N-CSRS 1 tm2312905d1_ncsrs.htm N-CSRS

 

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: 811-00834

 

Name of Registrant: Vanguard Windsor Funds
Address of Registrant: P.O. Box 2600
  Valley Forge, PA 19482

 

Name and address of agent for service: Anne E. Robinson, Esquire
  P.O. Box 876
  Valley Forge, PA 19482

 

Registrant’s telephone number, including area code: (610) 669-1000

 

Date of fiscal year end: October 31

 

Date of reporting period: November 1, 2022—April 30, 2023

 

 

 

Item 1: Reports to Shareholders

 

Semiannual Report   |   April 30, 2023
Vanguard Windsor Fund

 

Contents
About Your Fund’s Expenses

1
Financial Statements

4
Trustees Approve Advisory Arrangements

18
Liquidity Risk Management

20

 

About Your Fund’s Expenses
As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.
A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.
The accompanying table illustrates your fund’s costs in two ways:
Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.
To do so, 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 given for your fund under the heading ”Expenses Paid During Period.“
Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.
Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”
The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.
You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.
1

 

Six Months Ended April 30, 2023      
  Beginning
Account Value
10/31/2022
Ending
Account Value
4/30/2023
Expenses
Paid During
Period
Based on Actual Fund Return      
Windsor Fund      
Investor Shares $1,000.00 $1,072.10 $2.16
Admiral™ Shares 1,000.00 1,072.90 1.64
Based on Hypothetical 5% Yearly Return      
Windsor Fund      
Investor Shares $1,000.00 $1,022.71 $2.11
Admiral Shares 1,000.00 1,023.21 1.61
The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratios for that period are 0.42% for Investor Shares and 0.32% for Admiral Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period (181/365).
2

 

Windsor Fund
Fund Allocation
As of April 30, 2023
Communication Services 6.8%
Consumer Discretionary 8.2
Consumer Staples 5.7
Energy 7.1
Financials 19.8
Health Care 14.8
Industrials 9.9
Information Technology 10.8
Materials 5.4
Real Estate 4.9
Utilities 6.6
The table reflects the fund’s investments, except for short-term investments and derivatives. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
3

 

Windsor Fund
Financial Statements (unaudited)
Schedule of Investments
As of April 30, 2023
The fund files its 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 Form N-PORT reports are available on the SEC’s website at www.sec.gov.
    Shares Market
Value

($000)
Common Stocks (97.1%)
Communication Services (6.6%)
* Alphabet Inc. Class A  4,094,358    439,488
* Meta Platforms Inc. Class A  1,499,109    360,266
* Charter Communications Inc. Class A    571,938    210,874
* T-Mobile US Inc.    987,255    142,066
  Electronic Arts Inc.  1,064,044    135,431
* Match Group Inc.  2,809,751    103,680
  Cable One Inc.    136,468    103,499
  Verizon Communications Inc.    220,056      8,545
       1,503,849
Consumer Discretionary (8.0%)
* Booking Holdings Inc.     76,616    205,814
  Gildan Activewear Inc.  6,139,590    200,028
  Lear Corp.  1,381,940    176,418
* Skechers USA Inc. Class A  2,989,336    159,003
  Newell Brands Inc. 11,866,202    144,174
  PVH Corp.  1,588,525    136,311
  Ross Stores Inc.  1,176,169    125,533
* Airbnb Inc. Class A  1,037,358    124,141
  Lennar Corp. Class A  1,060,931    119,684
* Magna International Inc.  2,258,539    117,805
* CarMax Inc.  1,658,895    116,172
* Mohawk Industries Inc.  1,060,308    112,287
* Las Vegas Sands Corp.  1,238,195     79,059
       1,816,429
Consumer Staples (5.6%)
  Unilever plc (XLON)  4,662,862    259,638
  Philip Morris International Inc.  2,277,392    227,671
* Dollar Tree Inc.  1,457,909    224,095
  Tyson Foods Inc. Class A  3,105,995    194,094
  Sysco Corp.  2,429,060    186,406
  Keurig Dr Pepper Inc.  5,322,178    174,035
       1,265,939
Energy (6.9%)
  Halliburton Co. 11,380,999    372,728
  Schlumberger NV  6,199,491    305,945
  Canadian Natural Resources Ltd.  4,671,997    284,852
  Diamondback Energy Inc.  1,166,395    165,861
    Shares Market
Value

($000)
  ConocoPhillips  1,376,839    141,663
  Shell plc ADR  1,818,694    112,723
  Exxon Mobil Corp.    878,247    103,932
  NOV Inc.  4,383,136     73,417
       1,561,121
Financials (19.3%)
  MetLife Inc.  6,140,758    376,613
  Voya Financial Inc.  4,824,148    368,951
  Chubb Ltd.  1,496,755    301,686
  American International Group Inc.  5,626,668    298,438
  Equitable Holdings Inc. 11,088,799    288,198
  Allstate Corp.  2,406,428    278,568
  M&T Bank Corp.  1,883,543    236,950
  Charles Schwab Corp.  4,384,198    229,031
  S&P Global Inc.    569,517    206,495
  Citigroup Inc.  4,035,906    189,970
  Raymond James Financial Inc.  2,053,281    185,884
  Wells Fargo & Co.  4,481,987    178,159
  JPMorgan Chase & Co.  1,265,602    174,957
  Capital One Financial Corp.  1,761,259    171,370
  Globe Life Inc.  1,574,109    170,822
* FleetCor Technologies Inc.    792,121    169,451
  Bank of America Corp.  4,514,065    132,172
  Goldman Sachs Group Inc.    328,699    112,888
  Axis Capital Holdings Ltd.  1,829,345    103,431
  Apollo Global Management Inc.  1,308,551     82,949
  Morgan Stanley    720,717     64,843
* UBS Group AG (Registered)  2,443,922     49,489
  Invesco Ltd.    852,369     14,601
       4,385,916
Health Care (14.3%)
  Pfizer Inc. 12,608,916    490,361
  AstraZeneca plc ADR  3,588,138    262,723
* Centene Corp.  3,623,083    249,739
  Humana Inc.    435,594    231,078
  Quest Diagnostics Inc.  1,582,405    219,654
  Novartis AG (Registered)  2,117,873    216,645
1 Fresenius Medical Care AG & Co. KGaA ADR  8,883,827    215,166
  DENTSPLY SIRONA Inc.  4,042,015    169,482
4

 

Windsor Fund
    Shares Market
Value

($000)
  Teleflex Inc.    532,360    145,079
* United Therapeutics Corp.    556,679    128,109
* Avantor Inc.  6,500,463    126,629
  Bristol-Myers Squibb Co.  1,853,066    123,729
  Encompass Health Corp.  1,663,018    106,683
  Johnson & Johnson    616,171    100,867
  Elevance Health Inc.    186,825     87,556
  Cigna Group    298,096     75,505
  Medtronic plc    827,482     75,259
  Cardinal Health Inc.    885,987     72,739
* GE Healthcare Inc.    881,328     71,687
  Amgen Inc.    269,795     64,681
  McKesson Corp.     95,396     34,747
       3,268,118
Industrials (9.6%)
  Westinghouse Air Brake Technologies Corp.  4,567,155    446,074
  Knight-Swift Transportation Holdings Inc.  4,109,236    231,432
  SS&C Technologies Holdings Inc.  3,635,214    212,805
  General Electric Co.  2,003,874    198,323
  Ferguson plc  1,374,015    193,489
  Leidos Holdings Inc.  2,074,561    193,473
  Airbus SE  1,261,501    176,654
* AerCap Holdings NV  2,891,835    162,984
* Techtronic Industries Co. Ltd. 14,853,250    160,690
  Genpact Ltd.  2,963,784    132,037
  General Dynamics Corp.    339,199     74,061
       2,182,022
Information Technology (10.4%)
  QUALCOMM Inc.  2,113,900    246,904
* Salesforce Inc.  1,142,411    226,620
  Micron Technology Inc.  3,442,773    221,577
  Microsoft Corp.    711,444    218,598
  NXP Semiconductors NV  1,244,087    203,707
  Amdocs Ltd.  2,185,965    199,469
  Cognizant Technology Solutions Corp. Class A  3,081,529    183,998
  Seagate Technology Holdings plc  2,776,962    163,202
* GoDaddy Inc. Class A  2,002,429    151,544
* F5 Inc.    978,044    131,410
  Oracle Corp.  1,125,306    106,589
  TE Connectivity Ltd.    762,143     93,263
* Zebra Technologies Corp. Class A    258,169     74,360
* Lumentum Holdings Inc.  1,033,736     49,878
  Samsung Electronics Co. Ltd. (XKRX)    938,035     46,155
  Juniper Networks Inc.  1,231,241     37,122
  Cisco Systems Inc.    556,397     26,290
       2,380,686
Materials (5.3%)
  Dow Inc.  3,814,708    207,520
  Rio Tinto plc ADR  3,237,268    207,153
  PPG Industries Inc.  1,310,970    183,877
  CRH plc (XDUB)  3,475,512    168,670
    Shares Market
Value

($000)
  Reliance Steel & Aluminum Co.    649,573    160,964
  FMC Corp.  1,199,160    148,192
  LG Chem Ltd. (XKRX)    226,172    125,635
       1,202,011
Real Estate (4.7%)
  American Tower Corp.  1,400,484    286,245
  Extra Space Storage Inc.  1,461,074    222,142
  Equinix Inc.    236,792    171,456
  UDR Inc.  3,941,146    162,888
  Americold Realty Trust Inc.  4,175,105    123,541
  AvalonBay Communities Inc.    457,344     82,491
* CBRE Group Inc. Class A    384,588     29,483
       1,078,246
Utilities (6.4%)
  Edison International  6,087,886    448,069
  Exelon Corp.  7,680,707    325,969
  Duke Energy Corp.  2,376,702    235,008
  Iberdrola SA (XMAD) 17,185,381    222,690
  AES Corp.  6,931,823    164,007
  Avangrid Inc.  1,492,527     60,089
       1,455,832
Total Common Stocks
(Cost $18,735,003)
22,100,169
Temporary Cash Investments (2.7%)
Money Market Fund (1.8%)
2,3 Vanguard Market Liquidity Fund, 4.853%   4,106,293    410,588
    Face
Amount
($000)
 
Repurchase Agreements (0.9%)
  Bank of America Securities, LLC 4.800%, 5/1/23
(Dated 4/28/23, Repurchase Value $200,480,000, collateralized by Fannie Mae 0.000%, 5/1/23–10/2/23, and U.S. Treasury Note/Bond 1.375%, 12/31/28, with a value of $204,408,000)  
   200,400    200,400
 
5

 

Windsor Fund
    Face
Amount
($000)
Market
Value

($000)
  JP Morgan Securities LLC 4.780%, 5/1/23
(Dated 4/28/23, Repurchase Value $5,302,000, collateralized by U.S. Treasury Bill 0.000%, 7/6/23, and U.S. Treasury Note/Bond 3.000%, 2/15/48, with a value of $5,406,000)  
     5,300      5,300
         205,700
Total Temporary Cash Investments (Cost $616,247) 616,288
Total Investments (99.8%) (Cost $19,351,250) 22,716,457
Other Assets and Liabilities—Net (0.2%) 53,834
Net Assets (100%) 22,770,291
Cost is in $000.
See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $19,090,000.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
3 Collateral of $19,705,000 was received for securities on loan.
  ADR—American Depositary Receipt.

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts
      ($000)
  Expiration Number of
Long (Short)
Contracts
Notional
Amount
Value and
Unrealized
Appreciation
(Depreciation)
Long Futures Contracts        
E-mini S&P 500 Index June 2023 987 206,702 2,691
  
See accompanying Notes, which are an integral part of the Financial Statements.
6

 

Windsor Fund
Statement of Assets and Liabilities
As of April 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value1  
Unaffiliated Issuers (Cost $18,940,703) 22,305,869
Affiliated Issuers (Cost $410,547) 410,588
Total Investments in Securities 22,716,457
Investment in Vanguard 800
Cash 2,578
Cash Collateral Pledged—Futures Contracts 11,544
Receivables for Investment Securities Sold 75,491
Receivables for Accrued Income 22,448
Receivables for Capital Shares Issued 2,748
Variation Margin Receivable—Futures Contracts 2,039
Total Assets 22,834,105
Liabilities  
Foreign Currency Due to Custodian, at Value (Proceeds $4) 4
Payables for Investment Securities Purchased 26,008
Collateral for Securities on Loan 19,705
Payables to Investment Advisor 10,854
Payables for Capital Shares Redeemed 5,780
Payables to Vanguard 1,463
Total Liabilities 63,814
Net Assets 22,770,291
1 Includes $19,090,000 of securities on loan.  
At April 30, 2023, net assets consisted of:  
   
Paid-in Capital 18,542,418
Total Distributable Earnings (Loss) 4,227,873
Net Assets 22,770,291
 
Investor Shares—Net Assets  
Applicable to 228,030,279 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
4,837,004
Net Asset Value Per Share—Investor Shares $21.21
 
Admiral Shares—Net Assets  
Applicable to 250,724,028 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
17,933,287
Net Asset Value Per Share—Admiral Shares $71.53
  
See accompanying Notes, which are an integral part of the Financial Statements.
7

 

Windsor Fund
Statement of Operations
  Six Months Ended
April 30, 2023
  ($000)
Investment Income  
Income  
Dividends—Unaffiliated Issuers1 219,184
Dividends—Affiliated Issuers 1,955
Interest—Unaffiliated Issuers 4,620
Interest—Affiliated Issuers 7,740
Securities Lending—Net 162
Total Income 233,661
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 14,260
Performance Adjustment 7,350
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 5,358
Management and Administrative—Admiral Shares 11,143
Marketing and Distribution—Investor Shares 101
Marketing and Distribution—Admiral Shares 304
Custodian Fees 44
Shareholders’ Reports—Investor Shares 52
Shareholders’ Reports—Admiral Shares 46
Trustees’ Fees and Expenses 5
Other Expenses 8
Total Expenses 38,671
Expenses Paid Indirectly (28)
Net Expenses 38,643
Net Investment Income 195,018
Realized Net Gain (Loss)  
Capital Gains Distributions Received – Affiliated Issuers 1
Investment Securities Sold—Unaffiliated Issuers 763,688
Investment Securities Sold—Affiliated Issuers (287)
Futures Contracts (11,916)
Foreign Currencies 151
Realized Net Gain (Loss) 751,637
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated
Issuers
583,905
Investment Securities—Affiliated Issuers 39,157
Futures Contracts 3,835
Foreign Currencies 318
Change in Unrealized Appreciation (Depreciation) 627,215
Net Increase (Decrease) in Net Assets Resulting from Operations 1,573,870
1 Dividends are net of foreign withholding taxes of $3,928,000.
  
See accompanying Notes, which are an integral part of the Financial Statements.
8

 

Windsor Fund
Statement of Changes in Net Assets
  Six Months Ended
April 30,
2023
  Year Ended
October 31,
2022
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 195,018   367,905
Realized Net Gain (Loss) 751,637   2,841,659
Change in Unrealized Appreciation (Depreciation) 627,215   (3,898,670)
Net Increase (Decrease) in Net Assets Resulting from Operations 1,573,870   (689,106)
Distributions      
Investor Shares (612,807)   (588,332)
Admiral Shares (2,253,387)   (1,942,815)
Total Distributions (2,866,194)   (2,531,147)
Capital Share Transactions      
Investor Shares 317,360   (200,936)
Admiral Shares 1,649,331   1,248,509
Net Increase (Decrease) from Capital Share Transactions 1,966,691   1,047,573
Total Increase (Decrease) 674,367   (2,172,680)
Net Assets      
Beginning of Period 22,095,924   24,268,604
End of Period 22,770,291   22,095,924
  
See accompanying Notes, which are an integral part of the Financial Statements.
9

 

Windsor Fund
Financial Highlights
Investor Shares            
For a Share Outstanding
Throughout Each Period 
Six Months
Ended
April 30,
2023
Year Ended October 31,
2022 2021 2020 2019 2018
Net Asset Value, Beginning of Period $22.74 $26.24 $18.55 $21.76 $22.02 $23.38
Investment Operations            
Net Investment Income1 .176 .359 .356 .408 .419 .417
Net Realized and Unrealized Gain (Loss) on Investments 1.258 (1.131) 9.122 (1.412) 1.700 (.753)
Total from Investment Operations 1.434 (.772) 9.478 (1.004) 2.119 (.336)
Distributions            
Dividends from Net Investment Income (.195) (.330) (.411) (.420) (.426) (.378)
Distributions from Realized Capital Gains (2.769) (2.398) (1.377) (1.786) (1.953) (.646)
Total Distributions (2.964) (2.728) (1.788) (2.206) (2.379) (1.024)
Net Asset Value, End of Period $21.21 $22.74 $26.24 $18.55 $21.76 $22.02
Total Return2 7.21% -2.97% 53.49% -5.64% 11.59% -1.69%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $4,837 $4,796 $5,728 $4,570 $4,549 $4,468
Ratio of Total Expenses to Average Net Assets3 0.42%4 0.38%4 0.30% 0.29% 0.30% 0.31%
Ratio of Net Investment Income to Average Net Assets 1.62% 1.51% 1.49% 2.14% 2.04% 1.76%
Portfolio Turnover Rate 22% 43% 33% 51% 39% 33%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of 0.07%, 0.03%, (0.05%), (0.07%), (0.05%) and (0.05%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.42% and 0.38%, respectively.
  
See accompanying Notes, which are an integral part of the Financial Statements.
10

 

Windsor Fund
Financial Highlights
Admiral Shares            
For a Share Outstanding
Throughout Each Period 
Six Months
Ended
April 30,
2023
Year Ended October 31,
2022 2021 2020 2019 2018
Net Asset Value, Beginning of Period $76.67 $88.50 $62.58 $73.41 $74.29 $78.88
Investment Operations            
Net Investment Income1 .631 1.281 1.278 1.448 1.484 1.484
Net Realized and Unrealized Gain (Loss) on Investments 4.261 (3.820) 30.747 (4.770) 5.735 (2.538)
Total from Investment Operations 4.892 (2.539) 32.025 (3.322) 7.219 (1.054)
Distributions            
Dividends from Net Investment Income (.696) (1.203) (1.460) (1.485) (1.509) (1.358)
Distributions from Realized Capital Gains (9.336) (8.088) (4.645) (6.023) (6.590) (2.178)
Total Distributions (10.032) (9.291) (6.105) (7.508) (8.099) (3.536)
Net Asset Value, End of Period $71.53 $76.67 $88.50 $62.58 $73.41 $74.29
Total Return2 7.29% -2.89% 53.60% -5.55% 11.71% -1.59%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $17,933 $17,300 $18,541 $12,695 $14,647 $13,948
Ratio of Total Expenses to Average Net Assets3 0.32%4 0.28%4 0.20% 0.19% 0.20% 0.21%
Ratio of Net Investment Income to Average Net Assets 1.72% 1.61% 1.58% 2.24% 2.14% 1.86%
Portfolio Turnover Rate 22% 43% 33% 51% 39% 33%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of 0.07%, 0.03%, (0.05%), (0.07%), (0.05%) and (0.05%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.32% and 0.28%, respectively.
  
See accompanying Notes, which are an integral part of the Financial Statements.
11

 

Windsor Fund
Notes to Financial Statements
Vanguard Windsor Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Investor Shares and Admiral Shares. Each of the share classes has different eligibility and minimum purchase requirements, and is designed for different types of investors.
A. The following significant accounting policies conform to generally accepted accounting principles for U.S. investment companies. The fund consistently follows such policies in preparing its financial statements.
1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the valuation designee to represent fair value and subject to oversight by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund’s pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund's net asset value. Temporary cash investments are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services.
2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
3. Repurchase Agreements: The fund enters into repurchase agreements with institutional counterparties. Securities pledged as collateral to the fund under repurchase agreements are held by a custodian bank until the agreements mature, and in the absence of a default, such collateral cannot be repledged, resold, or rehypothecated. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. The fund further mitigates its counterparty risk by entering into repurchase agreements only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master repurchase agreements with its counterparties. The master repurchase agreements provide that, in the event of a counterparty's default (including bankruptcy), the fund may terminate any repurchase agreements with that counterparty, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund. Such action may be subject to legal proceedings, which may delay or limit the disposition of collateral.
12

 

Windsor Fund
4. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any securities pledged as initial margin for open contracts are noted in the Schedule of Investments.
Futures contracts are valued at their quoted daily settlement prices. The notional amounts of the contracts are not recorded in the Statement of Assets and Liabilities. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.
During the six months ended April 30, 2023, the fund’s average investments in long and short futures contracts represented 1% and 0% of net assets, respectively, based on the average of the notional amounts at each quarter-end during the period.
5. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute virtually all of its taxable income. The fund’s tax returns are open 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. Management has analyzed the fund’s tax positions taken for all open federal and state income tax years, and has concluded that no provision for income tax is required in the fund’s financial statements.
6. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis at the fiscal year-end and may differ from net investment income and realized capital gains for financial reporting purposes.
7. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities
13

 

Windsor Fund
for the return of the collateral, during the period the securities are on loan. Collateral investments in Vanguard Market Liquidity Fund are subject to market appreciation or depreciation. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.
8. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group ("Vanguard") participate in a $4.3 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement and an uncommitted credit facility provided by Vanguard. Both facilities may be renewed annually. Each fund is individually liable for its borrowings, if any, under the credit facilities. Borrowings may be utilized for temporary or emergency purposes and are subject to the fund’s regulatory and contractual borrowing restrictions. With respect to the committed credit facility, the participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn committed amount of the facility, which are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under either facility bear interest at an agreed-upon spread plus the higher of the federal funds effective rate, the overnight bank funding rate, or the Daily Simple Secured Overnight Financing Rate inclusive of an additional agreed-upon spread. However, borrowings under the uncommitted credit facility may bear interest based upon an alternate rate agreed to by the fund and Vanguard.
In accordance with an exemptive order (the “Order”) from the SEC, the fund may participate in a joint lending and borrowing program that allows registered open-end Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the fund’s investment objective and investment policies. Interfund loans and borrowings normally extend overnight but can have a maximum duration of seven days. Loans may be called on one business day’s notice. The interest rate to be charged is governed by the conditions of the Order and internal procedures adopted by the board of trustees. The board of trustees is responsible for overseeing the Interfund Lending Program. 
For the six months ended April 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
9. Other: Dividend income is recorded on the ex-dividend date. Non-cash dividends included in income, if any, are recorded at the fair value of the securities received. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Premiums and discounts on debt securities are amortized and accreted, respectively, to interest income over the lives of the respective securities, except for premiums on certain callable debt securities that are amortized to the earliest call date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.
The fund has filed tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Amounts related to these reclaims are recorded when there are no significant uncertainties as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment. Such tax reclaims and related professional fees, if any, are included in dividend income and other expenses, respectively. 
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Windsor Fund
Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.
B. The investment advisory firms Wellington Management Company llp and Pzena Investment Management, LLC, each provide investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fee of Wellington Management Company llp is subject to quarterly adjustments based on performance relative to the S&P 500 Index for the preceding three years. The basic fee of Pzena Investment Management, LLC, is subject to quarterly adjustments based on performance relative to the Russell 1000 Value Index for the preceding three years.
Vanguard manages the cash reserves of the fund as described below.
For the six months ended April 30, 2023, the aggregate investment advisory fee paid to all advisors represented an effective annual rate of 0.13% of the fund’s average net assets, before a net increase of $7,350,000 (0.07%) based on performance.
C. In accordance with the terms of a Funds' Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, distribution and cash management services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees and are generally settled twice a month.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At April 30, 2023, the fund had contributed to Vanguard capital in the amount of $800,000, representing less than 0.01% of the fund’s net assets and 0.32% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. The fund has asked its investment advisors to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund’s management and administrative expenses. For the six months ended April 30, 2023, these arrangements reduced the fund’s expenses by $28,000 (an annual rate of less than 0.01% of average net assets).
E. Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
15

 

Windsor Fund
The following table summarizes the market value of the fund’s investments and derivatives as of April 30, 2023, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 20,723,392 1,376,777 22,100,169
Temporary Cash Investments 410,588 205,700 616,288
Total 21,133,980 1,582,477 22,716,457
Derivative Financial Instruments        
Assets        
Futures Contracts1 2,691 2,691
1 Includes cumulative appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.
F. As of April 30, 2023, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 19,373,602
Gross Unrealized Appreciation 4,297,885
Gross Unrealized Depreciation (952,339)
Net Unrealized Appreciation (Depreciation) 3,345,546
G. During the six months ended April 30, 2023, the fund purchased $4,942,815,000 of investment securities and sold $5,729,337,000 of investment securities, other than temporary cash investments.
H. Capital share transactions for each class of shares were:
    
  Six Months Ended
April 30, 2023
  Year Ended
October 31, 2022
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 145,144 6,686   368,905 15,354
Issued in Lieu of Cash Distributions 590,337 29,755   568,128 24,748
Redeemed (418,121) (19,333)   (1,137,969) (47,478)
Net Increase (Decrease)—Investor Shares 317,360 17,108   (200,936) (7,376)
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Windsor Fund
  Six Months Ended
April 30, 2023
  Year Ended
October 31, 2022
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Admiral Shares          
Issued 603,102 8,234   1,376,749 17,029
Issued in Lieu of Cash Distributions 2,088,528 31,228   1,801,699 23,298
Redeemed (1,042,299) (14,391)   (1,929,939) (24,172)
Net Increase (Decrease)—Admiral Shares 1,649,331 25,071   1,248,509 16,155
I. Certain of the fund’s investments are in companies that are considered to be affiliated companies of the fund because the fund owns more than 5% of the outstanding voting securities of the company or the issuer is another member of The Vanguard Group. Transactions during the period in securities of these companies were as follows:
    Current Period Transactions  
  Oct. 31,
2022
Market
Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold
($000)
Realized
Net
Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Apr. 30,
2023
Market
Value
($000)
Vanguard Market Liquidity Fund 366,607 NA1 NA1 38 (8) 7,740 1 410,588
Voya Financial Inc. 336,421 6,310 (325) 39,165 1,955 NA2
Total 703,028 6,310 (287) 39,157 9,695 1 410,588
1 Not applicable—purchases and sales are for temporary cash investment purposes.
2 Not applicable—at April 30, 2023, the security was still held, but the issuer was no longer an affiliated company of the fund.
J. Significant market disruptions, such as those caused by pandemics (e.g., COVID-19 pandemic), natural or environmental disasters, war (e.g., Russia’s invasion of Ukraine), acts of terrorism, or other events, can adversely affect local and global markets and normal market operations. Any such disruptions could have an adverse impact on the value of the fund’s investments and fund performance.
To the extent the fund’s investment portfolio reflects concentration in a particular market, industry, sector, country or asset class, the fund may be adversely affected by the performance of these concentrations and may be subject to increased price volatility and other risks.
The use of derivatives may expose the fund to various risks. Derivatives can be highly volatile, and any initial investment is generally small relative to the notional amount so that transactions may be leveraged in terms of market exposure. A relatively small market movement may have a potentially larger impact on derivatives than on standard securities. Leveraged derivatives positions can, therefore, increase volatility. Additional information regarding the fund's use of derivative(s) and the specific risks associated is described under significant accounting policies.
K. Management has determined that no other events or transactions occurred subsequent to April 30, 2023, that would require recognition or disclosure in these financial statements.
17

 

Trustees Approve Advisory Arrangements
The board of trustees of Vanguard Windsor Fund has renewed the fund’s investment advisory arrangements with Wellington Management Company LLP (Wellington Management) and Pzena Investment Management, LLC (Pzena). The board determined that renewing the fund’s advisory arrangements was in the best interests of the fund and its shareholders.
The board based its decisions upon an evaluation of each advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisors and made presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and the advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.
In addition, the board received periodic reports throughout the year, which included information about the fund’s performance relative to its peers and benchmark, as applicable, and updates, as needed, on the Portfolio Review Department’s ongoing assessment of the advisor.
Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangements. Rather, it was the totality of the circumstances that drove the board’s decisions.
Nature, extent, and quality of services
The board reviewed the quality of the fund’s investment management services over both the short and long term, and took into account the organizational depth and stability of each advisor. The board considered the following:
Wellington Management. Founded in 1928, Wellington Management is among the nation’s oldest and most respected institutional investment managers. Using a bottom-up, fundamentally driven approach, Wellington Management invests in solid companies whose current fundamentals are depressed relative to longer-term earnings potential. Wellington Management has the ability to seek undervalued stocks across the capitalization spectrum. The investment team has the support of Wellington Management’s global industry analysts in conducting its research-intensive approach. Wellington Management has advised the fund since its inception in 1958.
Pzena. Founded in 1995, Pzena is a global investment management firm that employs a classic value investment approach. Pzena seeks to buy good businesses at low prices, focusing exclusively on companies that are underperforming their historically demonstrated earnings power. Pzena’s research team conducts intensive fundamental research, buying companies only when the problems are judged to be temporary, management has a viable strategy to generate earnings
18

 

recovery, and much of the downside risk is believed to already be factored into the share price. Pzena has managed a portion of the fund since 2012.
The board concluded that each advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangements.
Investment performance
The board considered the short- and long-term performance of each advisor’s subportfolio, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangements should continue.
Cost
The board concluded that the fund’s expense ratio was below the average expense ratio charged by funds in its peer group and that the fund’s advisory fee rates were also below the peer-group average.
The board did not consider the profitability of Wellington Management or Pzena in determining whether to approve the advisory fees, because the firms are independent of Vanguard and the advisory fees are the result of arm’s-length negotiations.
The benefit of economies of scale
The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the advisory fee schedules for Wellington Management and Pzena. The breakpoints reduce the effective rate of the fees as the fund’s assets managed by each advisor increase.
The board will consider whether to renew the advisory arrangements again after a one-year period.
19

 

Liquidity Risk Management
Vanguard funds (except for the money market funds) have adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940. Rule 22e-4 requires that each fund adopt a program that is reasonably designed to assess and manage the fund’s liquidity risk, which is the risk that the fund could not meet redemption requests without significant dilution of remaining investors’ interests in the fund.
Assessment and management of a fund’s liquidity risk under the Program take into consideration certain factors, such as the fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions, its short- and long-term cash-flow projections during both normal and reasonably foreseeable stressed conditions, and its cash and cash-equivalent holdings and access to other funding sources. As required by the rule, the Program includes policies and procedures for classification of fund portfolio holdings in four liquidity categories, maintaining certain levels of highly liquid investments, and limiting holdings of illiquid investments.
The board of trustees of Vanguard Windsor Funds approved the appointment of liquidity risk management program administrators responsible for administering Vanguard Windsor Fund’s Program and for carrying out the specific responsibilities set forth in the Program, including reporting to the board on at least an annual basis regarding the Program’s operation, its adequacy, and the effectiveness of its implementation for the past year (the “Program Administrator Report”). The board has reviewed the Program Administrator Report covering the period from January 1, 2022, through December 31, 2022 (the “Review Period”). The Program Administrator Report stated that during the Review Period the Program operated and was implemented effectively to manage the fund’s liquidity risk.
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All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q222 062023

Semiannual Report   |   April 30, 2023
Vanguard Windsor II Fund

 

Contents
About Your Fund’s Expenses

1
Financial Statements

4
Trustees Approve Advisory Arrangements

18
Liquidity Risk Management

20

 

About Your Fund’s Expenses
As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.
A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.
The accompanying table illustrates your fund’s costs in two ways:
Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.
To do so, 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 given for your fund under the heading ”Expenses Paid During Period.“
Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.
Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”
The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.
You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.
1

 

Six Months Ended April 30, 2023      
  Beginning
Account Value
10/31/2022
Ending
Account Value
4/30/2023
Expenses
Paid During
Period
Based on Actual Fund Return      
Windsor II Fund      
Investor Shares $1,000.00 $1,072.60 $1.75
Admiral™ Shares 1,000.00 1,073.00 1.34
Based on Hypothetical 5% Yearly Return      
Windsor II Fund      
Investor Shares $1,000.00 $1,023.11 $1.71
Admiral Shares 1,000.00 1,023.51 1.30
The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratios for that period are 0.34% for Investor Shares and 0.26% for Admiral Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period (181/365).
2

 

Windsor II Fund
Fund Allocation
As of April 30, 2023
Communication Services 7.9%
Consumer Discretionary 8.6
Consumer Staples 7.7
Energy 5.9
Financials 17.7
Health Care 16.8
Industrials 9.4
Information Technology 20.0
Materials 2.8
Real Estate 1.6
Utilities 1.5
Other 0.1
The table reflects the fund’s investments, except for short-term investments and derivatives. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
3

 

Windsor II Fund
Financial Statements (unaudited)
Schedule of Investments
As of April 30, 2023
The fund files its 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 Form N-PORT reports are available on the SEC’s website at www.sec.gov.
    Shares Market
Value

($000)
Common Stocks (95.9%)
Communication Services (7.6%)
* Alphabet Inc. Class A 13,333,689  1,431,238
* Meta Platforms Inc. Class A  3,373,708    810,770
* Alphabet Inc. Class C  4,666,850    505,047
* Walt Disney Co.  2,477,943    253,989
  Comcast Corp. Class A  5,841,513    241,663
* Activision Blizzard Inc.  2,743,883    213,227
* Warner Bros Discovery Inc. 10,268,148    139,749
  News Corp. Class A  6,280,710    110,603
  Vodafone Group plc ADR  9,071,932    108,410
1 Paramount Global Inc. Class B  3,620,200     84,459
  Omnicom Group Inc.    743,079     67,301
* Baidu Inc. ADR     78,683      9,490
       3,975,946
Consumer Discretionary (8.2%)
* Amazon.com Inc.  8,068,440    850,817
  McDonald's Corp.  1,475,490    436,376
  Lennar Corp. Class A  3,592,078    405,222
* Aptiv plc  3,069,691    315,748
  Home Depot Inc.    925,591    278,177
  General Motors Co.  8,072,524    266,716
  Sony Group Corp. ADR  2,959,000    265,334
  Bayerische Motoren Werke AG (XETR)  1,989,126    222,950
  Cie Generale des Etablissements Michelin SCA ADR 13,221,000    209,421
  Magna International Inc.  3,850,532    200,844
* Booking Holdings Inc.     74,400    199,861
  NIKE Inc. Class B  1,505,549    190,783
  Mercedes-Benz Group AG  2,120,529    165,372
  DR Horton Inc.  1,142,080    125,423
  Lear Corp.    539,100     68,822
* Adient plc  1,311,943     48,463
* Goodyear Tire & Rubber Co.  2,833,996     30,239
       4,280,568
Consumer Staples (7.3%)
  Procter & Gamble Co.  5,773,494    902,859
  Coca-Cola Co. 10,467,875    671,514
  Sysco Corp.  5,482,255    420,708
    Shares Market
Value

($000)
  PepsiCo Inc.  1,525,568    291,216
  Estee Lauder Cos. Inc. Class A    905,818    223,484
  Unilever plc ADR  3,884,298    215,695
  Dollar General Corp.    919,021    203,526
  Constellation Brands Inc. Class A    846,000    194,132
  Mondelez International Inc. Class A  2,526,973    193,869
  Unilever plc (XLON)  3,329,200    185,377
  Kroger Co.  3,704,423    180,146
  Nestle SA (Registered)  1,167,287    149,751
       3,832,277
Energy (5.7%)
  Chevron Corp.  2,232,134    376,293
  ConocoPhillips  3,549,210    365,178
  APA Corp.  8,415,267    310,103
  Coterra Energy Inc.  9,614,000    246,118
  Halliburton Co.  7,291,635    238,801
  Suncor Energy Inc.  7,383,332    231,246
  Shell plc ADR  3,328,512    206,301
  Phillips 66  1,839,000    182,061
  Marathon Oil Corp.  7,226,387    174,589
  NOV Inc.  9,853,188    165,041
  Ovintiv Inc. (XNYS)  3,183,410    114,857
  Murphy Oil Corp.  2,420,952     88,873
  Cenovus Energy Inc.  5,223,900     87,762
  Pioneer Natural Resources Co.    281,065     61,146
  Schlumberger NV  1,083,800     53,486
  Baker Hughes Co. Class A  1,760,800     51,486
       2,953,341
Financials (17.0%)
  Wells Fargo & Co. 23,418,795    930,897
  Visa Inc. Class A  2,696,151    627,475
  Bank of America Corp. 21,338,728    624,798
  Intercontinental Exchange Inc.  5,052,565    550,376
  Citigroup Inc. 11,065,803    520,867
  American Express Co.  3,221,575    519,769
  PNC Financial Services Group Inc.  3,535,433    460,490
  Marsh & McLennan Cos. Inc.  2,217,413    399,556
  American International Group Inc.  7,345,946    389,629
  Capital One Financial Corp.  2,931,300    285,216
4

 

Windsor II Fund
    Shares Market
Value

($000)
  Ameriprise Financial Inc.    906,000    276,439
  JPMorgan Chase & Co.  1,860,475    257,192
  Commerce Bancshares Inc.  4,493,097    250,939
  US Bancorp  6,913,900    237,009
  Goldman Sachs Group Inc.    680,249    233,625
  BNP Paribas SA  3,463,600    223,795
  Cincinnati Financial Corp.  2,086,000    222,034
  Blackstone Inc.  2,402,563    214,621
  Bank of New York Mellon Corp.  4,882,634    207,951
  Citizens Financial Group Inc.  5,787,351    179,061
* Cullen/Frost Bankers Inc.  1,577,000    173,864
  Hartford Financial Services Group Inc.  2,435,600    172,903
  Fidelity National Information Services Inc.  2,581,500    151,586
1 Mitsubishi UFJ Financial Group Inc. ADR 19,937,000    125,204
  First Citizens BancShares Inc. Class A    117,358    118,201
  Charles Schwab Corp.  1,790,839     93,553
  Truist Financial Corp.  2,065,088     67,281
  NatWest Group plc 18,944,743     62,406
* ING Groep NV  4,497,433     55,778
  State Street Corp.    665,188     48,066
  Equitable Holdings Inc.  1,842,040     47,875
  Corebridge Financial Inc.  2,694,200     45,424
  Sumitomo Mitsui Financial Group Inc.    946,600     38,691
  China Construction Bank Corp. Class H 50,934,000     34,051
       8,846,622
Health Care (16.2%)
  Johnson & Johnson  5,450,140    892,188
  Medtronic plc  9,788,198    890,237
  UnitedHealth Group Inc.  1,625,950    800,114
  Elevance Health Inc.  1,591,938    746,062
  HCA Healthcare Inc.  2,533,900    728,065
  Danaher Corp.  2,735,289    648,017
  Cigna Group  1,763,873    446,771
  Thermo Fisher Scientific Inc.    787,412    436,935
  Humana Inc.    644,083    341,680
  Merck & Co. Inc.  2,488,000    287,289
* Boston Scientific Corp.  5,019,366    261,609
  Amgen Inc.  1,055,000    252,926
  Roche Holding AG    731,049    228,921
  Zoetis Inc.  1,226,959    215,675
* Alcon Inc.  2,918,000    211,497
  CVS Health Corp.  2,871,500    210,510
* IQVIA Holdings Inc.    956,000    179,948
* Centene Corp.  2,139,988    147,509
  Novartis AG ADR  1,040,800    106,755
* GE Healthcare Inc.  1,309,615    106,524
  Zimmer Biomet Holdings Inc.    612,008     84,726
  AbbVie Inc.    535,167     80,874
  Sanofi ADR  1,320,391     70,839
    Shares Market
Value

($000)
  GSK plc ADR  1,567,915     56,492
       8,432,163
Industrials (9.0%)
  Honeywell International Inc.  3,858,153    771,013
  General Dynamics Corp.  1,832,971    400,211
  Northrop Grumman Corp.    717,742    331,073
  Raytheon Technologies Corp.  3,312,000    330,869
  Parker-Hannifin Corp.    964,000    313,184
  Waste Management Inc.  1,704,686    283,063
  FedEx Corp.  1,223,640    278,721
  Norfolk Southern Corp.  1,328,779    269,782
  General Electric Co.  2,537,245    251,111
  Xylem Inc.  2,310,000    239,871
  HEICO Corp.  1,023,878    172,667
  Caterpillar Inc.    695,070    152,081
  Cummins Inc.    633,672    148,938
* Boeing Co.    674,400    139,453
  Oshkosh Corp.  1,690,000    129,319
  PACCAR Inc.  1,690,980    126,299
  CNH Industrial NV  7,994,599    112,724
* Daimler Truck Holding AG  2,895,614     95,680
  Timken Co.    737,700     56,692
* Fluor Corp.  1,403,385     40,782
  Siemens AG (Registered)    189,874     31,297
  Nordson Corp.     79,898     17,283
       4,692,113
Information Technology (19.2%)
  Microsoft Corp. 10,113,228  3,107,390
  Apple Inc.  3,696,848    627,281
  Micron Technology Inc.  8,189,123    527,052
  Taiwan Semiconductor Manufacturing Co. Ltd. ADR  6,185,485    521,436
* Adobe Inc.  1,187,119    448,209
  Samsung Electronics Co. Ltd. (XKRX)  8,361,400    411,415
  Analog Devices Inc.  1,976,126    355,466
* Salesforce Inc.  1,726,462    342,478
* ANSYS Inc.  1,000,000    313,920
* Workday Inc. Class A  1,633,900    304,134
  Amphenol Corp. Class A  3,942,852    297,567
* F5 Inc.  2,126,500    285,717
  Microchip Technology Inc.  3,874,000    282,763
  Applied Materials Inc.  2,300,944    260,076
  Cisco Systems Inc.  5,084,860    240,260
  QUALCOMM Inc.  2,036,500    237,863
* Autodesk Inc.  1,170,000    227,904
  Accenture plc Class A    752,582    210,941
  Telefonaktiebolaget LM Ericsson ADR 37,013,480    203,204
  Oracle Corp.  2,099,125    198,829
  Seagate Technology Holdings plc  3,270,998    192,237
  TE Connectivity Ltd.    902,266    110,410
  Corning Inc.  3,320,051    110,292
  Cognex Corp.  1,687,309     80,468
  Lam Research Corp.    121,321     63,582
 
5

 

Windsor II Fund
    Shares Market
Value

($000)
  Cognizant Technology Solutions Corp. Class A    866,500     51,739
      10,012,633
Materials (2.7%)
  Corteva Inc.  6,320,000    386,278
  Martin Marietta Materials Inc.    731,000    265,499
  Ecolab Inc.  1,258,000    211,143
  RPM International Inc.  2,399,000    196,790
  Avery Dennison Corp.    859,179    149,909
  Olin Corp.  2,625,900    145,475
  International Paper Co.  1,016,629     33,661
       1,388,755
Other (0.1%)
  SPDR S&P 500 ETF Trust    185,472     77,143
Real Estate (1.5%)
  Prologis Inc.  3,552,715    444,978
  Crown Castle Inc.  1,560,000    192,020
  Equity LifeStyle Properties Inc.  2,142,000    147,584
         784,582
Utilities (1.4%)
  Xcel Energy Inc.  3,638,000    254,333
  Atmos Energy Corp.  2,210,000    252,249
  PPL Corp.  8,270,715    237,535
         744,117
Total Common Stocks
(Cost $35,049,709)
50,020,260
    Shares Market
Value

($000)
Temporary Cash Investments (3.8%)
Money Market Fund (3.8%)
2,3 Vanguard Market Liquidity Fund, 4.853% (Cost$1,988,364) 19,888,814           1,988,683
Total Investments (99.7%) (Cost $37,038,073) 52,008,943
Other Assets and Liabilities—Net (0.3%) 141,714
Net Assets (100%) 52,150,657
Cost is in $000.
See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $89,503,000.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
3 Collateral of $93,487,000 was received for securities on loan.
  ADR—American Depositary Receipt.
 

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts
      ($000)
  Expiration Number of
Long (Short)
Contracts
Notional
Amount
Value and
Unrealized
Appreciation
(Depreciation)
Long Futures Contracts        
E-mini S&P 500 Index June 2023 3,546 742,621 27,283
  
See accompanying Notes, which are an integral part of the Financial Statements.
6

 

Windsor II Fund
Statement of Assets and Liabilities
As of April 30, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value1  
Unaffiliated Issuers (Cost $35,049,709) 50,020,260
Affiliated Issuers (Cost $1,988,364) 1,988,683
Total Investments in Securities 52,008,943
Investment in Vanguard 1,832
Cash 2,779
Cash Collateral Pledged—Futures Contracts 40,600
Receivables for Investment Securities Sold 196,561
Receivables for Accrued Income 65,686
Receivables for Capital Shares Issued 8,977
Variation Margin Receivable—Futures Contracts 6,300
Total Assets 52,331,678
Liabilities  
Payables for Investment Securities Purchased 48,394
Collateral for Securities on Loan 93,487
Payables to Investment Advisor 14,536
Payables for Capital Shares Redeemed 21,171
Payables to Vanguard 3,433
Total Liabilities 181,021
Net Assets 52,150,657
1 Includes $89,503,000 of securities on loan.  
At April 30, 2023, net assets consisted of:  
   
Paid-in Capital 36,222,882
Total Distributable Earnings (Loss) 15,927,775
Net Assets 52,150,657
 
Investor Shares—Net Assets  
Applicable to 277,417,866 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
10,994,182
Net Asset Value Per Share—Investor Shares $39.63
 
Admiral Shares—Net Assets  
Applicable to 585,347,733 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
41,156,475
Net Asset Value Per Share—Admiral Shares $70.31
  
See accompanying Notes, which are an integral part of the Financial Statements.
7

 

Windsor II Fund
Statement of Operations
  Six Months Ended
April 30, 2023
  ($000)
Investment Income  
Income  
Dividends1 451,181
Interest2 44,689
Securities Lending—Net 382
Total Income 496,252
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 32,321
Performance Adjustment (1,865)
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 11,329
Management and Administrative—Admiral Shares 26,826
Marketing and Distribution—Investor Shares 223
Marketing and Distribution—Admiral Shares 726
Custodian Fees 532
Shareholders’ Reports—Investor Shares 220
Shareholders’ Reports—Admiral Shares 129
Trustees’ Fees and Expenses 11
Other Expenses 41
Total Expenses 70,493
Expenses Paid Indirectly (100)
Net Expenses 70,393
Net Investment Income 425,859
Realized Net Gain (Loss)  
Investment Securities Sold2 679,242
Futures Contracts 52,348
Foreign Currencies 267
Realized Net Gain (Loss) 731,857
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated Issuers2 2,436,312
Futures Contracts 1,408
Foreign Currencies 703
Change in Unrealized Appreciation (Depreciation) 2,438,423
Net Increase (Decrease) in Net Assets Resulting from Operations 3,596,139
1 Dividends are net of foreign withholding taxes of $6,956,000.
2 Interest income, realized net gain (loss), capital gain distributions received, and change in unrealized appreciation (depreciation) from an affiliated company of the fund were $44,159,000, $121,000, $5,000, and $57,000, respectively. Purchases and sales are for temporary cash investment purposes.
  
See accompanying Notes, which are an integral part of the Financial Statements.
8

 

Windsor II Fund
Statement of Changes in Net Assets
  Six Months Ended
April 30,
2023
  Year Ended
October 31,
2022
  ($000)   ($000)
Increase (Decrease) in Net Assets      
Operations      
Net Investment Income 425,859   795,248
Realized Net Gain (Loss) 731,857   2,796,748
Change in Unrealized Appreciation (Depreciation) 2,438,423   (10,644,556)
Net Increase (Decrease) in Net Assets Resulting from Operations 3,596,139   (7,052,560)
Distributions      
Investor Shares (654,976)   (1,012,782)
Admiral Shares (2,445,356)   (3,567,050)
Total Distributions (3,100,332)   (4,579,832)
Capital Share Transactions      
Investor Shares 139,081   (437,223)
Admiral Shares 1,092,098   1,926,529
Net Increase (Decrease) from Capital Share Transactions 1,231,179   1,489,306
Total Increase (Decrease) 1,726,986   (10,143,086)
Net Assets      
Beginning of Period 50,423,671   60,566,757
End of Period 52,150,657   50,423,671
  
See accompanying Notes, which are an integral part of the Financial Statements.
9

 

Windsor II Fund
Financial Highlights
Investor Shares            
For a Share Outstanding
Throughout Each Period 
Six Months
Ended
April 30,
2023
Year Ended October 31,
2022 2021 2020 2019 2018
Net Asset Value, Beginning of Period $39.39 $48.48 $34.85 $37.22 $37.39 $38.81
Investment Operations            
Net Investment Income1 .312 .585 .502 .551 .775 .783
Net Realized and Unrealized Gain (Loss) on Investments 2.359 (6.039) 15.971 .607 2.628 .950
Total from Investment Operations 2.671 (5.454) 16.473 1.158 3.403 1.733
Distributions            
Dividends from Net Investment Income (.323) (.566) (.516) (.635) (.844) (.740)
Distributions from Realized Capital Gains (2.108) (3.070) (2.327) (2.893) (2.729) (2.413)
Total Distributions (2.431) (3.636) (2.843) (3.528) (3.573) (3.153)
Net Asset Value, End of Period $39.63 $39.39 $48.48 $34.85 $37.22 $37.39
Total Return2 7.26% -11.93% 49.42% 2.93% 10.82% 4.44%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $10,994 $10,747 $13,734 $10,997 $12,119 $12,061
Ratio of Total Expenses to Average Net Assets3 0.34%4 0.34%4 0.34% 0.34% 0.33% 0.33%
Ratio of Net Investment Income to Average Net Assets 1.58% 1.38% 1.15% 1.61% 2.20% 2.04%
Portfolio Turnover Rate 9% 18% 20% 61% 32% 29%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of (0.01%), (0.01%), (0.00%), (0.01%), (0.03%) and (0.03%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.34%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
10

 

Windsor II Fund
Financial Highlights
Admiral Shares            
For a Share Outstanding
Throughout Each Period 
Six Months
Ended
April 30,
2023
Year Ended October 31,
2022 2021 2020 2019 2018
Net Asset Value, Beginning of Period $69.89 $86.03 $61.84 $66.06 $66.35 $68.88
Investment Operations            
Net Investment Income1 .581 1.098 .950 1.027 1.426 1.443
Net Realized and Unrealized Gain (Loss) on Investments 4.181 (10.716) 28.341 1.065 4.675 1.682
Total from Investment Operations 4.762 (9.618) 29.291 2.092 6.101 3.125
Distributions            
Dividends from Net Investment Income (.602) (1.074) (.972) (1.178) (1.547) (1.371)
Distributions from Realized Capital Gains (3.740) (5.448) (4.129) (5.134) (4.844) (4.284)
Total Distributions (4.342) (6.522) (5.101) (6.312) (6.391) (5.655)
Net Asset Value, End of Period $70.31 $69.89 $86.03 $61.84 $66.06 $66.35
Total Return2 7.30% -11.86% 49.55% 3.00% 10.93% 4.52%
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $41,156 $39,677 $46,833 $30,992 $34,022 $34,126
Ratio of Total Expenses to Average Net Assets3 0.26%4 0.26%4 0.26% 0.26% 0.25% 0.25%
Ratio of Net Investment Income to Average Net Assets 1.66% 1.46% 1.22% 1.69% 2.28% 2.12%
Portfolio Turnover Rate 9% 18% 20% 61% 32% 29%
The expense ratio and net investment income ratio for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of (0.01%), (0.01%), (0.00%), (0.01%), (0.03%) and (0.03%).
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.26%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
11

 

Windsor II Fund
Notes to Financial Statements
Vanguard Windsor II Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Investor Shares and Admiral Shares. Each of the share classes has different eligibility and minimum purchase requirements, and is designed for different types of investors.
A. The following significant accounting policies conform to generally accepted accounting principles for U.S. investment companies. The fund consistently follows such policies in preparing its financial statements.
1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the valuation designee to represent fair value and subject to oversight by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund’s pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund's net asset value.
2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
3. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any securities pledged as initial margin for open contracts are noted in the Schedule of Investments.
Futures contracts are valued at their quoted daily settlement prices. The notional amounts of the contracts are not recorded in the Statement of Assets and Liabilities. Fluctuations in the value of
12

 

Windsor II Fund
the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.
During the six months ended April 30, 2023, the fund’s average investments in long and short futures contracts represented 1% and 0% of net assets, respectively, based on the average of the notional amounts at each quarter-end during the period.
4. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute virtually all of its taxable income. The fund’s tax returns are open 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. Management has analyzed the fund’s tax positions taken for all open federal and state income tax years, and has concluded that no provision for income tax is required in the fund’s financial statements.
5. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis at the fiscal year-end and may differ from net investment income and realized capital gains for financial reporting purposes.
6. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. Collateral investments in Vanguard Market Liquidity Fund are subject to market appreciation or depreciation. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.
7. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group ("Vanguard") participate in a $4.3 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement and an uncommitted credit facility provided by Vanguard. Both facilities may be renewed annually. Each fund is individually liable for its borrowings, if any, under the credit facilities. Borrowings may be utilized for temporary or emergency purposes and are subject to the fund’s regulatory and contractual borrowing restrictions. With respect to the committed credit facility, the participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn committed amount of the facility, which are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of
13

 

Windsor II Fund
Operations. Any borrowings under either facility bear interest at an agreed-upon spread plus the higher of the federal funds effective rate, the overnight bank funding rate, or the Daily Simple Secured Overnight Financing Rate inclusive of an additional agreed-upon spread. However, borrowings under the uncommitted credit facility may bear interest based upon an alternate rate agreed to by the fund and Vanguard.
In accordance with an exemptive order (the “Order”) from the SEC, the fund may participate in a joint lending and borrowing program that allows registered open-end Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the fund’s investment objective and investment policies. Interfund loans and borrowings normally extend overnight but can have a maximum duration of seven days. Loans may be called on one business day’s notice. The interest rate to be charged is governed by the conditions of the Order and internal procedures adopted by the board of trustees. The board of trustees is responsible for overseeing the Interfund Lending Program. 
For the six months ended April 30, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
8. Other: Dividend income is recorded on the ex-dividend date. Non-cash dividends included in income, if any, are recorded at the fair value of the securities received. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.
Taxes on foreign dividends and capital gains have been provided for in accordance with the fund's understanding of the applicable countries' tax rules and rates. Deferred foreign capital gains tax, if any, is accrued daily based upon net unrealized gains. The fund has filed tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Amounts related to these reclaims are recorded when there are no significant uncertainties as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment. Such tax reclaims and related professional fees, if any, are included in dividend income and other expenses, respectively.
Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.
B. The investment advisory firms Lazard Asset Management LLC, Hotchkis and Wiley Capital Management, LLC, Sanders Capital, LLC, and Aristotle Capital Management, LLC, each provide investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fee of Lazard Asset Management LLC is subject to quarterly adjustments based on performance relative to the S&P 500 Index for the preceding three years. The basic fee of Hotchkis and Wiley Capital Management, LLC, is subject to quarterly adjustments based on performance relative to the MSCI US Investable Market 2500 Index for the preceding five years. The basic fee of Sanders Capital, LLC, is subject to
14

 

Windsor II Fund
quarterly adjustments based on performance relative to the Russell 3000 Index for the preceding five years. The basic fee of Aristotle Capital Management, LLC, is subject to quarterly adjustments based on performance relative to the S&P 500 Index since January 31, 2020.
Vanguard manages the cash reserves of the fund as described below.
For the six months ended April 30, 2023, the aggregate investment advisory fee paid to all advisors represented an effective annual basic rate of 0.13% of the fund’s average net assets, before a net decrease of $1,865,000 (0.01%) based on performance.
C. In accordance with the terms of a Funds' Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, distribution and cash management services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees and are generally settled twice a month.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At April 30, 2023, the fund had contributed to Vanguard capital in the amount of $1,832,000, representing less than 0.01% of the fund’s net assets and 0.73% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. The fund has asked its investment advisors to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund’s management and administrative expenses. For the six months ended April 30, 2023, these arrangements reduced the fund’s expenses by $100,000 (an annual rate of less than 0.01% of average net assets).
E. Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
15

 

Windsor II Fund
The following table summarizes the market value of the fund’s investments and derivatives as of April 30, 2023, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 48,114,776 1,905,484 50,020,260
Temporary Cash Investments 1,988,683 1,988,683
Total 50,103,459 1,905,484 52,008,943
Derivative Financial Instruments        
Assets        
Futures Contracts1 27,283 27,283
1 Includes cumulative appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.
F. As of April 30, 2023, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 37,118,273
Gross Unrealized Appreciation 16,439,982
Gross Unrealized Depreciation (1,522,029)
Net Unrealized Appreciation (Depreciation) 14,917,953
G. During the six months ended April 30, 2023, the fund purchased $4,392,908,000 of investment securities and sold $6,062,145,000 of investment securities, other than temporary cash investments.
H. Capital share transactions for each class of shares were:
    
  Six Months Ended
April 30, 2023
  Year Ended
October 31, 2022
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 185,688 4,713   594,292 13,465
Issued in Lieu of Cash Distributions 639,779 17,390   986,376 22,623
Redeemed (686,386) (17,512)   (2,017,891) (46,545)
Net Increase (Decrease)—Investor Shares 139,081 4,591   (437,223) (10,457)
16

 

Windsor II Fund
  Six Months Ended
April 30, 2023
  Year Ended
October 31, 2022
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Admiral Shares          
Issued 886,796 12,773   2,903,794 37,328
Issued in Lieu of Cash Distributions 2,286,419 35,035   3,344,538 43,301
Redeemed (2,081,117) (30,160)   (4,321,803) (57,306)
Net Increase (Decrease)—Admiral Shares 1,092,098 17,648   1,926,529 23,323
I. Significant market disruptions, such as those caused by pandemics (e.g., COVID-19 pandemic), natural or environmental disasters, war (e.g., Russia’s invasion of Ukraine), acts of terrorism, or other events, can adversely affect local and global markets and normal market operations. Any such disruptions could have an adverse impact on the value of the fund’s investments and fund performance.
To the extent the fund’s investment portfolio reflects concentration in a particular market, industry, sector, country or asset class, the fund may be adversely affected by the performance of these concentrations and may be subject to increased price volatility and other risks.
The use of derivatives may expose the fund to various risks. Derivatives can be highly volatile, and any initial investment is generally small relative to the notional amount so that transactions may be leveraged in terms of market exposure. A relatively small market movement may have a potentially larger impact on derivatives than on standard securities. Leveraged derivatives positions can, therefore, increase volatility. Additional information regarding the fund's use of derivative(s) and the specific risks associated is described under significant accounting policies.
J. Management has determined that no events or transactions occurred subsequent to April 30, 2023, that would require recognition or disclosure in these financial statements.
17

 

Trustees Approve Advisory Arrangements
The board of trustees of Vanguard Windsor II Fund has renewed the fund’s investment advisory arrangements with Lazard Asset Management LLC (Lazard); Hotchkis and Wiley Capital Management, LLC (Hotchkis and Wiley); Aristotle Capital Management, LLC (Aristotle); and Sanders Capital, LLC (Sanders Capital). The board determined that renewing the fund’s advisory arrangements was in the best interests of the fund and its shareholders.
The board based its decisions upon an evaluation of each advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisors and made presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and the advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.
In addition, the board received periodic reports throughout the year, which included information about the fund’s performance relative to its peers and benchmark, as applicable, and updates, as needed, on the Portfolio Review Department’s ongoing assessment of the advisor.
Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangements. Rather, it was the totality of the circumstances that drove the board’s decisions.
Nature, extent, and quality of services
The board reviewed the quality of the investment management services provided by Lazard, Hotchkis and Wiley, Aristotle, and Sanders Capital over both the short and long term, and took into account the organizational depth and stability of each advisor. The board considered the following:
Lazard. Lazard, a subsidiary of the investment bank Lazard Ltd., provides investment management services for clients around the world in a variety of investment mandates, including international equities, domestic equities, and fixed income securities. The investment team employs a relative value, bottom-up stock-selection process to identify stocks with sustainable financial productivity and attractive valuations. Using scenario analysis, the team seeks to understand the durability and future direction of financial productivity and valuation. Lazard has managed a portion of the fund since 2007.
Hotchkis and Wiley. Founded in 1980, Hotchkis and Wiley is a value-oriented firm that manages various large-, mid-, and small-capitalization portfolios. Hotchkis and Wiley invests in companies where it believes that the present value of future cash flows exceeds the market price. The advisor believes that the market frequently undervalues companies due to the extrapolation of current
18

 

trends, while capital flows usually cause a company’s returns and profitability to normalize over the long term. Hotchkis and Wiley seeks to identify these companies with a disciplined, bottom-up research process. The portfolio managers leverage the support of a broad analyst team, which is organized into sector teams in an effort to better understand the impact that industry dynamics and macro-economic risk factors might have on individual companies. Hotchkis and Wiley has managed a portion of the fund since 2003.
Aristotle. Aristotle is a majority employee-owned investment firm that provides investment management services to clients across a variety of value equity strategies, including domestic, international, and global. The team has employed the same research-driven, bottom-up, quality-value approach for more than 20 years, seeking to invest in high-quality companies trading at attractive valuations. Aristotle has managed a portion of the fund since 2019.
Sanders Capital. Founded in 2009, Sanders Capital employs a traditional, bottom-up, fundamental research approach to identify securities that are undervalued relative to their expected total return. The portfolio managers are supported by a well-credentialed and experienced analyst team, in addition to a quantitative research analyst. Sanders Capital has managed a portion of the fund since 2010.
The board concluded that each advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangements.
Investment performance
The board considered the short-term, long-term, and since-inception performance, as applicable, of Lazard’s, Hotchkis and Wiley’s, Aristotle’s, and Sanders Capital’s subportfolios, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangements should continue.
Cost
The board concluded that the fund’s expense ratio was below the average expense ratio charged by funds in its peer group and that Lazard’s, Hotchkis and Wiley’s, Aristotle’s, and Sanders Capital’s advisory fee rates were also below the peer-group average.
The board did not consider the profitability of Lazard, Hotchkis and Wiley, Aristotle, or Sanders Capital in determining whether to approve the advisory fees, because the firms are independent of Vanguard and the advisory fees are the result of arm’s-length negotiations.
The benefit of economies of scale
The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the advisory fee schedules with Lazard, Hotchkis and Wiley, Aristotle, and Sanders Capital. The breakpoints reduce the effective rate of the fees as the fund’s assets managed by each advisor increase.
The board will consider whether to renew the advisory arrangements again after a one-year period.
19

 

Liquidity Risk Management
Vanguard funds (except for the money market funds) have adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940. Rule 22e-4 requires that each fund adopt a program that is reasonably designed to assess and manage the fund’s liquidity risk, which is the risk that the fund could not meet redemption requests without significant dilution of remaining investors’ interests in the fund.
Assessment and management of a fund’s liquidity risk under the Program take into consideration certain factors, such as the fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions, its short- and long-term cash-flow projections during both normal and reasonably foreseeable stressed conditions, and its cash and cash-equivalent holdings and access to other funding sources. As required by the rule, the Program includes policies and procedures for classification of fund portfolio holdings in four liquidity categories, maintaining certain levels of highly liquid investments, and limiting holdings of illiquid investments.
The board of trustees of Vanguard Windsor Funds approved the appointment of liquidity risk management program administrators responsible for administering Vanguard Windsor II Fund’s Program and for carrying out the specific responsibilities set forth in the Program, including reporting to the board on at least an annual basis regarding the Program’s operation, its adequacy, and the effectiveness of its implementation for the past year (the “Program Administrator Report”). The board has reviewed the Program Administrator Report covering the period from January 1, 2022, through December 31, 2022 (the “Review Period”). The Program Administrator Report stated that during the Review Period the Program operated and was implemented effectively to manage the fund’s liquidity risk.
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You can obtain a free copy of Vanguard’s proxy voting guidelines by visiting vanguard.com/proxyreporting or by calling Vanguard at 800-662-2739. The guidelines are also available from the SEC’s website, www.sec.gov. In addition, you may obtain a free report on how your fund voted the proxies for securities it owned during the 12 months ended June 30. To get the report, visit either vanguard.com/proxyreporting or www.sec.gov.
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© 2023 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q732 062023

 

Item 2: Code of Ethics.

 

Not applicable.

 

Item 3: Audit Committee Financial Expert.

 

Not applicable.

 

Item 4: Principal Accountant Fees and Services.

 

Not applicable.

 

Item 5: Audit Committee of Listed Registrants.

 

Not applicable.

 

 

 

Item 6: Investments.

 

Not applicable. The complete schedule of investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

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: Purchase 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.

 

Not applicable.

 

Item 11: Controls and Procedures.

 

(a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.

 

(b) Internal Control Over Financial Reporting. There were no significant changes in the Registrant’s Internal Control Over Financial Reporting or in other factors that could significantly affect this control subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Item 12: Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 13: Exhibits.

 

(a)(1) Not applicable.
(a)(2) Certifications filed herewith.
(b) Certifications filed herewith.

 

 

 

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.

 

  VANGUARD WINDSOR FUNDS
     
BY: /s/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  

 

Date: June 19, 2023

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

  VANGUARD WINDSOR FUNDS
     
BY: /s/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  

 

Date: June 19, 2023

 

  VANGUARD WINDSOR FUNDS
     
BY: /s/ CHRISTINE BUCHANAN*  
  CHRISTINE BUCHANAN  
  CHIEF FINANCIAL OFFICER  

 

Date: June 19, 2023

 

* By: /s/ Anne E. Robinson  

 

Anne E. Robinson, pursuant to a Power of Attorney filed on March 29, 2023 (see File Number 2-11444), Incorporated by Reference.