-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q+N44ub6MMoOuVqH51MQHcb//Pone/RII1BIC4/BrtRygQDC8h4FstOyH1vDwUPo AVfeRoBZz0OIHGkWa/+guw== 0000775688-04-000004.txt : 20040227 0000775688-04-000004.hdr.sgml : 20040227 20040227094954 ACCESSION NUMBER: 0000775688-04-000004 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040227 EFFECTIVENESS DATE: 20040227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE EQUITY INCOME FUND CENTRAL INDEX KEY: 0000775688 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-04400 FILM NUMBER: 04632742 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105472000 N-CSR 1 eif.txt T. ROWE PRICE EQUITY INCOME FUND Item 1. Report to Shareholders T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- December 31, 2003 Certified Annual Report This report is certified under the Sarbanes-Oxley Act of 2002, which requires that public companies, including mutual funds, affirm that the information provided in their annual and semiannual shareholder reports fully and fairly represents their financial position. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Performance Comparison - -------------------------------------------------------------------------------- This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes. [Graphic Omitted] EQUITY INCOME FUND - -------------------------------------------------------------------------------- As of 12/31/03 Lipper Equity Income Funds Index $24,073 Equity Income Fund $30,830 S&P 500 Stock Index $28,563 Lipper Equity S&P 500 Income Funds Equity Income Stock Index Index Fund - -------------------------------------------------------------------------------- 12/93 $10,000 $10,000 $10,000 12/94 10,132 9,908 10,453 12/95 13,940 12,864 13,939 12/96 17,140 15,176 16,783 12/97 22,859 19,297 21,620 12/98 29,392 21,570 23,614 12/99 35,576 22,473 24,517 12/00 32,337 24,150 27,734 12/01 28,493 22,894 28,187 12/02 22,196 19,132 24,511 12/03 28,563 24,073 30,830 Note: Performance for the Advisor and R Class shares will vary due to their differing fee structures. See returns table on next page. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Average Annual Compound Total Return - -------------------------------------------------------------------------------- Since Inception Periods Ended 12/31/03 1 Year 5 Years 10 Years Inception Date - -------------------------------------------------------------------------------- Equity Income Fund 25.78% 5.48% 11.92% - - S&P 500 Stock Index 28.68 -0.57 11.07 - - Lipper Equity Income Funds Index 25.83 2.22 9.18 - - Equity Income Fund- Advisor Class 25.59 - - 7.04% 3/31/00 S&P 500 Stock Index 28.68 - - -6.25* - Lipper Equity Income Funds Index 25.83 - - 2.07* - Equity Income Fund- R Class 25.27 - - 28.40 9/30/02 S&P 500 Stock Index 28.68 - - 30.51** - Lipper Equity Income Funds Index 25.83 - - 27.73** - * Benchmark since-inception data are for the time period 3/31/00 - 12/31/03. ** Benchmark since-inception data are for the time period 9/30/02 - 12/31/03. Returns do not reflect taxes that the shareholder may pay on fund distributions or the redemption of fund shares. Past performance cannot guarantee future results. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Dear Shareholder, We are pleased to report that the fund posted an excellent return of 25.78% during the 12 months ended December 31, 2003, trailing the unmanaged S&P 500 Index and performing in line with the Lipper Equity Income Funds Index, which measures similarly managed funds. Smaller-cap, more speculative stocks led the way in 2003, but the fund's conservative investment approach cushioned results for shareholders during the recent bear market. [Graphic Omitted] Major Index Returns - -------------------------------------------------------------------------------- 12-Month Return S&P 500 Stock Index 28.7% S&P MidCap 400 Index 35.6% Russell 2000 Index 47.3% Nasdaq Composite 50.0% As you know, the fund seeks to provide substantial dividend income and long-term growth of capital by investing primarily in well-established companies paying above-average dividends. The fund seeks stocks with good prospects for appreciation and dividend growth that appear undervalued by various measures and are temporarily out of favor. The Major Index Returns chart shows how various domestic equities indices performed over the fund's fiscal year. As you can see, the Nasdaq Composite, with its high component of technology stocks, outpaced S&P 500 stocks over the 12-month period, and both mid- and small-cap stocks outperformed larger-cap shares. The Top 5 Sectors table on the next page reflects the percentage of net assets that were invested in various sectors at year-end. The fund's major allocations were to financial and consumer discretionary stocks, with significant percentages invested in industrials and business services, energy, and health care shares. The Best and Worst Contributors table shows the stocks that contributed most to fund results throughout the year. FleetBoston Financial and Cooper Industries were among the leading positive contributors to performance, while Merck and Schering-Plough were the major laggards. Top 5 Sectors - -------------------------------------------------------------------------------- Percent of Net Assets 12/31/02 12/31/03 - -------------------------------------------------------------------------------- Financials 17.4% 18.6% Consumer Discretionary 15.1 17.7 Industrials and Business Services 15.4 13.6 Energy 9.9 9.6 Health Care 9.4 9.6 Finally, I'm sure you are aware that mutual fund companies have recently come under scrutiny for their trading policies. The investigations have led to allegations that executives of several mutual fund companies permitted or engaged in improper mutual fund trading. In addition, certain intermediaries that process fund transactions are alleged to have assisted some investors in executing improper mutual fund trades. I want T. Rowe Price shareholders to know that we emphatically condemn the abuses that have been revealed or alleged against other firms in our industry. Our firm has not entered and will not enter into any agreements with any investors or intermediaries that authorize after-hours trading or excessive short-term trading in any of our funds. T. Rowe Price investors can be assured that our firm unequivocally opposes illegal or inappropriate trading of any nature and has policies and procedures in place designed Best and Worst Contributors - -------------------------------------------------------------------------------- 12 Months Ended 12/31/03 Best Contributors - -------------------------------------------------------------------------------- FleetBoston Financial Cooper Industries Honeywell International McDonald's ChevronTexaco Worst Contributors - -------------------------------------------------------------------------------- Merck Schering-Plough Eastman Kodak Verizon Communications AT&T to protect the best interests of our long-term shareholders. No T. Rowe Price executives or portfolio managers or investment personnel of the T. Rowe Price mutual funds have engaged in any inappropriate trading of T. Rowe Price mutual funds. You may find out more about our trading policies and the steps we take to protect your interests by visiting our Web site (troweprice.com). These policies are also spelled out in your fund's prospectus. Thank you for your continued support. Respectfully submitted, James S. Riepe Chairman January 16, 2004 T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Financial Highlights For a share outstanding throughout each period - -------------------------------------------------------------------------------- Equity Income class Year Ended 12/31/03 12/31/02 12/31/01 12/31/00 12/31/99 - -------------------------------------------------------------------------------- NET ASSET VALUE Beginning of period $ 19.79 $ 23.65 $ 24.67 $ 24.81 $ 26.32 Investment activities Net investment income (loss) 0.38 0.38 0.37 0.50 0.54 Net realized and unrealized gain (loss) 4.65 (3.43) (0.02)** 2.51 0.45 Total from investment activities 5.03 (3.05) 0.35 3.01 0.99 Distributions Net investment income (0.39) (0.36) (0.36) (0.51) (0.53) Net realized gain (0.27) (0.45) (1.01) (2.64) (1.97) Total distributions (0.66) (0.81) (1.37) (3.15) (2.50) NET ASSET VALUE End of period $ 24.16 $ 19.79 $ 23.65 $ 24.67 $ 24.81 ------------------------------------------------------ Ratios/Supplemental Data Total return^ 25.78% (13.04)% 1.64% 13.12% 3.82% Ratio of total expenses to average net assets 0.78% 0.79% 0.80% 0.78% 0.77% Ratio of net investment income (loss) to average net assets 1.80% 1.72% 1.53% 2.01% 1.95% Portfolio turnover rate 11.8% 15.2% 17.3% 21.9% 21.8% Net assets, end of period (in millions) $ 12,160 $ 8,954 $ 10,128 $ 10,187 $ 12,321 ^ Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. ** The amount presented is calculated pursuant to a methodology prescribed by the Securities and Exchange Commission for a share outstanding throughout the period. This amount is inconsistent with the fund's aggregate gains and lossesbecause of the timing of sales and redemptions of fund shares in relation tofluctuating market values for the investment portfolio. The accompanying notes are an integral part of these financial statements. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Financial Highlights For a share outstanding throughout each period - -------------------------------------------------------------------------------- Advisor Class Year 3/31/00 Ended Through 12/31/03 12/31/02 12/31/01 12/31/00 - -------------------------------------------------------------------------------- NET ASSET VALUE Beginning of period $ 19.75 $ 23.63 $ 24.68 $ 23.24 Investment activities Net investment income (loss) 0.35 0.37 0.34 0.36 Net realized and unrealized gain (loss) 4.64 (3.45) (0.02) 3.41 Total from investment activities 4.99 (3.08) 0.32 3.77 Distributions Net investment income (0.35) (0.35) (0.36) (0.40) Net realized gain (0.27) (0.45) (1.01) (1.93) Total distributions (0.62) (0.80) (1.37) (2.33) NET ASSET VALUE End of period $ 24.12 $ 19.75 $ 23.63 $ 24.68 -------------------------------------------- Ratios/Supplemental Data Total return^ 25.59% (13.18)% 1.51% 16.62% Ratio of total expenses to average net assets 0.93% 0.94% 0.90% 0.60%! Ratio of net investment income (loss) to average net assets 1.65% 1.72% 1.44% 2.09%! Portfolio turnover rate 11.8% 15.2% 17.3% 21.9%! Net assets, end of period (in thousands) $1,569,879 $ 878,375 $307,957 $ 851 ^ Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. ! Annualized The accompanying notes are an integral part of these financial statements. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Financial Highlights For a share outstanding throughout each period - -------------------------------------------------------------------------------- R Class Year 9/30/02 Ended Through 12/31/03 12/31/02 - -------------------------------------------------------------------------------- NET ASSET VALUE Beginning of period $ 19.78 $ 18.54 Investment activities Net investment income (loss) 0.30 0.09!! Net realized and unrealized gain (loss) 4.64 1.61!! Total from investment activities 4.94 1.70 Distributions Net investment income (0.31) (0.11) Net realized gain (0.27) (0.35) Total distributions (0.58) (0.46) NET ASSET VALUE End of period $ 24.14 $ 19.78 ---------------------------------- Ratios/Supplemental Data Total return^ 25.27% 9.15% Ratio of total expenses to average net assets 1.18% 1.08%! Ratio of net investment income (loss) to average net assets 1.43% 3.22%! Portfolio turnover rate 11.8% 15.2%! Net assets, end of period (in thousands) $ 26,590 $ 5,759 !! The amount presented is calculated pursuant to a methodology prescribed by the Securities and Exchange Commission for a share outstanding throughout the period. This amount is inconsistent with the fund's aggregate gains and losses because of the timing of sales and redemptions of fund shares in relation to fluctuating market values for the investment portfolio. ^ Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. ! Annualized The accompanying notes are an integral part of these financial statements. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Portfolio of Investments (ss.) Shares/Par Value - -------------------------------------------------------------------------------- ($ 000s) COMMON STOCKS 96.0% CONSUMER DISCRETIONARY 17.5% Automobiles 0.4% Ford Motor 3,500,000 56,000 56,000 Distributors 0.6% Genuine Parts 2,500,000 83,000 83,000 Hotels, Restaurants & Leisure 2.7% Hilton 5,520,000 94,558 McDonald's 6,250,000 155,187 Starwood Hotels & Resorts Worldwide, REIT, Class B 3,500,000 125,895 375,640 Household Durables 2.4% Black & Decker 1,000,000 49,320 Fortune Brands 1,900,000 135,831 Newell Rubbermaid 6,000,000 136,620 321,771 Leisure Equipment & Products 1.7% Eastman Kodak 6,000,000 154,020 Hasbro 4,000,000 85,120 239,140 Media 7.4% Comcast, Class A * 3,750,000 123,263 Disney 6,987,100 163,009 Dow Jones ! 3,100,000 154,535 Knight-Ridder 1,750,000 135,398 New York Times, Class A 3,200,000 152,928 Reader's Digest, Class A 1,047,300 15,353 Time Warner * 10,500,000 188,895 Viacom, Class B 2,000,000 88,760 1,022,141 Multiline Retail 0.8% J.C. Penney 800,000 21,024 May Department Stores 2,900,000 84,303 105,327 Specialty Retail 1.5% Home Depot 4,000,000 141,960 Toys "R" Us * 5,000,000 63,200 205,160 Total Consumer Discretionary 2,408,179 CONSUMER STAPLES 6.7% Beverages 0.2% Brown-Forman, Class B 346,500 32,380 32,380 Food & Staples Retailing 0.1% Winn-Dixie 1,000,000 9,950 9,950 Food Products 2.8% Campbell Soup 4,515,300 121,010 ConAgra 2,000,000 52,780 General Mills 1,750,000 79,275 McCormick 300,000 9,030 Unilever (EUR) 2,000,000 130,657 392,752 Household Products 1.5% Clorox 1,600,000 77,696 Kimberly-Clark 2,200,000 129,998 207,694 Personal Products 0.7% Gillette 2,500,000 91,825 91,825 Tobacco 1.4% Altria Group 1,750,000 95,235 UST 2,600,000 92,794 188,029 Total Consumer Staples 922,630 ENERGY 9.6% Energy Equipment & Services 0.8% Baker Hughes 1,100,000 35,376 Schlumberger 1,500,000 82,080 117,456 Oil & Gas 8.8% Amerada Hess 3,500,000 186,095 Anadarko Petroleum 2,000,000 102,020 BP ADR 3,000,000 148,050 ChevronTexaco 3,000,000 259,170 Exxon Mobil 6,750,000 276,750 Marathon Oil 2,000,000 66,180 Royal Dutch Petroleum ADS 3,200,000 167,648 1,205,913 Total Energy 1,323,369 FINANCIALS 18.6% Capital Markets 3.2% J.P. Morgan Chase 3,300,000 121,209 Janus Capital Group 1,500,000 24,615 Mellon Financial 4,000,000 128,440 Morgan Stanley 1,750,000 101,272 Northern Trust 1,500,600 69,658 445,194 Commercial Banks 5.8% Bank of America 1,490,000 119,841 Bank One 4,250,000 193,758 FleetBoston Financial 4,750,000 207,337 Mercantile Bankshares 1,900,000 86,602 National City 2,100,000 71,274 Wells Fargo 1,300,000 76,557 Wilmington Trust 1,000,000 36,000 791,369 Consumer Finance 1.1% American Express 3,100,000 149,513 149,513 Diversified Financial Services 0.8% Citigroup 2,240,000 108,730 108,730 Insurance 6.4% American International Group 1,070,658 70,963 Chubb 1,600,000 108,960 John Hancock Financial Services 1,000,000 37,500 Lincoln National 2,730,188 110,218 Marsh & McLennan 3,500,000 167,615 SAFECO 3,400,000 132,362 St. Paul Companies 2,100,000 83,265 Travelers Property Casualty, Class B 4,250,000 72,122 UnumProvident 6,233,300 98,299 881,304 Real Estate 0.5% Simon Property Group, REIT 1,600,000 74,144 74,144 Thrifts & Mortgage Finance 0.8% Fannie Mae 1,400,000 105,084 105,084 Total Financials 2,555,338 HEALTH CARE 9.6% Health Care Equipment & Supplies 1.4% Baxter International 4,500,000 137,340 Becton, Dickinson 1,250,000 51,425 188,765 Health Care Providers & Services 0.8% CIGNA 2,000,000 115,000 115,000 Pharmaceuticals 7.4% Abbott Laboratories 2,250,000 104,850 Bristol-Myers Squibb 8,000,000 228,800 Johnson & Johnson 3,000,000 154,980 Merck 5,500,000 254,100 Schering-Plough 6,250,000 108,688 Wyeth 3,750,000 159,187 1,010,605 Total Health Care 1,314,370 INDUSTRIALS & BUSINESS SERVICES 13.6% Aerospace & Defense 4.6% Boeing 1,800,000 75,852 Honeywell International 7,250,000 242,367 Lockheed Martin 1,250,000 64,250 Raytheon 4,250,000 127,670 Rockwell Collins 4,228,400 126,979 637,118 Commercial Services & Supplies 1.4% Dun & Bradstreet * 1,250,000 63,388 Waste Management 4,560,000 134,976 198,364 Electrical Equipment 3.1% Cooper Industries, Class A 3,400,000 196,962 Emerson Electric 1,100,000 71,225 Hubbell, Class B 1,300,000 57,330 Rockwell Automation 2,700,000 96,120 421,637 Industrial Conglomerates 1.6% GE 7,000,000 216,860 216,860 Machinery 0.9% Pall 4,500,000 120,735 120,735 Road & Rail 2.0% Norfolk Southern 4,200,000 99,330 Union Pacific 2,500,000 173,700 273,030 Total Industrials & Business Services 1,867,744 INFORMATION TECHNOLOGY 4.3% Communications Equipment 1.6% Lucent Technologies * 11,250,000 31,950 Motorola 8,000,000 112,560 Nokia ADR 4,500,000 76,500 221,010 Computer & Peripherals 1.2% Hewlett-Packard 6,920,625 158,967 158,967 Semiconductor & Semiconductor Equipment 0.7% Agere Systems, Class A * 6,270,310 19,124 Texas Instruments 2,850,000 83,733 102,857 Software 0.8% Microsoft 4,000,000 110,160 110,160 Total Information Technology 592,994 MATERIALS 6.3% Chemicals 3.6% Dow Chemical 3,500,000 145,495 DuPont 3,000,000 137,670 Great Lakes Chemical ! 2,700,000 73,413 Hercules * 4,641,400 56,625 International Flavors & Fragrances 2,250,000 78,570 491,773 Metals & Mining 1.1% Alcoa 2,000,000 76,000 Nucor 1,500,000 84,000 160,000 Paper & Forest Products 1.6% International Paper 4,000,000 172,440 MeadWestvaco 1,500,000 44,625 217,065 Total Materials 868,838 TELECOMMUNICATION SERVICES 5.4% Diversified Telecommunication Services 5.4% Alltel 2,250,000 104,805 AT&T 4,000,000 81,200 Qwest Communications International * 24,000,000 103,680 SBC Communications 5,750,000 149,903 Sprint 6,000,000 98,520 Verizon Communications 6,000,000 210,480 Total Telecommunication Services 748,588 UTILITIES 4.4% Electric Utilities 1.4% FirstEnergy 2,500,000 88,000 Teco Energy 1,000,000 14,410 TXU 4,114,500 97,596 200,006 Gas Utilities 0.8% NiSource 4,750,000 104,215 104,215 Multi-Utilities & Unregulated Power 2.2% Constellation Energy Group 3,000,000 117,480 Duke Energy 7,000,000 143,150 El Paso Energy 4,500,000 36,855 297,485 Total Utilities 601,706 Total Common Stocks (Cost $11,086,115) 13,203,756 CONVERTIBLE PREFERRED STOCKS 0.2% Ford Motor Company Capital Trust II 574,000 32,058 Total Convertible Preferred Stocks (Cost $28,700) 32,058 CONVERTIBLE BONDS 0.5% Lucent Technologies, 8.00%, 8/1/31 66,228,000 70,993 Total Convertible Bonds (Cost $71,768) 70,993 SHORT-TERM INVESTMENTS 3.1% Money Market Fund 3.1% T. Rowe Price Reserve Investment Fund, 1.13% # ! 421,246,890 421,247 Total Short-Term Investments (Cost $421,247) 421,247 Total Investments in Securities 99.8% of Net Assets (Cost $11,607,830) $13,728,054 ----------- (ss.) Denominated in U.S. dollar unless otherwise noted # Seven-day yield * Non-income producing ! Affiliated company - See Note 2. ADR American Depository Receipts ADS American Depository Shares EUR Euro REIT Real Estate Investment Trust The accompanying notes are an integral part of these financial statements. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report December 31, 2003 Statement of Assets and Liabilities - -------------------------------------------------------------------------------- ($ 000s) Assets Investments in securities, at value (cost $11,607,830) $ 13,728,054 Other assets 60,809 Total assets 13,788,863 Liabilities Total liabilities 32,782 NET ASSETS $ 13,756,081 --------------- Net Assets Consist of: Undistributed net realized gain (loss) $ 116,061 Net unrealized gain (loss) 2,120,224 Paid-in-capital applicable to 569,499,569 shares of no par value capital stock outstanding; unlimited shares authorized 11,519,796 NET ASSETS $ 13,756,081 --------------- NET ASSET VALUE PER SHARE Equity Income class ($12,159,613,090/503,310,603 shares outstanding) $ 24.16 --------------- Advisor Class ($1,569,878,669/65,087,399 shares outstanding) $ 24.12 --------------- R Class ($26,589,733/1,101,567 shares outstanding) $ 24.14 --------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Statement of Operations - -------------------------------------------------------------------------------- ($ 000s) Year Ended 12/31/03 - -------------------------------------------------------------------------------- Investment Income (Loss) Income Dividend $ 289,237 Interest 538 Total income 289,775 Expenses Investment management 63,960 Shareholder servicing Equity Income Class 19,833 Advisor Class 1,092 R Class 16 Distribution and service (12b-1) Advisor Class 2,822 R Class 78 Prospectus and shareholder reports Equity Income Class 602 Advisor Class 100 R Class 1 Custody and accounting 393 Registration 198 Trustees 49 Legal and audit 41 Miscellaneous 87 Total expenses 89,272 Expenses paid indirectly (6) Net expenses 89,266 Net investment income (loss) 200,509 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities 269,913 Foreign currency transactions (145) Net realized gain (loss) 269,768 Change in net unrealized gain (loss) on securities 2,254,536 Net realized and unrealized gain (loss) 2,524,304 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 2,724,813 ------------ The accompanying notes are an integral part of these financial statements. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Statement of Changes in Net Assets - -------------------------------------------------------------------------------- ($ 000s) Year Ended 12/31/03 12/31/02 - -------------------------------------------------------------------------------- Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 200,509 $ 175,910 Net realized gain (loss) 269,768 207,302 Change in net unrealized gain (loss) 2,254,536 (1,840,249) Increase (decrease) in net assets from operations 2,724,813 (1,457,037) Distributions to shareholders Net investment income Equity Income Class (187,746) (159,289) Advisor Class (19,685) (10,398) R Class (257) (12) Net realized gain Equity Income Class (133,655) (199,037) Advisor Class (16,784) (16,452) R Class (283) (40) Decrease in net assets from distributions (358,410) (385,228) Capital share transactions * Shares sold Equity Income Class 2,152,244 1,866,678 Advisor Class 715,816 914,477 R Class 21,501 5,925 Distributions reinvested Equity Income Class 305,659 342,908 Advisor Class 36,193 26,707 R Class 539 52 Shares redeemed Equity Income Class (1,371,563) (1,650,176) Advisor Class (304,004) (262,683) R Class (4,529) (123) Increase (decrease) in net assets from capital share transactions 1,551,856 1,243,765 Net Assets Increase (decrease) during period 3,918,259 (598,500) Beginning of period 9,837,822 10,436,322 End of period $ 13,756,081 $ 9,837,822 ------------ ------------ T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Statement of Changes in Net Assets - -------------------------------------------------------------------------------- ($ 000s) Year Ended 12/31/03 12/31/02 - -------------------------------------------------------------------------------- *Share information Shares sold Equity Income Class 101,852 84,263 Advisor Class 33,921 43,125 R Class 999 294 Distributions reinvested Equity Income Class 13,867 16,415 Advisor Class 1,628 1,309 R Class 24 3 Shares redeemed Equity Income Class (64,729) (76,535) Advisor Class (14,925) (13,002) R Class (212) (6) Increase (decrease) in shares outstanding 72,425 55,866 The accompanying notes are an integral part of these financial statements. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report December 31, 2003 Notes to Financial Statements - -------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Equity Income Fund (the fund) is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, open-end management investment company. The fund seeks to provide substantial dividend income as well as long-term growth of capital through investments in the common stocks of established companies. The fund has three classes of shares: Equity Income Fund (Equity Income Class), offered since October 31, 1985, Equity Income Fund--Advisor Class (Advisor Class), offered since March 31, 2000, and Equity Income Fund--R Class (R Class), offered since September 30, 2002. Advisor Class shares are sold only through brokers and other financial intermediaries, and R Class shares are available to retirement plans serviced by intermediaries. The Advisor Class and R Class each operate under separate Board-approved Rule 12b-1 plans, pursuant to which each class compensates financial intermediaries for distribution and certain administrative services. Each class has exclusive voting rights on matters related solely to that class, separate voting rights on matters that relate to all classes, and, in all other respects, the same rights and obligations as the other classes. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by fund management. Valuation The fund values its investments and computes its net asset value per share at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day that the NYSE is open for business. Equity securities listed or regularly traded on a securities exchange or in the over-the-counter market are valued at the last quoted sale price, or official closing price for certain markets, at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the latest bid and ask prices for domestic securities and the last quoted sale price for international securities. Debt securities are generally traded in the over-the-counter market. Securities with original maturities of one year or more are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with original maturities of less than one year are valued at amortized cost in local currency, which approximates fair value when combined with accrued interest. Investments in mutual funds are valued at the mutual fund's closing net asset value per share on the day of valuation. Other investments and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Trustees. Most foreign markets close before the NYSE. Normally, developments that could affect the values of securities that occur between the close of a foreign market and the close of the NYSE will not be reflected in security valuations used by the fund to compute its share price. However, if developments are so significant that they will, in the judgment of the fund, clearly and materially affect security values, such valuations may be adjusted to reflect the estimated fair value of the securities as of the close of the NYSE, as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Trustees. Currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and ask prices of such currencies against U.S. dollars as quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction. The effect of changes in foreign currency exchange rates on realized and unrealized security gains and losses is reflected as a component of security gains and losses. Class Accounting The Advisor Class and R Class each pay distribution and administrative expenses in the form of Rule 12b-1 fees, in an amount not exceeding 0.25% and 0.50%, respectively, of the class's average daily net assets. Shareholder servicing, prospectus, and shareholder report expenses incurred by each class are charged directly to the class to which they relate. Expenses common to all classes, investment income, and realized and unrealized gains and losses are allocated to the classes based upon the relative daily net assets of each class. Income distributions are declared and paid by each class on a quarterly basis. Capital gain distributions, if any, are declared and paid by the fund, typically on an annual basis. Rebates and Credits Subject to best execution, the fund may direct certain security trades to brokers who have agreed to rebate a portion of the related brokerage commission to the fund in cash. Commission rebates are included in realized gain on securities in the accompanying financial statements and totaled $278,000 for the year ended December 31, 2003. Additionally, the fund earns credits on temporarily uninvested cash balances at the custodian that reduce the fund's custody charges. Custody expense in the accompanying financial statements is presented before reduction for credits, which are reflected as expenses paid indirectly. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. Premiums and discounts on debt securities are amortized for financial reporting purposes. Dividends received from mutual fund investments are reflected as dividend income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions are recorded on the ex-dividend date. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders are recorded on the ex-dividend date. Income distributions are declared and paid on a quarterly basis. Capital gain distributions, if any, are typically declared and paid on an annual basis. Other In the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is dependent on claims that may be made against the fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote. NOTE 2 - INVESTMENT TRANSACTIONS Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks or enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund's prospectus and Statement of Additional Information. Affiliated Companies The fund may invest in certain securities that are considered affiliated companies. As defined by the 1940 Act, an affiliated company is one in which the fund owns 5% or more of the outstanding voting securities. At December 31, 2003, the value of affiliated companies totaled $649,195,000, representing 4.7% of the value of the fund's investments in securities. For the year then ended, $8,755,000 (3.0%) of dividend income reflected in the accompanying financial statements resulted from the fund's transactions with affiliated companies. Other Purchases and sales of portfolio securities, other than short-term securities, aggregated $2,507,114,000 and $1,274,059,000, respectively, for the year ended December 31, 2003. NOTE 3 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. Distributions during the year ended December 31, 2003 were characterized as follows for tax purposes: - -------------------------------------------------------------------------------- Ordinary income $ 241,418,000 Long-term capital gain 116,992,000 Total distributions $ 358,410,000 -------------------- At December 31, 2003, the tax-basis components of net assets were as follows: - -------------------------------------------------------------------------------- Unrealized appreciation $ 3,075,500,000 Unrealized depreciation (955,276,000) Net unrealized appreciation (depreciation) 2,120,224,000 Undistributed ordinary income 18,574,000 Undistributed long-term capital gain 97,487,000 Paid-in capital 11,519,796,000 Net assets $ 13,756,081,000 ------------------- For the year ended December 31, 2003, the fund recorded the following permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to a tax practice that treats a portion of the proceeds from each redemption of capital shares as a distribution of taxable net investment income and/or realized capital gain. Results of operations and net assets were not affected by these reclassifications. - -------------------------------------------------------------------------------- Undistributed net investment income $ 573,000 Undistributed net realized gain (12,639,000) Paid-in capital 12,066,000 At December 31, 2003, the cost of investments for federal income tax purposes was $11,607,830,000. NOTE 4 - RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management agreement between the fund and the manager provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.25% of the fund's average daily net assets, and the fund's pro-rata share of a group fee. The group fee is calculated based on the combined net assets of certain mutual funds sponsored by Price Associates (the group) applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.295% for assets in excess Undistributed net investment income $ 573,000 Undistributed net realized gain (12,639,000) Paid-in capital 12,066,000of $120 billion. The fund's portion of the group fee is determined by the ratio of its average daily net assets to those of the group. At December 31, 2003, the effective annual group fee rate was 0.32%, and investment management fee payable totaled $6,395,000. The Advisor Class and R Class are also subject to a contractual expense limitation through the limitation dates indicated in the table below. During the limitation period, the manager is required to waive its management fee and reimburse a class for any expenses, excluding interest, taxes, brokerage commissions, and extraordinary expenses, that would otherwise cause the class's ratio of total expenses to average net assets (expense ratio) to exceed its expense limitation. Through the repayment date, each class is required to repay the manager for expenses previously reimbursed and management fees waived to the extent the class's net assets have grown or expenses have declined sufficiently to allow repayment without causing the class's expense ratio to exceed its expense limitation. - -------------------------------------------------------------------------------- Advisor Class R Class Expense Limitation 1.00% 1.00% Limitation Date 12/31/03 4/30/04 Repayment Date 12/31/05 4/30/06 For the year ended December 31, 2003, each class operated below its expense limitation. In addition, the fund has entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates (collectively, Price). Price Associates computes the daily share prices and maintains the financial records of the fund. T. Rowe Price Services, Inc., provides shareholder and administrative services in its capacity as the fund's transfer and dividend disbursing agent. T. Rowe Price Retirement Plan Services, Inc., provides subaccounting and recordkeeping services for certain retirement accounts invested in the Equity Income class and R Class. Expenses incurred pursuant to these service agreements totaled $13,759,000 for the year ended December 31, 2003, of which $1,269,000 was payable at period-end. Additionally, the fund is one of several mutual funds in which certain college savings plans managed by Price Associates may invest. As approved by the fund's Board of Directors, shareholder servicing costs associated with each college savings plan are borne by the fund in proportion to the average daily value of its shares owned by the college savings plan. For the year ended December 31, 2003, the fund was charged $1,000 for shareholder servicing costs related to the college savings plans, of which $1,000 was for services provided by Price. At December 31, 2003, approximately 0.8% of the outstanding shares of the Equity Income class were held by college savings plans. The fund is also one of several mutual funds sponsored by Price Associates (underlying Price funds) in which the T. Rowe Price Spectrum Funds (Spectrum Funds) may invest. The Spectrum Funds do not invest in the underlying Price funds for the purpose of exercising management or control. Pursuant to a special servicing agreement, expenses associated with the operation of the Spectrum Funds are borne by each underlying Price fund to the extent of estimated savings to it and in proportion to the average daily value of its shares owned by the Spectrum Funds. Expenses allocated under this agreement are reflected as shareholder servicing expense in the accompanying financial statements. For the year ended December 31, 2003, the fund was allocated $1,705,000 of Spectrum Funds' expenses, of which $1,196,000 related to services provided by Price and $152,000 was payable at period-end. At December 31, 2003, approximately 7.4% of the outstanding shares of the Equity Income class were held by the Spectrum Funds. The fund may invest in the T. Rowe Price Reserve Investment Fund and the T. Rowe Price Government Reserve Investment Fund (collectively, the Reserve Funds), open-end management investment companies managed by Price Associates. The Reserve Funds are offered as cash management options only to mutual funds, trusts, and other accounts managed by Price Associates and/or its affiliates, and are not available to the public. The Reserve Funds pay no investment management fees. During the year ended December 31, 2003, dividend income from the Reserve Funds totaled $4,719,000. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Report of Independent Auditors - -------------------------------------------------------------------------------- To the Board of Trustees and Shareholders of T. Rowe Price Equity Income Fund In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Equity Income Fund (the "Fund") at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the fiscal periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodians, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Baltimore, Maryland January 26, 2004 T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Tax Information (Unaudited) for the Tax Year Ended 12/31/03 - -------------------------------------------------------------------------------- The fund's distributions to shareholders included: o $40,975,000 from short-term capital gains, o $122,385,000 from long-term capital gains, of which $51,952,000 was subject to the 15% rate gains category, and $70,433,000 to the 20% rate gains category. For taxable non-corporate shareholders, $260,058,000 of the fund's income and short-term capital gains represents qualified dividend income subject to the 15% rate category. For corporate shareholders, $259,920,000 of the fund's income and short-term capital gains qualified for the dividends-received deduction. Information on Proxy Voting - -------------------------------------------------------------------------------- A description of the policies and procedures that the T. Rowe Price Equity Income Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 1-800-225-5132. It also appears in the fund's Statement of Additional Information (Form 485B), which can be found on the SEC's Web site, www.sec.gov. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report About the Fund's Trustees and Officers - -------------------------------------------------------------------------------- Your fund is governed by a Board of Trustees that meets regularly to review investments, performance, expenses, and other business matters, and is responsible for protecting the interests of shareholders. The majority of the fund's trustees are independent of T. Rowe Price Associates, Inc. (T. Rowe Price); "inside" trustees are officers of T. Rowe Price. The Board of Trustees elects the fund's officers, who are listed in the final table. The business address of each trustee and officer is 100 East Pratt Street, Baltimore, MD 21202. The Statement of Additional Information includes additional information about the fund trustees and is available without charge by calling a T. Rowe Price representative at 1-800-225-5132. Independent Trustees Name (Date of Birth) Principal Occupation(s) During Past 5 Years and Year Elected * Directorships of Other Public Companies Anthony W. Deering Director, Chairman of the Board, President, and (1/28/45) Chief Executive Officer, The Rouse Company, real 2001 estate developers; Director, Mercantile Bank (4/03 to present) Donald W. Dick, Jr. Principal, EuroCapital Advisors, LLC, an (1/27/43) acquisition and management advisory firm 1994 David K. Fagin Director, Golden Star Resources Ltd., Canyon (4/9/38) Resources Corp. (5/00 to present), and Pacific 1988 Rim Mining Corp. (2/02 to present); Chairman and President, Nye Corp. Karen N. Horn Managing Director and President, Global Private (9/21/43) Client Services, Marsh Inc.; Managing Director 2003 and Head of International Private Banking, Bankers Trust; Director, Eli Lilly and Company F. Pierce Linaweaver President, F. Pierce Linaweaver & Associates, (8/22/34) Inc.,consulting environmental and civil engineers 2001 John G. Schreiber Owner/President, Centaur Capital Partners, Inc., a (10/21/46) real estate investment company; Senior Advisor and 2001 Partner, Blackstone Real Estate Advisors, L.P.; Director, AMLI Residential Properties Trust, Host Marriott Corp., and The Rouse Company Hubert D. Vos ** Owner/President, Stonington Capital Corp., (8/2/33) a private investment company 1985 Paul M. Wythes ** Founding Partner, Sutter Hill Ventures, a venture (6/23/33) capital limited partnership, providing equity 1994 capital to young high-technology companies throughout the United States; Director, Teltone Corp. * Each independent trustee oversees 107 T. Rowe Price portfolios and serves until retirement, resignation, or election of a successor. ** Retired from Board of Trustees effective December 31, 2003. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Inside Trustees Name (Date of Birth) Year Elected * [Number of T. Rowe Price Principal Occupation(s) During Past 5 Years Portfolios Overseen] and Directorships of Other Public Companies James A.C. Kennedy, CFA Director and Vice President, T. Rowe Price (8/15/53) and T. Rowe Price Group, Inc. 1997 [39] James S. Riepe Director and Vice President, T. Rowe Price; Vice (6/25/43) Chairman of the Board, Director, and Vice 1985 President, T. Rowe Price Group, Inc.; Chairman [107] of the Board and Director, T. Rowe Price Global Asset Management Limited, T. Rowe Price Global Investment Services Limited, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board, Director, President, and Trust Officer, T. Rowe Price Trust Company; Director, T. Rowe Price International, Inc.; Chairman of the Board, Equity Income Fund M. David Testa, CFA, CIC Chief Investment Officer, Director, and Vice (4/22/44) President, T. Rowe Price; Vice Chairman of the 1994 Board, Chief Investment Officer, Director, and [107] Vice President, T. Rowe Price Group, Inc.; Chairman of the Board and Director, T. Rowe Price International, Inc.; Director, T. Rowe Price Global Asset Management Limited and T. Rowe Price Global Investment Services Limited; Director and Vice President, T. Rowe Price Trust Company; Vice President, Equity Income Fund * Each inside trustee serves until retirement, resignation, or election of a successor. Officers Name (Date of Birth) Title and Fund(s) Served Principal Occupation(s) Stephen W. Boesel (12/28/44) Vice President, T. Rowe Price, T. Rowe Vice President, Equity Income Fund Price Group, Inc., and T. Rowe Price Trust Company Stephen V. Booth (6/21/61) Vice President, T. Rowe Price, T. Rowe Vice President, Equity Income Fund Price Group, Inc., and T. Rowe Price Trust Company Andrew M. Brooks (2/16/56) Vice President, T. Rowe Price and Vice President, Equity Income Fund T. Rowe Price Group, Inc. Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. T. Rowe Price Equity Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Officers (continued) Name (Date of Birth) Title and Fund(s) Served Principal Occupation(s) Joseph A. Carrier (12/30/60) Vice President, T. Rowe Price, T. Rowe Treasurer, Equity Income Fund Price Group, Inc., and T. Rowe Price Investment Services, Inc. Arthur B. Cecil III, CFA (9/15/42) Vice President, T. Rowe Price and Vice President, Equity Income Fund T. Rowe Price Group, Inc. Anna M. Dopkin, CFA (9/5/67) Vice President, T. Rowe Price and Vice President, Equity Income Fund T. Rowe Price Group, Inc. Roger L. Fiery III, CPA (2/10/59) Vice President, T. Rowe Price, T. Rowe Vice President, Equity Income Fund Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company Henry H. Hopkins (12/23/42) Director and Vice President, T. Rowe Vice President, Equity Income Fund Price Group, Inc., T. Rowe Price Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Vice President, T. Rowe Price, T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc. John D. Linehan (1/21/65) Vice President, T. Rowe Price, T. Rowe Vice President, Equity Income Fund Price Group, Inc., and T. Rowe Price International, Inc. Patricia B. Lippert (1/12/53) Assistant Vice President, T. Rowe Price Secretary, Equity Income Fund and T. Rowe Price Investment Services, Inc. Heather K. McPherson, CPA (12/3/60) Employee, T. Rowe Price; formerly intern Vice President, Equity Income Fund Salomon Smith Barney (to 2001); Vice President of Finance and Administration, Putnam Lovell Securities, Inc. (to 2000) Brian C. Rogers, CFA, CIC (6/27/55) Director and Vice President, T. Rowe President, Equity Income Fund Price Group, Inc.; Vice President, T. Rowe Price and T. Rowe Price Trust Company William J. Stromberg, CFA (3/10/60) Vice President, T. Rowe Price and Vice President, Equity Income Fund T. Rowe Price Group, Inc. Julie L. Waples (5/12/70) Vice President, T. Rowe Price Vice President, Equity Income Fund Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Item 2. Code of Ethics. As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report. Item 3. Audit Committee Financial Expert. The registrant's Board of Directors/Trustees has determined that Mr. David K. Fagin qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Fagin is considered independent for purposes of Item 3 of Form N-CSR. Item 4. Principal Accountant Fees and Services. (a) - (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant's principal accountant were as follows: 2003 2002 Audit Fees $27,837 $22,785 Audit-Related Fees 1,559 -- Tax Fees 7,230 5,517 All Other Fees 124 419 Audit fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant's financial statements, specifically the issuance of a report on internal controls. Tax fees include amounts related to tax compliance, tax planning, and tax advice. Other fees include the registrant's pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant's Board of Directors/Trustees. (e)(1) The registrant's audit committee has adopted a policy whereby audit and non-audit services performed by the registrant's principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted. (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not applicable. (g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant's principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $719,000 and $671,000, respectively, and were less than the aggregate fees billed for those same periods by the registrant's principal accountant for audit services rendered to the T. Rowe Price Funds. (h) All non-audit services rendered in (g) above were pre-approved by the registrant's audit committee. Accordingly, these services were considered by the registrant's audit committee in maintaining the principal accountant's independence. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 9. Controls and Procedures. (a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely. (b) The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 10. Exhibits. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is attached. (a)(2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. T. Rowe Price Equity Income Fund By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date February 13, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date February 13, 2004 By /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date February 13, 2004 EX-99.CERT 2 ex-99cert.txt 302 CERTIFICATIONS Item 10(a)(2). CERTIFICATIONS I, James S. Riepe, certify that: 1. I have reviewed this report on Form N-CSR of T. Rowe Price Equity Income Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 13, 2004 /s/ James S. Riepe James S. Riepe Principal Executive Officer CERTIFICATIONS I, Joseph A. Carrier, certify that: 1. I have reviewed this report on Form N-CSR of T. Rowe Price Equity Income Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 13, 2004 /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer EX-99.CODE ETH 4 ex-99_codeeth.txt CODE OF ETHICS Code of Ethics for Principal Executive and Senior Financial Officers of The Price Funds under the Sarbanes-Oxley Act of 2002 I. General Statement. This Code of Ethics (the "Price Funds S-O Code") has been designed to bring the Price Funds into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 (the "Act") rules promulgated by The Securities and Exchange Commission thereunder ("Regulations"). The Price Funds S-O Code applies solely to the Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller of, or persons performing similar functions for, a Price Fund (whether such persons are employed by a Price Fund or third party) ("Covered Officers"). The "Price Funds" shall include each mutual fund that is managed, sponsored and distributed by affiliates of T. Rowe Price Group, Inc. ("Group"). The investment managers to the Price Funds will be referred to as the "Price Fund Advisers." A list of Covered Officers is attached as Exhibit A. The Price Fund Advisers have, along with their parent, T. Rowe Price Group, Inc. ("Group") also maintained a comprehensive Code of Ethics and Conduct (the "Group Code") since 1972, which applies to all officers, directors and employees of the Price Funds, Group and its affiliates. As mandated by the Act, Group has adopted a Code (the "Group S-O Code"), similar to the Price Funds S-O Code, which applies solely to its principal executive and senior financial officers. The Group S-O Code and the Price Funds S-O Code will be referred to collectively as the "S-O Codes". The Price Funds S-O Code has been adopted by the Price Funds in accordance with the Act and Regulations thereunder and will be administered in conformity with the disclosure requirements of Item 2 of Form N-CSR. The S-O Codes are attachments to the Group Code. In many respects the S-O Codes are supplementary to the Group Code, but the Group Code is administered separately from the S-O Codes, as the S-O Codes are from each other. II. Purpose of the Price Funds S-O Code. The purpose of the Price Funds S-O Code, as mandated by the Act and the Regulations, is to establish standards that are reasonably designed to deter wrongdoing and to promote: Ethical Conduct. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Disclosure. Full, fair, accurate, timely and understandable disclosure in reports and documents that the Price Funds file with, or submit to, the SEC and in other public communications made by the Price Funds. Compliance. Compliance with applicable governmental laws, rules and regulations. Reporting of Violations. The prompt internal reporting of violations of the Price Funds S-O Code to an appropriate person or persons identified in the Price Funds S-O Code. Accountability. Accountability for adherence to the Price Funds S-O Code. III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest. Overview. Each Covered Officer owes a duty to the Price Funds to adhere to a high standard of honesty and business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his or her service to, the Price Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with a Price Fund. Certain conflicts of interest covered by the Price Funds S-O Code arise out of the relationships between Covered Officers and the Price Funds and may already be subject to provisions regulating conflicts of interest in the Investment Company Act of 1940 ("Investment Company Act"), the Investment Advisers Act of 1940 ("Investment Advisers Act") and the Group Code. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Price Fund because of their status as "affiliated persons" of a Price Fund. The compliance programs and procedures of the Price Funds and Price Fund Advisers are designed to prevent, or identify and correct, violations of these provisions. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Price Fund and its Price Fund Adviser (and its affiliates) of which the Covered Officers may also be officers or employees. As a result, the Price Funds S-O Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Price Funds or for the Price Fund Advisers, or for both), be involved in establishing policies and implementing decisions which will have different effects on these entities. The participation of the Covered Officers in such activities is inherent in the contractual relationship between each Price Fund and its respective Price Fund Adviser. Such participation is also consistent with the performance by the Covered Officers of their duties as officers of the Price Funds and, if consistent with the provisions of the Investment Company Act and the Investment Advisers Act, it will be deemed to have been handled ethically. Other conflicts of interest are covered by the Price Funds S-O Code, even if these conflicts of interest are not addressed by or subject to provisions in the Investment Company Act and the Investment Advisers Act. Whenever a Covered Officer is confronted with a conflict of interest situation where he or she is uncertain as to the appropriate action to be taken, he or she should discuss the matter with the Chairperson of Group's Ethics Committee or another member of the Committee. Handling of Specific Types of Conflicts. Each Covered Officer (and close family members) must not: Entertainment. Accept entertainment from any company with which any Price Fund or any Price Fund Adviser has current or prospective business dealings, including portfolio companies, unless such entertainment is in full compliance with the policy on entertainment as set forth in the Group Code. Gifts. Accept any gifts, except as permitted by the Group Code. Improper Personal Influence. Use his or her personal influence or personal relationships improperly to influence investment decisions, brokerage allocations or financial reporting by the Price Funds to the detriment of any one or more of the Price Funds. Taking Action at the Expense of a Price Fund. Cause a Price Fund to take action, or fail to take action, for the personal benefit of the Covered Officer rather than for the benefit of one or more of the Price Funds. Misuse of Price Funds' Transaction Information. Use knowledge of portfolio transactions made or contemplated for a Price Fund or any other clients of the Price Fund Advisers to trade personally or cause others to trade in order to take advantage of or avoid the market impact of such portfolio transactions. Outside Business Activities. Engage in any outside business activity that detracts from a Covered Officer's ability to devote appropriate time and attention to his or her responsibilities to a Price Fund. Service Providers. Excluding Group and its affiliates, have any ownership interest in, or any consulting or employment relationship with, any of the Price Funds' service providers, except that an ownership interest in public companies is permitted Receipt of Payments. Have a direct or indirect financial interest in commissions, transaction charges, spreads or other payments paid by a Price Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest (such as compensation or equity ownership) arising from the Covered Officer's employment by Group or any of its affiliates. Service as a Director or Trustee. Serve as a director, trustee or officer of any public or private company or a non-profit organization that issues securities eligible for purchase by any of the Price Funds, unless approval is obtained as required by the Group Code. IV. Covered Officers' Specific Obligations and Accountabilities. A. Disclosure Requirements and Controls. Each Covered Officer must familiarize himself or herself with the disclosure requirements (Form N-1A registration statement, proxy (Schedule 14A), shareholder reports, Forms N-SAR, N-CSR, etc.) applicable to the Price Funds and the disclosure controls and procedures of the Price Fund and the Price Fund Advisers. B. Compliance with Applicable Law. It is the responsibility of each Covered Officer to promote compliance with all laws, rules and regulations applicable to the Price Funds and the Price Fund Advisers. Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Price Funds and the Price Fund Advisers and take other appropriate steps with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Price Funds file with, or submit to, the SEC, and in other public communications made by the Price Funds. C. Fair Disclosure. Each Covered Officer must not knowingly misrepresent, or cause others to misrepresent, facts about a Price Fund to others, whether within or outside the Price organization, including to the Price Fund's directors and auditors, and to governmental regulators and self-regulatory organizations. D. Initial and Annual Affirmations. Each Covered Officer must: 1. Upon adoption of the Price Funds S-O Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing that he or she has received, read, and understands the Price Funds S-O Code. 2. Annually affirm that he or she has complied with the requirements of the Price Funds S-O Code. E. Reporting of Material Violations of the Price Funds S-O Code. If a Covered Officer becomes aware of any material violation of the Price Funds S-O Code or laws and governmental rules and regulations applicable to the operations of the Price Funds, he or she must promptly report the violation ("Report") to the Chief Legal Counsel of the Price Funds ("CLC"). Failure to report a material violation will be considered itself a violation of the Price Funds S-O Code. The CLC is identified in the attached Exhibit B. It is the Price Funds policy that no retaliation or other adverse action will be taken against any Covered Officer or other employee of a Price Fund, a Price Fund Adviser or their affiliates based upon any lawful actions of the Covered Officer or employee with respect to a Report made in good faith. F. Annual Disclosures. Each Covered Officer must report, at least annually, all affiliations or other relationships as called for in the "Annual Questionnaire for Executive Officers and/or Employee Directors/Trustees of Group and the Price Funds." V. Administration of the Price Funds S-O Code. The Ethics Committee is responsible for administering the Price Funds S-O Code and applying its provisions to specific situations in which questions are presented. A. Waivers and Interpretations. The Chairperson of the Ethics Committee has the authority to interpret the Price Funds S-O Code in any particular situation and to grant waivers where justified, subject to the approval of the Joint Audit Committee of the Price Funds. All material interpretations concerning Covered Officers will be reported to the Joint Audit Committee of the Price Funds at its next meeting. Waivers, including implicit waivers, to Covered Officers will be publicly disclosed as required in the Instructions to N-CSR. Pursuant to the definition in the Regulations, an implicit waiver means a Price Fund's failure to take action within a reasonable period of time regarding a material departure from a provision of the Price Funds S-O Code that has been made known to an "executive officer" (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of a Price Fund. An executive officer of a Price Fund includes its president and any vice-president in charge of a principal business unit, division or function. B. Violations/Investigations. The following procedures will be followed in investigating and enforcing the Price Funds S-O Code: 1. The CLC will take or cause to be taken appropriate action to investigate any potential or actual violation reported to him or her. 2. The CLC, after consultation if deemed appropriate with Outside Counsel to the Price Funds, will make a recommendation to the appropriate Price Funds Board regarding the action to be taken with regard to each material violation. Such action could include any of the following: a letter of censure or suspension, a fine, a suspension of trading privileges or termination of officership or employment. In addition, the violator may be required to surrender any profit realized (or loss avoided) from any activity that is in violation of the Price Funds S-O Code. VI. Amendments to the Price Funds S-O Code. Except as to the contents of Exhibit A and Exhibit B, the Price Funds S-O Code may not be materially amended except in written form, which is specifically approved or ratified by a majority vote of each Price Fund Board, including a majority of the independent directors on each Board. VII. Confidentiality. All reports and records prepared or maintained pursuant to the Price Funds S-O Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law, the Price Funds S-O Code or as necessary in connection with regulations under the Price Funds S-O Code, such matters shall not be disclosed to anyone other than the directors of the appropriate Price Fund Board, Outside Counsel to the Price Funds, members of the Ethics Committee and the CLC and authorized persons on his or her staff. Approved: October 2003 Exhibit A Persons Covered by the Price Funds S-O Code of Ethics James S. Riepe, Chairman and Chief Executive Officer Joseph A. Carrier, Treasurer and Chief Financial Officer Exhibit B Chief Legal Counsel to the Price Funds Henry H. Hopkins EX-99.906 5 ex-99_906cert.txt 906 CERTIFICATIONS Item 10(b). CERTIFICATION UNDER SECTION 906 OF SARBANES-OXLEY ACT OF 2002 Name of Issuer: T. Rowe Price Equity Income Fund In connection with the Report on Form N-CSR for the above named issuer, the undersigned hereby certifies, to the best of his knowledge, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer. Date: February 13, 2004 /s/ James S. Riepe James S. Riepe Principal Executive Officer Date: February 13, 2004 /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----