
of
T.
Rowe
Price
Portfolios
Overseen]
Principal
Occupation(s)
and
Directorships
of
Public
Companies
and
Other
Investment
Companies
During
the
Past
Five
Years
Paul
F.
McBride
(1956)
2013
[205]
Advisory
Board
Member,
Vizzia
Technologies
(2015
to
present);
Board
Member,
Dunbar
Armored
(2012
to
2018)
Kellye
L.
Walker
(c)
(1966)
2021
[205]
Executive
Vice
President
and
Chief
Legal
Officer,
Eastman
Chemical
Company
(April
2020
to
present);
Executive
Vice
President
and
Chief
Legal
Officer,
Huntington
Ingalls
Industries,
Inc.
(January
2015
to
March
2020);
Director,
Lincoln
Electric
Company
(October
2020
to
present)
(a)
All
information
about
the
independent
directors
was
current
as
of
December
31,
2021,
unless
otherwise
indicated,
except
for
the
number
of
portfolios
overseen,
which
is
current
as
of
the
date
of
this
report.
(b)
Effective
April
27,
2022,
Mr.
Daniels
resigned
from
his
role
as
an
independent
director
of
the
Price
Funds.
(c)
Effective
November
8,
2021,
Ms.
Walker
was
appointed
as
an
independent
director
of
the
Price
Funds.
Name
(Year
of
Birth)
Year
Elected
[Number
of
T.
Rowe
Price
Portfolios
Overseen]
Principal
Occupation(s)
and
Directorships
of
Public
Companies
and
Other
Investment
Companies
During
the
Past
Five
Years
David
Oestreicher
(1967)
2018
[205]
Director,
Vice
President,
and
Secretary,
T.
Rowe
Price,
T.
Rowe
Price
Investment
Services,
Inc.,
T.
Rowe
Price
Retirement
Plan
Services,
Inc.,
and
T.
Rowe
Price
Services,
Inc.;
Director
and
Secretary,
T.
Rowe
Price
Investment
Management,
Inc.
(Price
Investment
Management);
Vice
President
and
Secretary,
T.
Rowe
Price
International
(Price
International);
Vice
President,
T.
Rowe
Price
Hong
Kong
(Price
Hong
Kong),
T. Rowe
Price
Japan
(Price
Japan),
and
T.
Rowe
Price
Singapore
(Price
Singapore);
General
Counsel,
Vice
President,
and
Secretary,
T.
Rowe
Price
Group,
Inc.;
Chair
of
the
Board,
Chief
Executive
Officer,
President,
and
Secretary,
T.
Rowe
Price
Trust
Company;
Principal
Executive
Officer
and
Executive
Vice
President,
all
funds
Robert
W.
Sharps,
CFA,
CPA
(b)
(1971)
2017
[0]
Director
and
Vice
President,
T.
Rowe
Price;
Director,
Price
Investment
Management;
Chief
Executive
Officer
and
President,
T.
Rowe
Price
Group,
Inc.;
Vice
President,
T.
Rowe
Price
Trust
Company
INDEPENDENT
DIRECTORS
(a)
(CONTINUED)
OFFICERS
Name
(Year
of
Birth)
Year
Elected
[Number
of
T.
Rowe
Price
Portfolios
Overseen]
Principal
Occupation(s)
and
Directorships
of
Public
Companies
and
Other
Investment
Companies
During
the
Past
Five
Years
Eric
L.
Veiel,
CFA
(1972)
2022
[205]
Director
and
Vice
President,
T.
Rowe
Price;
Vice
President,
T.
Rowe
Price
Group,
Inc.,
and
T.
Rowe
Price
Trust
Company
(a)
All
information
about
the
interested
directors
was
current
as
of
January
1,
2022,
unless
otherwise
indicated,
except
for
the
number
of
portfolios
overseen,
which
is
current
as
of
the
date
of
this
report.
(b)
Effective
February
3,
2022,
Mr.
Sharps
resigned
from
his
role
as
an
interested
director
of
the
Price
Funds.
Name
(Year
of
Birth)
Position
Held
With
Value
Fund
Principal
Occupation(s)
Peter
J.
Bates,
CFA
(1974)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.
Jason
A.
Bauer
(1979)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.
Armando
(Dino)
Capasso
(1974)
Chief
Compliance
Officer
Chief
Compliance
Officer
and
Vice
President,
T.
Rowe
Price
and
Price
Investment
Management;
Vice
President,
T.
Rowe
Price
Group,
Inc.;
formerly,
Chief
Compliance
Officer,
PGIM
Investments
LLC
and
AST
Investment
Services,
Inc.
(ASTIS)
(to
2022);
Chief
Compliance
Officer,
PGIM
Retail
Funds
complex
and
Prudential
Insurance
Funds
(to
2022);
Vice
President
and
Deputy
Chief
Compliance
Officer,
PGIM
Investments
LLC
and
ASTIS
(to
2019);
Senior
Vice
President
and
Senior
Counsel,
Pacific
Investment
Management
Company
LLC
(to
2017)
Vincent
M.
DeAugustino
(1983)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.
Alan
S.
Dupski,
CPA
(1982)
Principal
Financial
Officer,
Vice
President,
and
Treasurer
Vice
President,
Price
Investment
Management,
T.
Rowe
Price,
T.
Rowe
Price
Group,
Inc.,
and
T.
Rowe
Price
Trust
Company
Mark
S.
Finn,
CFA,
CPA
(1963)
President
Vice
President,
T.
Rowe
Price,
T.
Rowe
Price
Group,
Inc.,
and
T.
Rowe
Price
Trust
Company
Unless
otherwise
noted,
officers
have
been
employees
of
T.
Rowe
Price
or
Price
International
for
at
least
5
years.
INTERESTED DIRECTORS
(a)
(CONTINUED)
Name
(Year
of
Birth)
Position
Held
With
Value
Fund
Principal
Occupation(s)
Gary
J.
Greb
(1961)
Vice
President
Vice
President,
Price
Investment
Management,
T.
Rowe
Price,
Price
International,
and
T.
Rowe
Price
Trust
Company
Cheryl
Hampton,
CPA
(1969)
Vice
President
Vice
President,
T.
Rowe
Price;
formerly,
Tax
Director,
Invesco
Ltd.
(to
2021);
Vice
President,
Oppenheimer
Funds,
Inc.
(to
2019)
Ryan
S.
Hedrick,
CFA
(1980)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.
Kate
Hobbs
(1982)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.;
formerly,
Portfolio
Manager,
Millennium
Partners
(to
2020);
Senior
Analyst,
Citadel
LLC,
Aptigon
Capital
(to
2018)
Jonathan
R.
Hussey,
CFA
(1982)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.
Benjamin
Kersse,
CPA
(1989)
Vice
President
Vice
President,
T.
Rowe
Price
Vineet
Khanna
(1989)
Vice
President
Employee,
T.
Rowe
Price;
formerly,
Equity
Securities
Associate,
LaSalle
Investment
Management
(to
2018)
Gregg
Korondi
(1976)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.;
formerly,
Managing
Director,
LaSalle
Investment
Management
Securities
(to
2019)
Paul
J.
Krug,
CPA
(1964)
Vice
President
Vice
President,
T.
Rowe
Price,
T.
Rowe
Price
Group,
Inc.,
and
T.
Rowe
Price
Trust
Company
John
D.
Linehan,
CFA
(1965)
Vice
President
Vice
President,
T.
Rowe
Price,
T.
Rowe
Price
Group,
Inc.,
and
T.
Rowe
Price
Trust
Company
Jodi
Love
(1977)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.;
formerly,
Managing
Director,
Jennison
Associates
LLC
(to
2019)
Daniel
Martino,
CFA
(1974)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.
Heather
K.
McPherson,
CPA
(1967)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.
Fran
M.
Pollack-Matz
(1961)
Vice
President
and
Secretary
Vice
President,
T.
Rowe
Price,
T.
Rowe
Price
Group,
Inc.,
T.
Rowe
Price
Investment
Services,
Inc.,
and
T.
Rowe
Price
Services,
Inc.
Shannon
H.
Rauser
(1987)
Assistant
Secretary
Assistant
Vice
President,
T.
Rowe
Price
Unless
otherwise
noted,
officers
have
been
employees
of
T.
Rowe
Price
or
Price
International
for
at
least
5
years.
Name
(Year
of
Birth)
Position
Held
With
Value
Fund
Principal
Occupation(s)
Daniel
Shear
(1992)
Vice
President
Employee,
T.
Rowe
Price;
formerly,
student,
The
University
of
Chicago
Booth
School
of
Business
(to
2020);
summer
intern,
T.
Rowe
Price
(2019);
Strategic
Finance
Analyst,
Uber
Technologies,
Inc.
(to
2018)
Weijie
(Vivian)
Si
(1983)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.
Megan
Warren
(1968)
Vice
President
OFAC
Sanctions
Compliance
Officer
and
Vice
President,
Price
Investment
Management;
Vice
President,
T.
Rowe
Price,
T.
Rowe
Price
Group,
Inc.,
T.
Rowe
Price
Retirement
Plan
Services,
Inc.,
T.
Rowe
Price
Services,
Inc.,
and
T.
Rowe
Price
Trust
Company
Unless
otherwise
noted,
officers
have
been
employees
of
T.
Rowe
Price
or
Price
International
for
at
least
5
years.
T.
Rowe
Price
Investment
Services,
Inc.
|
100
East
Pratt
Street
|
Baltimore,
MD
21202-1009
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Rowe
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you
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All
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principal.
Investing
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Rowe
Price
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Rowe
Price
Advisory
Services,
Inc.,
a
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investment
adviser
under
the
Investment
Advisers
Act
of
1940.
Brokerage
services
are
provided
by
T.
Rowe
Price
Investment
Services,
Inc.,
member
FINRA/SIPC.
Brokerage
accounts
are
carried
by
Pershing
LLC,
a
BNY
Mellon
Company,
member
NYSE/FINRA/SIPC.
T.
Rowe
Price
Advisory
Services,
Inc.,
and
T.
Rowe
Price
Investment
Services,
Inc.,
are
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companies.
2
Brokerage
services
are
provided
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T.
Rowe
Price
Investment
Services,
Inc.,
member
FINRA/SIPC.
Brokerage
accounts
are
carried
by
Pershing
LLC,
a
BNY
Mellon
Company,
member
NYSE/FINRA/SIPC.
202302-2582860
F107-050
2/23
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.
Item 3. Audit Committee Financial Expert.
The registrant’s Board of Directors has determined that Ms. Teresa Bryce Bazemore qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Bazemore is considered independent for purposes of Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) – (d) Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant’s principal accountant were as follows:
| | | | | | | | | | |
| | | | | 2022 | | | 2021 | |
| | Audit Fees | | $ | 21,734 | | | $ | 21,342 | |
| | Audit-Related Fees | | | - | | | | - | |
| | Tax Fees | | | - | | | | 2,215 | |
| | All Other Fees | | | - | | | | - | |
Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.
(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.
(2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $2,037,000 and $3,732,000, respectively.
(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
Item 11. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
T. Rowe Price Value Fund, Inc.
| | |
| By | | /s/ David Oestreicher |
| | David Oestreicher |
| | Principal Executive Officer |
| |
| Date | | February 16, 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 | | February 16, 2023 |
| | |
| By | | /s/ Alan S. Dupski |
| | Alan S. Dupski |
| | Principal Financial Officer |
| |
| Date | | February 16, 2023 |
