Item 1. Report to Shareholders
T. Rowe Price Mid-Cap Value Fund
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December 31, 2003
Certified Annual Report
This report is certified under the Sarbanes-Oxley Act of 2002, which requires
that public companies, including mutual funds, affirm that the information
provided in their annual and semiannual shareholder reports fully and fairly
represents their financial position.
T. Rowe Price Mid-Cap Value Fund
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Certified Annual Report
Performance Comparison
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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 may include a
broad-based market index and 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.
[Graphic Omitted]
MID-CAP VALUE FUND
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As of 12/31/03
Lipper Mid-Cap Value Funds Index $20,733
Mid-Cap Value Fund $28,042
S&P MidCap 400 Index $26,709
Lipper
S&P Mid-Cap
MidCap Value Mid-Cap
400 Funds Value
Index Index Fund
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6/28/96 $ 10,000 $ 10,000 $ 10,000
12/96 10,915 10,966 11,630
12/97 14,435 13,452 14,783
12/98 17,194 13,220 14,988
12/99 19,725 14,798 15,516
12/00 23,178 16,365 19,046
12/01 23,038 17,467 21,781
12/02 19,695 14,907 20,174
12/03 26,709 20,733 28,042
Note: Performance for Advisor and R Class shares will vary due to the differing
fee structure. See returns table below.
Average Annual Compound Total Return
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Since Inception
Periods Ended 12/31/03 1 Year 5 Years Inception Date
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Mid-Cap Value Fund 39.00% 13.35% 14.72% 6/28/96
S&P MidCap 400 Index 35.62 9.21 13.98*
Russell Midcap Value Index 38.07 8.73 12.35*
Lipper Mid-Cap Value Funds Index 39.08 9.42 10.21*
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Mid-Cap Value Fund-Advisor Class 38.89 - 38.95 9/30/02
Mid-Cap Value Fund-R Class 38.26 - 38.45 9/30/02
S&P MidCap 400 Index 35.62 - 33.48**
Russell Midcap Value Index 38.07 - 36.66**
Lipper Mid-Cap Value Funds Index 39.08 - 36.97**
* Benchmark since-inception data are for the time period 6/30/96-12/31/03.
** Benchmark since-inception data are for the time period 9/30/02-12/31/03.
Returns do not reflect taxes that the shareholder may pay on fund distributions
or the redemption of fund shares. Past performance cannot guarantee future
results.
T. Rowe Price Mid-Cap Value Fund
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Certified Annual Report
Dear Shareholder,
We are pleased to report that your fund returned 39.00% during the 12 months
ended December 31, 2003. The fund outpaced its market indexes, the S&P MidCap
400 Index and the Russell Midcap Value Index, and performed in line with its
Lipper fund category, as you can see from the table on the previous page.
Returns for the fund's Advisor and R Class shares were slightly lower due to
their different cost structures. The fund benefited from good stock selection in
the materials, telecommunications, consumer discretionary, and health care
sectors while stock selection in information technology hindered results.
As you know, the fund's investment objective is to provide long-term capital
appreciation by investing primarily in mid-size companies believed to be
undervalued. The fund invests at least 80% of net assets in companies whose
market capitalization falls within the range of companies in the S&P MidCap 400
Index.
[Graphic Omitted]
Major Index Returns
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12-Month Return
S&P 500 Stock Index 29%
S&P MidCap 400 Index 36%
Russell 2000 Index 47%
Nasdaq Composite 50%
The Major Index Returns chart shows how various domestic stock markets performed
over the past 12 months. As you can see, domestic stocks registered solid
returns, with the technology-heavy Nasdaq Composite and the small-cap Russell
2000 Index showing the best results. Mid-cap stocks also outperformed large-cap
stocks, as represented by the S&P 500 Stock Index.
The Top 5 Sectors table shows how the fund's assets were allocated as of
December 31, 2003. Financial services stocks remained the largest sector
allocation at 17.4% of net assets, about the same as a year earlier. Our
allocation to consumer discretionary stocks rose to 14.2% from 11.9% at the end
of 2002, while our utilities and materials holdings fell slightly. Sector
allocations are the result of the bottom-up stock selection process.
Top 5 Sectors
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Percent of Net Assets
12/31/02 12/31/03
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Financials 17.3% 17.4%
Consumer Discretionary 11.9 14.2
Information Technology 10.1 10.9
Utilities 11.1 9.7
Materials 11.2 8.9
The Best and Worst Contributors table shows the best and worst contributors to
the fund's performance during the year. Mining companies Teck Cominco and
Newmont Mining were among the fund's largest contributors, while BISYS Group,
which provides data management services, was a major detractor.
Best and Worst Contributors
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12 Months Ended 12/31/03
Best Contributors
- --------------------------------------------------------------------------------
Teck Cominco
Cable & Wireless **
Hasbro
Newmont Mining **
Molex
Worst Contributors
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Royal Ahold **
BISYS Group *
Allegheny Energy **
UnumProvident
Apple Computer **
* Position added
** Position eliminated
Finally, I'm sure you are aware that mutual fund companies have recently come
under scrutiny for their trading policies. The investigations have led to
allegations that executives of several mutual fund companies permitted or
engaged in improper mutual fund trading. In addition, certain intermediaries
that process fund transactions are alleged to have assisted some investors in
executing improper mutual fund trades. I want T. Rowe Price shareholders to know
that we emphatically condemn the abuses that have been revealed or alleged
against other firms in our industry. Our firm has
not entered and will not enter into any agreements with any investors or
intermediaries that authorize after-hours trading or excessive short-term
trading in any of our funds. T. Rowe Price investors can be assured that our
firm unequivocally opposes illegal or inappropriate trading of any nature and
has policies and procedures in place designed to protect the best interests of
our long-term shareholders. No T. Rowe Price executives or portfolio managers or
investment personnel of the T. Rowe Price mutual funds have engaged in any
inappropriate trading of T. Rowe Price mutual funds. You may find out more about
our trading policies and the steps we take to protect your interests by visiting
our Web site (troweprice.com). These policies are also spelled out in your
fund's prospectus.
We thank you for your continued support.
Respectfully,
James S. Riepe
Chairman
January 20, 2004
T. Rowe Price Mid-Cap Value Fund
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Certified Annual Report
Financial Highlights For a share outstanding throughout each period
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Mid-Cap Value class Year
Ended
12/31/03 12/31/02 12/31/01 12/31/00 12/31/99
NET ASSET VALUE
Beginning of period $ 15.00 $ 16.40 $ 15.64 $ 13.37 $ 13.66
Investment activities
Net investment
income (loss) 0.13 0.13 0.13 0.18 0.23
Net realized and
unrealized gain (loss) 5.70 (1.34) 2.07 2.82 0.22
Total from
investment activities 5.83 (1.21) 2.20 3.00 0.45
Distributions
Net investment income (0.13) (0.12) (0.13) (0.17) (0.23)
Net realized gain (0.36) (0.07) (1.31) (0.56) (0.51)
Total distributions (0.49) (0.19) (1.44) (0.73) (0.74)
NET ASSET VALUE
End of period $ 20.34 $ 15.00 $ 16.40 $ 15.64 $ 13.37
----------------------------------------------------
Ratios/Supplemental Data
Total return^ 39.00% (7.38)% 14.36% 22.75% 3.52%
Ratio of total expenses
to average net assets 0.91% 0.96% 0.98% 0.99% 1.04%
Ratio of net investment
income (loss) to average
net assets 0.91% 0.98% 0.95% 1.33% 1.60%
Portfolio turnover rate 50.4% 51.1% 57.5% 31.9% 26.8%
Net assets,
end of period
(in millions) $ 1,879 $ 991 $ 503 $ 282 $ 212
^ 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.
The accompanying notes are an integral part of these financial statements.
T. Rowe Price Mid-Cap Value Fund
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Certified Annual Report
Financial Highlights For a share outstanding throughout each period
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Advisor Class
Year 9/30/02
Ended Through
12/31/03 12/31/02
NET ASSET VALUE
Beginning of period $ 14.99 $ 13.97
Investment activities
Net investment income (loss) 0.13 0.04*
Net realized and unrealized gain (loss) 5.68 1.17**
Total from investment activities 5.81 1.21
Distributions
Net investment income (0.13) (0.12)
Net realized gain (0.36) (0.07)
Total distributions (0.49) (0.19)
NET ASSET VALUE
End of period $ 20.31 $ 14.99
------------------------------
Ratios/Supplemental Data
Total return^ 38.89% 8.66%*
Ratio of total expenses to
average net assets 1.08% 1.10%*!
Ratio of net investment
income (loss) to average
net assets 0.64% 1.29%*!
Portfolio turnover rate 50.4% 51.1%
Net assets, end of period
(in thousands) $ 67,383 $ 1,528
* Excludes expenses in excess of a 1.10% contractual expense limitation in
effect through 4/30/04.
** The amount presented is calculated pursuant to a methodology prescribed by
the Securities and Exchange Commission for a share outstanding throughout the
period. This amount is inconsistent with the fund's aggregate gains and
losses because of the timing of sales and redemptions of fund shares in
relation to fluctuating market values for the investment portfolio.
^ 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.
! Annualized
The accompanying notes are an integral part of these financial statements.
T. Rowe Price Mid-Cap Value Fund
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Certified Annual Report
Financial Highlights For a share outstanding throughout each period
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R Class
Year 9/30/02
Ended Through
12/31/03 12/30/02
NET ASSET VALUE
Beginning of period $ 15.00 $ 13.97
Investment activities
Net investment income (loss) 0.11 0.03*
Net realized and unrealized gain (loss) 5.61 1.18**
Total from investment activities 5.72 1.21
Distributions
Net investment income (0.13) (0.11)
Net realized gain (0.36) (0.07)
Total distributions (0.49) (0.18)
NET ASSET VALUE
End of period $ 20.23 $ 15.00
----------------------------
Ratios/Supplemental Data
Total return^ 38.26% 8.66%*
Ratio of total expenses to
average net assets 1.38% 1.40%*!
Ratio of net investment
income (loss) to average
net assets 0.36% 0.84%*!
Portfolio turnover rate 50.4% 51.1%
Net assets, end of period
(in thousands) $ 19,195 $ 109
* Excludes expenses in excess of a 1.40% contractual expense limitation in
effect through 4/30/04.
** The amount presented is calculated pursuant to a methodology prescribed by
the Securities and Exchange Commission for a share outstanding throughout
the period. This amount is inconsistent with the fund's aggregate gains and
losses because of the timing of sales and redemptions of fund shares in
relation to fluctuating market values for the investment portfolio.
^ 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.
! Annualized
The accompanying notes are an integral part of these financial statements.
T. Rowe Price Mid-Cap Value Fund
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Certified Annual Report December 31, 2003
Portfolio of Investments (ss.) Shares/Par Value
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($ 000s)
COMMON STOCKS 93.6%
CONSUMER DISCRETIONARY 14.2%
Household Durables 1.3%
Newell Rubbermaid 1,070,000 24,364
24,364
Leisure Equipment & Products 1.4%
Brunswick 410,000 13,050
Eastman Kodak 300,000 7,701
Hasbro 341,600 7,269
28,020
Media 9.5%
Cablevision Systems, Class A * 1,090,000 25,495
Cox Radio, Class A * 410,000 10,344
Dow Jones 445,000 22,183
Lamar Advertising, Class A * 510,000 19,033
Meredith 271,000 13,228
New York Times, Class A 290,000 13,859
Pearson (GBP) 1,650,000 18,320
Reuters (GBP) 5,025,000 21,079
Scholastic * 769,000 26,177
Washington Post, Class B 21,000 16,620
186,338
Multiline Retail 1.1%
Dillards, Class A 995,000 16,377
Kmart * 200,000 4,790
21,167
Specialty Retail 0.4%
GAP 351,000 8,147
8,147
Textiles, Apparel, & Luxury Goods 0.5%
Unifi * 1,615,000 10,417
10,417
Total Consumer Discretionary 278,453
CONSUMER STAPLES 4.5%
Food & Staples Retailing 0.8%
Costco Wholesale * 450,000 16,731
16,731
Food Products 3.7%
Archer-Daniels-Midland 1,289,000 19,618
Campbell Soup 618,700 16,581
ConAgra 630,000 16,626
Heinz 521,000 18,980
71,805
Total Consumer Staples 88,536
ENERGY 8.3%
Energy Equipment & Services 4.5%
Baker Hughes 728,000 23,412
Diamond Offshore Drilling 1,965,000 40,302
Grant Prideco * 1,891,300 24,625
88,339
Oil & Gas 3.8%
Amerada Hess 502,000 26,691
BG Group (GBP) 2,070,000 10,596
Kerr-McGee 420,000 19,526
Marathon Oil 553,000 18,299
75,112
Total Energy 163,451
FINANCIALS 17.1%
Capital Markets 2.6%
Janus Capital Group 908,900 14,915
LaBranche & Co. 1,435,000 16,747
Northern Trust 429,000 19,914
51,576
Commercial Banks 4.8%
Charter One Financial 384,800 13,295
Citizens Banking 350,000 11,452
Commerce Bancshares 352,773 17,293
Huntington Bancshares 910,000 20,475
National Commerce Financial 350,000 9,548
Synovus Financial 600,000 17,352
TCF Financial 97,500 5,006
94,421
Diversified Financial Services 0.3%
Groupe Bruxelles Lambert (EUR) 120,000 6,754
6,754
Insurance 8.6%
Cincinnati Financial 248,000 10,386
Conseco * 825,000 17,985
Hartford Financial Services 181,800 10,732
Loews 505,000 24,972
Ohio Casualty * 853,000 14,808
Protective Life 425,000 14,382
SAFECO 653,700 25,449
St. Paul Companies 524,400 20,792
Travelers Property Casualty, Class A 905,000 15,186
UnumProvident 847,700 13,368
168,060
Real Estate 0.8%
Apartment Investment & Management, REIT 450,000 15,525
15,525
Total Financials 336,336
HEALTH CARE 7.3%
Biotechnology 1.8%
MedImmune * 860,000 21,844
Protein Design Labs * 322,500 5,773
Vertex Pharmaceuticals * 720,000 7,365
34,982
Health Care Equipment & Supplies 0.6%
Guidant 210,000 12,642
12,642
Health Care Providers & Services 3.7%
Aetna 128,000 8,650
AmerisourceBergen 320,000 17,968
Laboratory Corporation of America * 205,000 7,575
Lincare Holdings * 540,000 16,216
NeighborCare * 411,600 8,129
Tenet Healthcare * 890,000 14,285
72,823
Pharmaceuticals 1.2%
Andrx * 267,000 6,419
King Pharmaceuticals * 1,130,000 17,244
23,663
Total Health Care 144,110
INDUSTRIALS & BUSINESS SERVICES 6.2%
Aerospace & Defense 1.8%
Raytheon 649,000 19,496
Rockwell Collins 517,200 15,532
35,028
Air Freight & Logistics 1.2%
CNF 584,000 19,797
Ryder System 85,000 2,903
22,700
Commercial Services & Supplies 3.0%
Herman Miller 708,000 17,183
Manpower 235,000 11,064
ServiceMaster 1,565,000 18,232
Viad 540,000 13,500
59,979
Machinery 0.2%
Joy Global 145,600 3,808
3,808
Total Industrials & Business Services 121,515
INFORMATION TECHNOLOGY 10.9%
Communications Equipment 0.9%
Harris 135,000 5,123
Tellabs * 1,460,000 12,308
17,431
Electronic Equipment & Instruments 4.0%
Agilent Technologies * 440,000 12,866
AVX 1,266,100 21,042
CDW 150,000 8,664
Littelfuse * 163,000 4,698
Molex, Class A 1,081,200 31,744
79,014
IT Services 2.9%
BearingPoint * 1,397,400 14,100
BISYS Group * 1,365,000 20,311
Ceridian * 713,000 14,930
Hewitt Associates, Class A * 272,000 8,133
57,474
Software 3.1%
BMC Software * 1,442,000 26,893
Cadence Design Systems * 840,000 15,103
Network Associates * 1,190,000 17,898
59,894
Total Information Technology 213,813
MATERIALS 7.9%
Chemicals 2.1%
Great Lakes Chemical 874,600 23,780
Potash Corp./Saskatchewan 204,000 17,642
41,422
Metals & Mining 3.5%
Meridian Gold * 1,340,000 19,577
Noranda 668,600 10,604
Nucor 364,500 20,412
Teck Cominco, Class B (CAD) 1,070,000 18,157
68,750
Paper & Forest Products 2.3%
Bowater 210,000 9,725
MeadWestvaco 492,200 14,643
Potlatch 632,000 21,975
46,343
Total Materials 156,515
TELECOMMUNICATION SERVICES 3.9%
Diversified Telecommunication Services 1.7%
AT&T 775,000 15,733
Qwest Communications International * 4,150,000 17,928
33,661
Wireless Telecommunication Services 2.2%
Crown Castle International * 921,000 10,159
Sprint PCS * 1,727,100 9,706
Telephone and Data Systems 359,000 22,455
42,320
Total Telecommunication Services 75,981
UTILITIES 9.0%
Electric Utilities 6.9%
CMS Energy * 1,097,000 9,346
Edison International * 260,000 5,702
El Paso Electric * 1,085,000 14,485
FirstEnergy 828,200 29,152
Pinnacle West Capital 484,500 19,390
Teco Energy 730,000 10,519
TXU 901,500 21,383
Unisource Energy 604,000 14,895
XCEL Energy 572,300 9,718
134,590
Gas Utilities 0.9%
NiSource 837,000 18,364
18,364
Multi-Utilities & Unregulated Power 1.2%
Duke Energy 1,190,000 24,336
24,336
Total Utilities 177,290
Total Miscellaneous Common Stocks 4.3% 84,236
Total Common Stocks (Cost $1,563,352) 1,840,236
CONVERTIBLE BONDS 0.5%
U.S. Cellular, LYONs, 6/15/15 14,850,000 7,171
XCEL Energy, 144A, 7.50%, 11/21/07 1,365,000 2,118
Total Convertible Bonds (Cost $7,358) 9,289
SHORT-TERM INVESTMENTS 5.4%
Money Market Fund 5.4%
T. Rowe Price Reserve Investment Fund, 1.13% # 106,611,320 106,611
Total Short-Term Investments (Cost $106,611) 106,611
Total Investments in Securities
99.5% of Net Assets (Cost $1,677,321) $1,956,136
----------
ss. Denominated in U.S. dollar unless otherwise noted
# Seven-day yield
* Non-income producing
144A Security was purchased pursuant to Rule 144A under the Securities Act of
1933 and may be resold in transactions exempt from registration only to
qualified institutional buyers--total of such securities at period-end
amounts to $2,118.000 and represents 0.1% of net assets
CAD Canadian dollar
EUR Euro
GBP British pound
LYONs Liquid Yield Option Notes
REIT Real Estate Investment Trust
The accompanying notes are an integral part of these financial statements.
T. Rowe Price Mid-Cap Value Fund
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Certified Annual Report December 31, 2003
Statement of Assets and Liabilities
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($ 000s)
Assets
Investments in securities, at value (cost $1,677,321) $ 1,956,136
Other assets 33,894
Total assets 1,990,030
Liabilities
Total liabilities 24,017
NET ASSETS $ 1,966,013
------------
Net Assets Consist of:
Undistributed net realized gain (loss) 55,684
Net unrealized gain (loss) 278,817
Paid-in-capital applicable to 96,657,166 shares of
$0.0001 par value capital stock outstanding;
1,000,000,000 shares authorized 1,631,512
NET ASSETS $ 1,966,013
------------
NET ASSET VALUE PER SHARE
Mid-Cap Value class
($1,879,434,209/92,389,923 shares outstanding) $ 20.34
------------
Advisor Class
($67,383,404/3,318,535 shares outstanding) $ 20.31
------------
R Class
($19,194,997/948,708 shares outstanding) $ 20.23
------------
The accompanying notes are an integral part of these financial statements.
T. Rowe Price Mid-Cap Value Fund
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Certified Annual Report
Statement of Operations
- --------------------------------------------------------------------------------
($ 000s)
Year
Ended
12/31/03
Investment Income (Loss)
Income
Dividend $ 22,282
Interest 790
Total income 23,072
Expenses
Investment management 8,500
Shareholder servicing
Mid-Cap Value class 2,424
Advisor Class 17
R Class 6
Prospectus and shareholder reports
Mid-Cap Value class 179
Advisor Class 9
R Class 1
Custody and accounting 182
Registration 179
Distribution and service (12b-1)
Advisor Class 50
R Class 17
Legal and audit 26
Directors 10
Miscellaneous 12
Total expenses 11,612
Expenses paid indirectly (3)
Net expenses 11,609
Net investment income (loss) 11,463
Statement of Operations
- --------------------------------------------------------------------------------
($ 000s)
Year
Ended
12/31/03
Realized and Unrealized Gain (Loss)
Net realized gain (loss)
Securities 92,885
Foreign currency transactions (140)
Net realized gain (loss) 92,745
Change in net unrealized gain (loss)
Securities 353,469
Other assets and liabilities
denominated in foreign currencies 4
Change in net unrealized gain (loss) 353,473
Net realized and unrealized gain (loss) 446,218
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS $ 457,681
-----------
The accompanying notes are an integral part of these financial statements.
T. Rowe Price Mid-Cap Value Fund
- --------------------------------------------------------------------------------
Certified Annual Report
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
($ 000s)
Year
Ended
12/31/03 12/31/02
Increase (Decrease) in Net Assets
Operations
Net investment income (loss) $ 11,463 $ 8,525
Net realized gain (loss) 92,745 413
Change in net unrealized gain (loss) 353,473 (124,567)
Increase (decrease) in net assets from operations 457,681 (115,629)
Distributions to shareholders
Net investment income
Mid-Cap Value class (11,379) (7,850)
Advisor Class (396) (10)
R Class (100) (1)
Net realized gain
Mid-Cap Value class (31,511) (4,569)
Advisor Class (1,096) (6)
R Class (278) (1)
Decrease in net assets from distributions (44,760) (12,437)
Capital share transactions *
Shares sold
Mid-Cap Value class 709,037 943,789
Advisor Class 61,640 1,518
R Class 18,883 100
Distributions reinvested
Mid-Cap Value class 40,256 11,503
Advisor Class 1,276 17
R Class 379 1
Shares redeemed
Mid-Cap Value class (265,006) (338,595)
Advisor Class (4,654) (9)
R Class (1,519) -
Increase (decrease) in net assets from
capital share transactions 560,292 618,324
Net Assets
Increase (decrease) during period 973,213 490,258
Beginning of period 992,800 502,542
End of period $ 1,966,013 $ 992,800
----------- ------------
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
($ 000s)
Year
Ended
12/31/03 12/31/02
*Share information
Shares sold
Mid-Cap Value Class 40,573 56,581
Advisor Class 3,402 102
R Class 1,007 7
Distributions reinvested
Mid-Cap Value Class 2,058 768
Advisor Class 65 -
R Class 19 -
Shares redeemed
Mid-Cap Value Class (16,315) (21,922)
Advisor Class (250) (1)
R Class (85) -
Increase (decrease) in shares outstanding 30,474 35,535
The accompanying notes are an integral part of these financial statements.
T. Rowe Price Mid-Cap Value Fund
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Certified Annual Report December 31, 2003
Notes to Financial Statements
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
T. Rowe Price Mid-Cap 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 primarily in mid-size companies that appear to be
undervalued. The fund has three classes of shares: Mid-Cap Value Fund (Mid-Cap
Value class), offered since June 28,1996, Mid-Cap Value--Advisor Class (Advisor
Class), offered since September 30, 2002, and Mid-Cap Value--R Class (R Class),
offered since September 30, 2002. Advisor Class shares are sold only through
brokers and other financial intermediaries, and R Class shares are available to
retirement plans serviced by intermediaries. The Advisor Class and R Class each
operate under separate Board-approved Rule 12b-1 plans, pursuant to which each
class compensates financial intermediaries for distribution and certain
administrative services. 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.
The accompanying financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America, which
require the use of estimates made by fund management.
Valuation
The fund values its investments and computes its net asset value per share at
the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day
that the NYSE is open for business. Equity securities listed or regularly traded
on a securities exchange or in the over-the-counter market are valued at the
last quoted sale price, or official closing price for certain markets, at the
time the valuations are made. 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 latest bid and ask prices for domestic
securities and the last quoted sale price for international securities.
Debt securities are generally traded in the over-the-counter market. Securities
with original maturities of one year or more are valued at prices furnished by
dealers who make markets in such securities or by an independent pricing
service, which considers yield or price of bonds of comparable quality, coupon,
maturity, and type, as well as prices quoted by dealers who make markets in
such securities. Securities with original maturities of less than one year are
valued at amortized cost in local currency, which approximates fair value when
combined with accrued interest.
Investments in mutual funds are valued at the mutual fund's closing net asset
value per share on the day of valuation.
Other investments and those for which the above valuation procedures are
inappropriate or are deemed not to reflect fair value are stated at fair value
as determined in good faith by the T. Rowe Price Valuation Committee,
established by the fund's Board of Directors.
Most foreign markets close before the NYSE. Normally, developments that could
affect the values of securities that occur between the close of a foreign market
and the close of the NYSE will not be reflected in security valuations used by
the fund to compute its share price. However, if developments are so significant
that they will, in the judgment of the fund, clearly and materially affect
security values, such valuations may be adjusted to reflect the estimated fair
value of the securities as of the close of the NYSE, as determined in good faith
by the T. Rowe Price Valuation Committee, established by the fund's Board of
Directors.
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 ask prices of such currencies against U.S. dollars
as quoted by a major bank. Purchases and sales of securities, income, and
expenses are translated into U.S. dollars at the prevailing exchange rate on the
date of the transaction. The effect of changes in foreign currency exchange
rates on realized and unrealized security gains and losses is reflected as a
component of security gains and losses.
Class Accounting
The Advisor Class and R Class each pay distribution and administrative expenses
in the form of Rule 12b-1 fees, in an amount not exceeding 0.25% and 0.50%,
respectively, of the class's average daily net assets. 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. Income
distributions are declared and paid by each class on an annual basis. Capital
gain distributions, if any, are declared and paid by the fund, typically on an
annual basis.
Rebates and Credits
Subject to best execution, the fund may direct certain security trades to
brokers who have agreed to rebate a portion of the related brokerage commission
to the fund in cash. Commission rebates are included in realized gain on
securities in the accompanying financial statements and totaled $185,000 for the
year ended December 31, 2003. Additionally, the fund earns credits on
temporarily uninvested cash balances at the custodian that reduce the fund's
custody charges. Custody expense in the accompanying financial statements is
presented before reduction for credits, which are reflected as expenses paid
indirectly.
Investment Transactions, Investment Income, and Distributions
Income and expenses are recorded on the accrual basis. Premiums and discounts on
debt securities are amortized for financial reporting purposes. 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. Investment
transactions are accounted for on the trade date. Realized gains and losses are
reported on the identified cost basis. Distributions to shareholders are
recorded on the ex-dividend date. Income distributions are declared and paid on
an annual basis. Capital gain distributions, if any, are typically declared and
paid on an annual basis.
Other
In the normal course of business, the fund enters into contracts that provide
general indemnifications. The fund's maximum exposure under these arrangements
is dependent on claims that may be made against the fund in the future and,
therefore, cannot be estimated; however, based on experience, the risk of
material loss from such claims is considered remote.
NOTE 2 - INVESTMENT TRANSACTIONS
Purchases and sales of portfolio securities, other than short-term securities,
aggregated $1,073,084,000 and $616,521,000, respectively, for the year ended
December 31, 2003.
NOTE 3 - FEDERAL INCOME TAXES
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. Federal income tax regulations differ from generally accepted
accounting principles; therefore, distributions determined in accordance with
tax regulations may differ significantly in amount or character from net
investment income and realized gains for financial reporting purposes. Financial
reporting records are adjusted for permanent book/tax differences to reflect tax
character. Financial records are not adjusted for temporary differences.
Distributions during the year ended December 31, 2003 were characterized as
follows for tax purposes:
- --------------------------------------------------------------------------------
Ordinary income $ 25,577,000
Long-term capital gain 19,183,000
Total distributions $ 44,760,000
---------------
At December 31, 2003, the tax-basis components of net assets were as follows:
- --------------------------------------------------------------------------------
Unrealized appreciation $ 301,055,000
Unrealized depreciation (24,147,000)
Net unrealized appreciation (depreciation) 276,908,000
Undistributed ordinary income 29,379,000
Undistributed long-term capital gain 28,214,000
Paid-in capital 1,631,512,000
Net assets $ 1,966,013,000
---------------
Federal income tax regulations require the fund to treat the gain/loss on
passive foreign investment companies as realized on the last day of the tax
year; accordingly, $1,847,000 of unrealized losses reflected in the accompanying
financial statements were realized for tax purposes as of December 31, 2003.
For the year ended December 31, 2003, the fund recorded the following permanent
reclassifications to reflect tax character. Reclassifications to paid-in capital
relate primarily to a tax practice that treats a portion of the proceeds from
each redemption of capital shares as a distribution of taxable net investment
income and/or realized capital gain. Results of operations and net assets were
not affected by these reclassifications.
- --------------------------------------------------------------------------------
Undistributed net investment income $ 412,000
Undistributed net realized gain (2,271,000)
Paid-in capital 1,859,000
At December 31, 2003, the cost of investments for federal income tax purposes
was $1,679,230,000.
NOTE 4 - RELATED PARTY TRANSACTIONS
The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price
Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The
investment management agreement between the fund and the manager provides for an
annual investment management fee, which is computed daily and paid monthly. The
fee consists of an individual fund fee, equal to 0.35% of the fund's average
daily net assets, and the fund's pro-rata share of a group fee. The group fee 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 0.295% for assets in
excess of $120 billion. The fund's portion of the group fee is determined by the
ratio of its average daily net assets to those of the group. At December 31,
2003, the effective annual group fee rate was 0.32%, and investment management
fee payable totaled $1,040,000.
The Advisor Class and R Class are also subject to a contractual expense
limitation through the limitation dates indicated in the table below. During the
limitation period, the manager is required to waive its management fee and
reimburse a class for any expenses, excluding interest, taxes, brokerage
commissions, and extraordinary expenses, that would otherwise cause the class's
ratio of total expenses to average net assets (expense ratio) to exceed its
expense limitation. Through the repayment date, each class is required to repay
the manager for expenses previously reimbursed and management fees waived to the
extent the class's net assets have grown or expenses have declined sufficiently
to allow repayment without causing the class's expense ratio to exceed its
expense limitation.
For the year ended December 31, 2003, each class operated below its expense
limitation.
- --------------------------------------------------------------------------------
Advisor Class R Class
Expense Limitation 1.10% 1.40%
Limitation Date 4/30/04 4/30/04
Repayment Date 4/30/06 4/30/06
In addition, the fund has entered into service agreements with Price Associates
and two wholly owned subsidiaries of Price Associates (collectively, Price).
Price Associates computes the daily share prices and maintains the financial
records of 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 Mid-Cap Value class and R Class. Expenses incurred pursuant to
these service agreements totaled $1,340,000 for the year ended December 31,
2003, of which $148,000 was payable at period-end.
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. For the year ended December 31,
2003, the fund was charged $146,000 for shareholder servicing costs related to
the college savings plans, of which $107,000 was for services provided by Price
and $22,000 was payable at period-end. At December 31, 2003, approximately 4.1%
of the outstanding shares of the Mid-Cap Value class were held by college
savings plans.
The fund is also one of several mutual funds sponsored by Price Associates
(underlying Price funds) in which the T. Rowe Price Spectrum Funds (Spectrum
Funds) may invest. The Spectrum Funds do not invest in the underlying Price
funds for the purpose of exercising management or control. Pursuant to a special
servicing agreement, expenses associated with the operation of the Spectrum
Funds are borne by each underlying Price fund to the extent of estimated savings
to it and in proportion to the average daily value of its shares owned by the
Spectrum Funds. Expenses allocated under this agreement are reflected as
shareholder servicing expense in the accompanying
financial statements. For the year ended December 31, 2003, the fund was
allocated $360,000 of Spectrum Funds' expenses, of which $258,000 related to
services provided by Price and $29,000 was payable at period-end. At December
31, 2003, approximately 9.9% of the outstanding shares of the Mid-Cap Value
class were held by the Spectrum Funds.
The fund may invest in the T. Rowe Price Reserve Investment Fund and the T. Rowe
Price Government Reserve Investment Fund (collectively, the Reserve Funds),
open-end management investment companies managed by Price Associates. The
Reserve Funds are offered as cash management options only to mutual funds,
trusts, and other accounts managed by Price Associates and/or its affiliates,
and are not available to the public. The Reserve Funds pay no investment
management fees. During the year ended December 31, 2003, dividend income from
the Reserve Funds totaled $735,000.
T. Rowe Price Mid-Cap Value Fund
- --------------------------------------------------------------------------------
Certified Annual Report
Report of Independent Auditors
- --------------------------------------------------------------------------------
To the Board of Directors and Shareholders of
T. Rowe Price Mid-Cap Value Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of T. Rowe Price Mid-Cap Value Fund,
Inc. (the "Fund") at December 31, 2003, and the results of its operations, the
changes in its net assets and the financial highlights for each of the fiscal
periods presented, in conformity with accounting principles generally accepted
in the United States of America. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 2003 by correspondence with custodians, provide a reasonable basis
for our opinion.
PricewaterhouseCoopers LLP
Baltimore, Maryland
January 26, 2004
T. Rowe Price Mid-Cap Value Fund
- --------------------------------------------------------------------------------
Certified Annual Report
Tax Information (Unaudited) for the Tax Year Ended 12/31/03
- --------------------------------------------------------------------------------
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:
o $15,112,000 from short-term capital gains,
o $20,044,000 from long-term capital gains, of which $17,199,000 was subject to
the 15% rate gains category and $2,845,000 to the 20% rate gains category.
For taxable non-corporate shareholders, $21,394,000 of the fund's income and
short-term capital gains represents qualified dividend income subject to the 15%
rate category.
For corporate shareholders, $19,148,000 of the fund's income and short-term
capital gains qualified for the dividends-received deduction.
Information on Proxy Voting
- --------------------------------------------------------------------------------
A description of the policies and procedures that the T. Rowe Price Mid-Cap
Value Fund uses to determine how to vote proxies relating to portfolio
securities is available, without charge, upon request by calling 1-800-225-5132.
It also appears in the fund's Statement of Additional Information (Form 485B),
which can be found on the SEC's Web site, www.sec.gov.
T. Rowe Price Mid-Cap Value Fund
- --------------------------------------------------------------------------------
Certified Annual Report
About the Fund's Directors and Officers
- --------------------------------------------------------------------------------
Your fund is governed by a Board of Directors that meets regularly to review
investments, performance, expenses, and other business matters, and is
responsible for protecting the interests of shareholders. The majority of the
fund's directors are independent of T. Rowe Price Associates, Inc. (T. Rowe
Price); "inside" directors are officers of T. Rowe Price. The Board of Directors
elects the fund's officers, who are listed in the final table. The business
address of each director and officer is 100 East Pratt Street, Baltimore, MD
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 1-800-225-5132.
Independent Directors
Name
(Date of Birth) Principal Occupation(s) During Past 5 Years
Year Elected * and Directorships of Other Public Companies
Anthony W. Deering Director, Chairman of the Board, President, and
(1/28/45) Chief Executive Officer, The Rouse Company,
2001 real estate developers; Director, Mercantile Bank
(4/03 to present)
Donald W. Dick, Jr. Principal, EuroCapital Advisors, LLC, an
(1/27/43) acquisition and management advisory firm
1996
David K. Fagin Director, Golden Star Resources Ltd., Canyon
(4/9/38) Resources Corp. (5/00 to present), and Pacific
1996 Rim Mining Corp. (2/02 to present); Chairman and
President, Nye Corp.
Karen N. Horn Managing Director and President, Global Private
(9/21/43) Client Services, Marsh Inc.; Managing Director
2003 and Head of International Private Banking,
Bankers Trust; Director, Eli Lilly and Company
F. Pierce Linaweaver President, F. Pierce Linaweaver & Associates,
(8/22/34) Inc., consulting environmental and civil engineers
2001
John G. Schreiber Owner/President, Centaur Capital Partners, Inc.,
(10/21/46) a real estate investment company; Senior Advisor
2001 and Partner, Blackstone Real Estate Advisors,
L.P.; Director, AMLI Residential Properties Trust,
Host Marriott Corp., and The Rouse Company
Hubert D. Vos ** Owner/President, Stonington Capital Corp., a
(8/2/33) private investment company
1996
Paul M. Wythes ** Founding Partner, Sutter Hill Ventures, a venture
(6/23/33) capital limited partnership, providing equity
1996 capital to young high-technology companies
throughout the United States; Director,
Teltone Corp.
* Each independent director oversees 107 T. Rowe Price portfolios and serves
until retirement, resignation, or election of a successor.
** Retired from Board of Directors effective December 31, 2003.
Inside Directors
Name
(Date of Birth)
Year Elected *
[Number of T. Rowe Price Principal Occupation(s) During Past 5 Years and
Portfolios Overseen] Directorships of Other Public Companies
James A.C. Kennedy, CFA Director and Vice President, T. Rowe
(8/15/53) Price and T. Rowe Price Group, Inc.
1997
[37]
James S. Riepe Director and Vice President, T. Rowe Price; Vice
(6/25/43) Chairman of the Board, Director, and Vice
1996 President, T. Rowe Price Group, Inc.; Chairman
[107] of the Board and Director, T. Rowe Price
Global Asset Management Limited, T. Rowe Price
Global Investment Services Limited, T. Rowe Price
Investment Services, Inc., T. Rowe Price
Retirement Plan Services, Inc., and T. Rowe
Price Services, Inc.; Chairman of the Board,
Director, President, and Trust Officer, T. Rowe
Price Trust Company; Director, T. Rowe Price
International, Inc.; Chairman of the Board,
Mid-Cap Value Fund
M. David Testa, CFA, CIC Chief Investment Officer, Director, and Vice
(4/22/44) President, T. Rowe Price; Vice Chairman of
1996 the Board, Chief Investment Officer, Director,
[107] and Vice President, T. Rowe Price Group, Inc.;
Chairman of the Board and Director, T. Rowe Price
International, Inc.; Director, T. Rowe Price
Global Asset Management Limited and T. Rowe Price
Global Investment Services Limited; Director and
Vice President, T. Rowe Price Trust Company
* Each inside director serves until retirement, resignation, or election of a
successor.
Officers
Name (Date of Birth)
Title and Fund(s) Served Principal Occupation(s)
Stephen V. Booth (6/21/61) Vice President, T. Rowe Price, T. Rowe
Vice President, Mid-Cap Value Fund Price Group, Inc., and T. Rowe Price
Trust Company
Andrew M. Brooks (2/16/56) Vice President, T. Rowe Price and
Vice President, Mid-Cap Value Fund T. Rowe Price Group, Inc.
Joseph A. Carrier (12/30/60) Vice President, T. Rowe Price, T. Rowe
Treasurer, Mid-Cap Value Fund Price Group, Inc., and T. Rowe Price
Investment Services, Inc.
Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe
Price International for at least five years.
Officers (continued)
Name (Date of Birth)
Title and Fund(s) Served Principal Occupation(s)
Henry M. Ellenbogen (1/21/71) Vice President, T. Rowe Price; formerly
Vice President, Mid-Cap Value Fund Chief of Staff, U.S. Representative
Peter Deutsch (to 1999); Executive
Vice President, Business Development,
HelloAsia (to 2001)
Roger L. Fiery III, CPA (2/10/59) Vice President, T. Rowe Price, T. Rowe
Vice President, Mid-Cap Value Fund Price Group, Inc., T. Rowe Price
International, Inc., and T. Rowe Price
Trust Company
Henry H. Hopkins (12/23/42) Director and Vice President, T. Rowe
Vice President, Mid-Cap Value Fund Price Group, Inc., T. Rowe Price
Investment Services, Inc., T. Rowe
Price Services, Inc., and T. Rowe Price
Trust Company; Vice President, T. Rowe
Price, T. Rowe Price International,
Inc., and T. Rowe Price Retirement
Plan Services, Inc.
Kara Cheseby Landers, CFA (10/9/63) Vice President, T. Rowe Price and
Vice President, Mid-Cap Value Fund T. Rowe Price Group, Inc.
Patricia B. Lippert (1/12/53) Assistant Vice President, T. Rowe Price
Secretary, Mid-Cap Value Fund and T. Rowe Price Investment Services,
Inc.
Gregory A. McCrickard, CFA (10/19/58) Vice President, T. Rowe Price, T. Rowe
Vice President, Mid-Cap Value Fund Price Group, Inc., and T. Rowe Price
Trust Company
Heather K. McPherson, CPA (12/3/60) Employee, T. Rowe Price; formerly
Vice President, Mid-Cap Value Fund Intern, Salomon Smith Barney (to 2001);
Vice President of Finance and
Administration, Putnam Lowell
Securities, Inc. (to 2000)
Joseph M. Milano, CFA (9/14/72) Vice President, T. Rowe Price and
Vice President, Mid-Cap Value Fund T. Rowe Price Group, Inc.
Curt J. Organt (1/5/68) Vice President, T. Rowe Price
Vice President, Mid-Cap Value Fund
Charles G. Pepin (4/23/66) Vice President, T. Rowe Price and
Vice President, Mid-Cap Value Fund T. Rowe Price Group, Inc.
J. David Wagner, CFA (2/25/74) Vice President, T. Rowe Price and T.
Vice President, Mid-Cap Value Fund Rowe Price Group, Inc.; formerly
student, Darden Graduate School of
Business Administration, University
of Virginia (to 2000)
Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe
Price International for at least five years.
Officers (continued)
Name (Date of Birth)
Title and Fund(s) Served Principal Occupation(s)
David J. Wallack (7/2/60) Vice President, T. Rowe Price and
President, Mid-Cap Value Fund T. Rowe Price Group, Inc.
Julie L. Waples (5/12/70) Vice President, T. Rowe Price
Vice President, Mid-Cap Value Fund
Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe
Price International for at least five years.
Item 2. Code of Ethics.
As of the end of the period covered by this report, 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/Trustees has determined that Mr. David K.
Fagin qualifies as an audit committee financial expert, as defined in Item 3 of
Form N-CSR. Mr. Fagin is considered independent for purposes of Item 3 of Form
N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) - (d) Aggregate fees billed to the registrant for the last two fiscal years
for professional services rendered by the registrant's principal accountant were
as follows:
2003 2002
Audit Fees $16,047 $9,185
Audit-Related Fees 908 --
Tax Fees 4,167 2,224
All Other Fees 124 143
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, specifically the issuance of a report on internal
controls. Tax fees include amounts related to tax compliance, tax planning, and
tax advice. 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) Not applicable.
(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 $719,000 and $671,000, respectively, and
were less than the aggregate fees billed for those same periods by the
registrant's principal accountant for audit services rendered to the T. Rowe
Price Funds.
(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. [Reserved]
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
Not applicable.
Item 8. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers.
Not applicable.
Item 9. Controls and Procedures.
(a) The registrant's principal executive officer and principal financial officer
have evaluated the registrant's disclosure controls and procedures within 90
days of this filing and have concluded that the registrant's disclosure controls
and procedures were effective, as of that date, in ensuring that information
required to be disclosed by the registrant in this Form N-CSR was recorded,
processed, summarized, and reported timely.
(b) The registrant's principal executive officer and principal financial officer
are aware of no changes in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal half-year
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
Item 10. Exhibits.
(a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is
attached.
(a)(2) Separate certifications by the registrant's principal executive officer
and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of
1940, are attached.
(b) A certification by the registrant's principal executive officer and
principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940,
is attached.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
T. Rowe Price Mid-Cap Value Fund, Inc.
By /s/ James S. Riepe
James S. Riepe
Principal Executive Officer
Date February 20, 2004
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/ James S. Riepe
James S. Riepe
Principal Executive Officer
Date February 20, 2004
By /s/ Joseph A. Carrier
Joseph A. Carrier
Principal Financial Officer
Date February 20, 2004