TRBCX Blue Chip Growth Fund PABGX Blue Chip Growth...

Proof #5

TRBCX

PABGX

RRBGX

TBCIX

Blue Chip Growth Fund

Blue Chip Growth Fund– Advisor Class

Blue Chip Growth Fund– R Class

Blue Chip Growth Fund– I Class

aNNualREPORT

December 31, 2017

T. Rowe PRICe

The fund invests in well-established large- and mid-cap stocks.

Proof #5

REPORTS ON THE WEB

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HIGHLIGHTS

• Large-capgrowthstocksproducedstronggainsin2017,overcominggeopoliticalconcernsanduncertaintyregardinglegislativechanges.

• TheBlueChipGrowthFundreturned14.41%and36.55%forthe6-and12-monthperiodsendedDecember31,2017,respectively.

• Theportfolio’sinformationtechnology,consumerdiscretionary,andhealthcareholdingsmadesolidcontributionstoabsoluteandrelativeperformance.

• Webelievethatmanyofourhigh-quality,large-capgrowthcompaniescanperformwellregardlessoftheeconomicenvironment.

T. Rowe Price Blue Chip Growth Fund

TheviewsandopinionsinthisreportwerecurrentasofDecember31,2017.They are not guarantees of performance or investment results andshouldnotbe takenas investmentadvice. Investmentdecisionsreflectavarietyof factors,and themanagers reserve the right tochange theirviews about individual stocks, sectors, and the markets at any time.As a result, the views expressed should not be relied upon as a fore-castof the fund’s future investment intent.Thereport iscertifiedunderthe Sarbanes-Oxley Act, which requiresmutual funds and other publiccompanies to affirm that, to the best of their knowledge, the informa-tionintheirfinancialreportsisfairlyandaccuratelystatedinallmaterialrespects.

http://www.troweprice.com

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Manager’s Letter

1

Fellow Shareholders

Global equity markets performed remarkably well in the last six months of the

reporting period and throughout 2017. Geopolitical events and uncertainty regarding

the enactment of tax reform and other legislative initiatives created some fluctuation

in stock values, but volatility was generally subdued. In contrast to 2016, growth

stocks outperformed value stocks and large-cap stocks outpaced small-cap stocks.

Our results in the 6- and 12-month periods outperformed the Lipper peer group,

the style-specific Russell 1000 Growth Index, and the S&P 500 Index. Several of the

fund’s largest holdings in the information technology, consumer discretionary, and

health care sectors were meaningful contributors.

PERfORmaNcE REvIEW

The Blue Chip Growth Fund returned 14.41% for the last six months and 36.55% for the year ended December 31, 2017. Our performance was substantially better for the year than the Lipper peer group of large-cap growth funds, the Russell 1000 Growth Index, and the benchmark S&P 500 Index. (Returns for the Advisor, R, and I Class shares varied slightly, reflecting their different fee structures.) As shown in the Growth of $10,000 chart on page 13, your fund has a commanding 10-year performance advantage over the S&P 500 and its Lipper peer group. Lipper ranked the Blue Chip Growth Fund in the top decile of its large-cap growth funds universe for the 1-, 3-, 5-, and 10-year periods ended December 31, 2017. (Based on cumulative total return, Lipper ranked the Blue Chip Growth Fund 36 of 638, 21 of 564, 19 of 524, and 24 of 377 funds for the 1-, 3-, 5-, and 10-year periods ended December 31, 2017, respectively. Past performance cannot guarantee future results.)

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The outlook for global economic growth appears to have improved. The U.S. economy seems to be benefiting, at least to some degree, from reduced regulation and the anticipation of tax reform, including lower corporate taxes. However, economic growth has also improved in several European economies, and China and India appear to be on sounder economic footing. The potential benefits of tax reform should not be underestimated. Taxes

have been reduced for most individual taxpayers. The reduction in the corporate tax rate from 35% to 21% and other reforms designed to incent the repatriation of cash held overseas by corporations could also have profound effects over time.

It is also worth noting that changing technologies and many other trends, including globalization, can align well with our investment strategy. Many of the stocks we own are multinationals that have created or adapted to new technologies and provide a valuable product or service more rapidly or at a lower cost to discerning customers. Several of these companies generate substantial recurring or services revenue and free cash flow. They are also often well diversified by geography or product line. These factors tend to provide greater durability to earnings and free cash flow and can mitigate risk to a degree.

Notable developing concerns include stock market valuations that are now generally above historical averages. While stock valuations remain reasonable relative to the continued favorable interest rate

We are pleased to report that your fund’s manager, Larry Puglia, was recently nominated as one of five finalists by Morningstar for Domestic Fund Manager of the Year for 2017. Mr. Puglia was previously nominated for this prestigious award in 2013.

TotalReturnPeriodsEnded12/31/17 6Months 12Months

BlueChipGrowthFund 14.41% 36.55%

BlueChipGrowthFund–AdvisorClass 14.25 36.17

BlueChipGrowthFund–RClass 14.11 35.82

BlueChipGrowthFund–IClass 14.48 36.71

S&P500Index 11.42 21.83

LipperLarge-CapGrowthFundsIndex 12.48 31.85

Russell1000GrowthIndex 14.23 30.21

Performance Comparison

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environment, it is important to understand that stocks have performed well over a protracted period. Investors are also beginning to grapple with the fact that inflation has begun to pick up and that central banks will be pursuing more restrictive monetary policies. While we continue to believe that inflation and interest rates will rise only moderately, it will take time to determine if that, in fact, is correct.

maRkET ENvIRONmENT

The U.S. economy continued to grow, with housing, auto, and retail sales evidencing a recovery that appears to be picking up steam. Real gross domestic product growth was 3.2% in the third quarter, marking the first time annualized growth has been above 3% for back-to-back quarters since 2014. Employment continued to show consistent gains, and there has been strong wage growth in certain industries. There are enough signs of economic improvement that the Federal Reserve will probably hike rates several times in 2018. Rising prices for oil and other commodities could also contribute to greater-than-forecast increases in inflation and interest rates.

In our view, the U.S. economy is on sounder footing than the economies of many other developed countries, including most European nations. Although European economic growth appears to be showing signs of improvement, Brexit introduced the possibility of a prolonged period of uncertainty. India continued to show remarkable improvement as it pursues economic reform. China is experiencing stability and, perhaps, some improvement in economic growth. Several resource-based economies, including some in the emerging markets, are experiencing moderating or inconsistent growth.

While recognizing the many challenges facing investors, including geopolitical risks and sharp political differences, we want to be clear that there are powerful positives and potential rewards in selected stocks. Solid revenue growth, improved efficiency and margins, and, ultimately, robust corporate earnings are being generated despite capital expenditures that remain subdued. As overall demand improves, corporate earnings could be quite vibrant. Many companies have free cash flow yields approaching 10%, which is very favorable relative to the 2.5% yield on 10-year Treasury notes. Also, companies are repurchasing their shares consistently, leading to a decline in the net overall amount of stock outstanding. While stocks have performed well, we want to be clear that the opportunity for continued gains is necessarily less substantial for selected stocks at current price levels.

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PORTfOLIO REvIEW

The portfolio’s second-half returns were driven by a number of strong performers in the information technology, consumer discretionary, and health care sectors. Most sectors contributed to performance. There were not many significant detractors, although the retailing area had several notable underperformers.

In the technology area, Facebook was one of our largest absolute performance contributors. It performed well as investors began to appreciate how well the company’s advertising products, video strategy, and Instagram photo-sharing are being received. Its investment in WhatsApp and Messenger also provide solid positioning in the messaging market, which is growing in popularity. While the company has struggled to deal with some concerns regarding privacy and political advertising during the election, our recent visit to the company was quite constructive. Microsoft performed well. Its Office 365 suite, corporate cloud, and Azure product offerings appear to be well positioned. In the most recent quarter, Microsoft’s commercial cloud business generated $20 billion in revenues and grew 55% over the prior year. Our large position in Alphabet (Google’s parent) also generated solid gains as the company continued to thrive in search-based advertising while its YouTube subsidiary is experiencing rapid growth in viewing and monetization. (Please refer to the portfolio of investments for a complete list of holdings and the amount each represents in the portfolio.)

Alibaba Group Holding was another large contributor in the technology area. This company is a leading provider of e-commerce services in China, with Taobao (consumer to consumer) and Tmall (business to consumer) possessing dominant share. It is also a leading provider of cloud processing, video, and financial services through an ownership stake in Ant Financial. The company has impressive capabilities in logistics and artificial intelligence. Tencent Holdings has been a holding for many years, and its leading positions in Chinese gaming, messaging, and WeChat social networking again generated solid gains in users and profits.

Several processing companies and cloud-based services providers were major contributors. Our large longtime holdings in credit card processing giants Visa and MasterCard continued to generate strong and consistent growth in revenue and profits, and both stocks performed well. Salesforce.com is a leading cloud-based software and services provider, with operations that support sales, services,

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marketing, and analytics activities for its clients. The company has been a holding for several years and continued to contribute. PayPal Holdings, a leading provider of online payment services, has partnered well with MasterCard and Visa, and its Venmo consumer-to-consumer payments solution is thriving. The company has generated strong margin improvement and stock performance. ServiceNow has

been a solid performer for your fund for several years. It is building and diversifying on its dominant position in cloud-based solutions used in the information technology operations of its clients, and the company generates prodigious free cash flow.

In the consumer discretionary area, our large position in Amazon.com was a top second-half performer. Third-party sales and Amazon Web Services (AWS), which provides cloud-processing services for other companies, possess margins above the company average. As these businesses rapidly

grow, gross margin has recovered. The company also provided greater disclosure for AWS, demonstrating that this business is far more profitable than many had expected. Amazon’s acquisition of Whole Foods sent shock waves through the retailing sector. We strive to maintain our skepticism regarding acquisitions and recognize that the integration of Whole Foods will be complex. However, Amazon is an expert at logistics, and it has acquired over 460 food stores with 63% of the U.S. population living 20 miles or less in proximity to a store. The demographic profile of the typical Whole Foods customer fits quite well with Amazon’s typical Prime customer. Over time, we would not be surprised to see Amazon grow its already meaningful food retailing

PercentofNetAssets 6/30/17 12/31/17

InformationTechnology 37.6% 42.6%

ConsumerDiscretionary 22.9 20.7

HealthCare 17.3 16.5

IndustrialsandBusinessServices 7.8 8.8

Financials 9.5 8.7

RealEstate 2.1 1.2

ConsumerStaples 2.1 0.7

Materials 0.6 0.6

Utilities 0.2 0.2

Energy 0.0 0.0

TelecommunicationServices 0.0 0.0

OtherandReserves -0.1 0.0

Total 100.0% 100.0%

Historicalweightingsreflectcurrentindustry/sectorclassifications.

Sector Diversification

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business and also drive sales of other goods and services through this new bricks-and-mortar platform. Amazon’s advertising business is gaining traction, is quite profitable, and has been additive to composite gross margins.

Priceline was a top second-half performer. This online travel services provider has strong market positions in Asia and Europe given its ownership of Agoda and Bookings.com. Vacation rentals have also emerged as a key growth driver for the company. Netflix has been a major winner as growth in international subscriptions has been quite strong. Marriott appears to be enjoying early success in its integration of Starwood Lodging, and our additions to this longtime holding have amplified the stock’s contribution. Home improvement retailing giant Home Depot produced notable performance. An ongoing housing recovery and improved merchandising and operational improvement drove strong profit growth. Yum! Brands appears to be making progress in its efforts to improve its Pizza Hut restaurants, and Taco Bell and KFC continued to perform well. Ross Stores, a leading off-price apparel retailer, and Royal Caribbean Cruises made solid contributions in this sector.

Health care has generally been a challenging area over the past several years. However, several of the top second-half performers came from this area. UnitedHealth Group continued to grow consistently, and its Optum data services business now constitutes approximately 50% of the company’s profits. This business is less subject to reimbursement risk and has grown rapidly over time. Intuitive Surgical is a leading provider of robotic systems and consumables used in many general surgical applications. The company’s new single port and da Vinci Xi surgical system offerings should drive solid growth in the next few years, and the company just announced favorable results and guided procedure growth well above expectations. Stryker, a leading provider of hip and knee replacements and other health care devices, appears to be well positioned with its Mako product to participate in the rapid growth of robotic replacement of various joints. Our longtime holding Becton, Dickinson & Company was also rewarded after investors approved its acquisition of C. R. Bard, which was a small fund holding. Our already substantial position in Becton Dickinson has been increased as the combined company should continue to be well positioned to drive earnings and dividend growth.

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There were several notable contributors in other sectors. Boeing, which has been a large holding and outstanding performer, just announced strong deliveries and orders of new aircraft for 2018. Our analyst deserves special credit for recognizing that the company would generate free cash flow well ahead of expectations. Morgan Stanley continued to drive margin improvement in its wealth management business, and this holding made a solid performance contribution. TD Ameritrade Holding, another financial services company, generated solid gains. Its integration of Scottrade should be accretive to earnings, and the company should also significantly benefit from tax reform. Our patience with American Airlines also began to be rewarded as the company showed improving PRASM (passenger revenue per average seat mile) and stock performance.

Fortunately, there were not a significant number of major detractors in the second half of 2017. Equifax, a leading credit-reporting agency, suffered a major cybersecurity data breach involving the financial records of over 145 million people. We were quite concerned about the reputational, legal, and financial risk related to this breach. We trimmed, and subsequently eliminated, our modest position as the stock experienced some recovery. Drug retailer Walgreens Boots Alliance experienced disappointing financial results, including lower margins in its front-end sales. Drugstores such as Walgreens price their products in the front end at a substantial premium to discounters such as Wal-Mart, and pharmacy sales could also be hurt by increased competition. Auto parts retailers AutoZone and O’Reilly Automotive generated inconsistent financial results. Selected retailers were quite volatile because of several concerns, including the perceived competitive threat of Amazon and other online retailers, the entry of several well-managed traditional European retailers into the U.S. market, and deflation in drug and food pricing. Private-label products are being emphasized by many preeminent retailers, and this is contributing to competitive intensity and price deflation. Consequently, we eliminated each of these holdings, after making meaningful sales in prior periods, with the exception of O’Reilly, where we maintained a small position. We would acknowledge that many retailing stocks have rebounded and some of our sales were poorly timed.

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STRaTEGy

Additions to existing holdings such as Microsoft, Boeing, Apple, Alibaba, Global Payments, Vertex Pharmaceuticals, Intuit, Becton Dickinson, and Alexion Pharmaceuticals were significant enough to be included in the 10 largest purchases for the past six months. The only new position large enough to be included in the top 10 purchases (see Major Portfolio Changes table on page 12) was Anthem, a leading managed care company. Anthem operates the Blue Cross and Blue Shield plans that constitute major health care insurers in many states. We have also been intrigued by IngenioRx a new partnership formed with CVS to provide pharmaceutical benefit management (PBM) services to consumers. This effort follows the dissolution of a PBM agreement that Anthem had maintained with Express Scripts, and the new arrangement is projected to be quite additive to earnings and free cash flow.

Only one of our eliminations was large enough to be included in the top 10 sales for the first half of 2017. As noted previously, we eliminated Walgreens Boots Alliance due to inconsistent sales and margin improvement in its front-end business. We are also concerned about competition from Amazon and other existing and potential competitors.

OuTLOOk

The broad market performed well in 2017, and large-cap growth stocks outperformed. Consequently, there is probably less opportunity in the market for continued strong gains. However, we expect corporate earnings to be solid and that the passage of tax reform will result in strong positive earnings revisions for selected companies. While stronger economic growth and higher oil and commodity prices could result in higher inflation and interest rates, we don’t believe that gradually rising rates will be so onerous as to preclude stocks from performing well. Consequently, we are constructive, and we believe that the market could continue to perform reasonably well. However, we would reemphasize that valuations have risen and are somewhat above their long-term historical average, and this could curb gains in 2018.

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We continue to strive to enhance returns by investing in quality companies with durable, sustainable earnings and cash flow growth. We appreciate your continued confidence in this endeavor.

Respectfully submitted,

Larry J. PugliaPresident and chairman of the Investment Advisory Committee

January 16, 2018

The committee chairman has day-to-day responsibility for managing the portfolio and works with committee members in developing and executing the fund’s investment program.

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Risks of Stock Investing

Thefund’ssharepricecanfallbecauseofweaknessinthestockmarkets,aparticularindustry,orspecificholdings.Stockmarketscandeclineformanyreasons,includingadversepoliticaloreconomicdevelopments,changesininvestorpsychology,orheavyinstitutionalselling.Theprospectsforanindustryorcompanymaydeterioratebecauseofavarietyoffactors,includingdisappointingearningsorchangesinthecompetitiveenvironment.Inaddition,theinvestmentmanager’sassessmentofcompaniesheldinafundmayproveincorrect,resultinginlossesorpoorperformanceeveninrisingmarkets.Growthstockscanbevolatilebecausethesecompaniesusuallyinvestahighportionofearningsintheirbusinesses,andearningsdisappointmentsoftenleadtosharplyfallingprices.Thevalueapproachcarriestheriskthatasecurity’sintrinsicvaluemaynotberecognizedforalongtimeorthatthestockmayactuallybeappropriatelypriced.

Glossary

free cash flow: Theexcesscashacompanyisgeneratingfromitsoperationsthatcanbetakenoutofthebusinessforthebenefitofshareholders,suchasdividends,sharerepurchases,investments,andacquisitions.

Lipper indexes: Fundbenchmarksthatconsistofasmallnumber(10to30)ofthelargestmutualfundsinaparticularcategoryastrackedbyLipperInc.

Price/book ratio:Avaluationmeasurethatcomparesastock’smarketpricewithitsbookvalue,i.e.,thecompany’snetworthdividedbythenumberofoutstandingshares.

Russell 1000 Growth Index:Marketcapitalization-weightedindexofthosefirmsintheRussell1000withhigherprice-to-bookratiosandhigherforecastgrowthvalues.

Russell 1000 Index:Amarketcapitalization-weightedindexthattrackstheperformanceofthe1,000largestU.S.companies.

S&P 500 Index:Anunmanagedindexthattracksthestocksof500primarilylarge-capU.S.companies.

Note:RussellInvestmentGroupisthesourceandownerofthetrademarks,servicemarks,andcopyrightsrelatedtotheRussellindexes.Russell®isatrademarkofRussellInvestmentGroup.

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TWENTy-fIvE LaRGEST HOLDINGS

Percentof NetAssets 12/31/17

Amazon.com 8.9%Alphabet 6.3Facebook 5.3Microsoft 4.5AlibabaGroupHolding 3.7

Priceline 3.6Visa 3.2Boeing 2.9UnitedHealthGroup 2.8MasterCard 2.6

TencentHoldings 2.4MorganStanley 2.3Apple 2.2Salesforce.com 1.8AmericanAirlines 1.6

VertexPharmaceuticals 1.6Becton,Dickinson&Company 1.5TDAmeritradeHolding 1.5Stryker 1.5ServiceNow 1.5

IntuitiveSurgical 1.4PayPalHoldings 1.3Danaher 1.2Marriott 1.2Cigna 1.1

Total 67.9%

Note:Theinformationshowndoesnotreflectanyexchange-tradedfunds(ETFs),cashreserves,orcollateralforsecuritieslendingthatmaybeheldintheportfolio.

Portfolio Highlights

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maJOR PORTfOLIO cHaNGESListedindescendingorderofsize.

SixMonthsEnded12/31/17

Largest Purchases Largest Sales

MicrosoftBoeingAppleAnthem*AlibabaGroupHoldingGlobalPaymentsVertexPharmaceuticalsIntuitBecton,Dickinson&CompanyAlexionPharmaceuticals

AmericanTowerPhilipMorrisInternationalAllerganWalgreensBootsAlliance**CelgeneStarbucksO’ReillyAutomotiveAlphabetFirstRepublicBankMGMResortsInternational

*Positionadded.**Positioneliminated.

Portfolio Highlights

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Performance and Expenses

S&P 500 Index $22,603

Blue Chip Growth Fund $27,139

As of 12/31/17

12/07 12/1312/1212/1112/1012/0912/08 12/1712/14

B L U E C H I P G R O W T H F U N D

Lipper Large-Cap Growth Funds Index $22,000

10,000

15,000

20,000

25,000

30,000

$35,000

Note: Performance for the Advisor, R, and I Classes will vary due to their differing fee structures. See returns table below.

12/15 12/16

Growth of $10,000

Thischartshowsthevalueofahypothetical$10,000investmentinthefundoverthepast10fiscalyearperiodsorsinceinception(forfundslacking10-yearrecords).Theresultiscomparedwithbenchmarks,whichmayincludeabroad-basedmarketindexandapeergroupaverageorindex.Marketindexesdonotincludeexpenses,whicharedeductedfromfundreturnsaswellasmutualfundaveragesandindexes.

Since InceptionPeriodsEnded12/31/17 1Year 5Years 10Years Inception Date

BlueChipGrowthFund 36.55% 18.85% 10.50%

BlueChipGrowthFund–AdvisorClass 36.17 18.53 10.23

BlueChipGrowthFund–RClass 35.82 18.23 9.96

BlueChipGrowthFund–IClass 36.71 – – 17.20% 12/17/15

Current performance may be higher or lower than the quoted past performance, which cannot guarantee future results. Share price, principal value, and return will vary, and you may have a gain or loss when you sell your shares. For the most recent month-end performance, please visit our website (troweprice.com) or contact a T. Rowe Price representative at 1-800-225-5132 or, for Advisor, R, and I Class shares, 1-800-638-8790.

Thistableshowshowthefundwouldhaveperformedeachyearifitsactual(orcumulative)returnshadbeenearnedataconstantrate.Averageannualtotalreturnfiguresincludechangesinprincipalvalue,reinvesteddividends,andcapitalgaindistributions.Returnsdonotreflecttaxesthattheshareholdermaypayonfunddistributionsortheredemptionoffundshares.Whenassessingperformance,investorsshouldconsiderbothshort-andlong-termreturns.

Average Annual Compound Total Return

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BlueChipGrowthFund 0.72%

BlueChipGrowthFund–AdvisorClass 0.98

BlueChipGrowthFund–RClass 1.25

BlueChipGrowthFund–IClass 0.58

Theexpenseratioshownisasofthefund’sfiscalyearended12/31/16.Thisnumbermayvaryfromtheexpenseratioshownelsewhereinthisreportbecauseitisbasedonadifferenttimeperiodand,ifapplicable,includesacquiredfundfeesandexpensesbutdoesnotincludefeeorexpensewaivers.

Expense Ratio

Fund Expense Example

Asamutualfundshareholder,youmayincurtwotypesofcosts:(1)transactioncosts,suchasredemptionfeesorsalesloads,and(2)ongoingcosts,includingmanagementfees,distributionandservice(12b-1)fees,andotherfundexpenses.Thefollowingexampleisintendedtohelpyouunderstandyourongoingcosts(indollars)ofinvestinginthefundandtocomparethesecostswiththeongoingcostsofinvestinginothermutualfunds.Theexampleisbasedonaninvestmentof$1,000investedatthebeginningofthemostrecentsix-monthperiodandheldfortheentireperiod.

Pleasenotethatthefundhasfourshareclasses:Theoriginalshareclass(InvestorClass)chargesnodistributionandservice(12b-1)fee,AdvisorClasssharesareofferedonlythroughunaffiliatedbrokersandotherfinancialintermediariesandchargea0.25%12b-1fee,RClasssharesareavailabletoretirementplansservicedbyintermediariesandchargea0.50%12b-1fee,andIClasssharesareavailabletoinstitutionallyorientedclientsandimposeno12b-1oradministrativefeepayment.Eachshareclassispresentedseparatelyinthetable.

actual ExpensesThefirstlineofthefollowingtable(Actual)providesinformationaboutactualaccountvaluesandexpensesbasedonthefund’sactualreturns.Youmayusetheinformationonthisline,togetherwithyouraccountbalance,toestimatetheexpensesthatyoupaidovertheperiod.Simplydivideyouraccountvalueby$1,000(forexample,an$8,600accountvaluedividedby$1,000=8.6),thenmultiplytheresultbythenumberonthefirstlineundertheheading“ExpensesPaidDuringPeriod”toestimatetheexpensesyoupaidonyouraccountduringthisperiod.

Hypothetical Example for comparison PurposesTheinformationonthesecondlineofthetable(Hypothetical)isbasedonhypotheticalaccountvaluesandexpensesderivedfromthefund’sactualexpenseratioandanassumed5%peryearrateofreturnbeforeexpenses(notthefund’sactualreturn).Youmaycomparetheongoingcostsofinvestinginthefundwithotherfundsbycontrastingthis5%hypotheticalexampleandthe5%hypotheticalexamplesthatappearintheshareholderreportsoftheotherfunds.Thehypotheticalaccountvaluesandexpensesmaynotbeusedtoestimatetheactualendingaccountbalanceorexpensesyoupaidfortheperiod.

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Fund Expense Example (continued)

Note:T.RowePricechargesanannualaccountservicefeeof$20,generallyforaccountswithlessthan$10,000.ThefeeiswaivedforanyinvestorwhoseT.RowePricemutualfundaccountstotal$50,000ormore;accountselectingtoreceiveelectronicdeliveryofaccountstatements,transactionconfirmations,prospectuses,andshareholderreports;oraccountsofaninvestorwhoisaT.RowePricePersonalServicesorEnhancedPersonalServicesclient(enrollmentintheseprogramsgenerallyrequiresT.RowePriceassetsofatleast$250,000).Thisfeeisnotincludedintheaccompanyingtable.Ifyouaresubjecttothefee,keepitinmindwhenyouareestimatingtheongoingexpensesofinvestinginthefundandwhencomparingtheexpensesofthisfundwithotherfunds.

Youshouldalsobeawarethattheexpensesshowninthetablehighlightonlyyourongoingcostsanddonotreflectanytransactioncosts,suchasredemptionfeesorsalesloads.Therefore,thesecondlineofthetableisusefulincomparingongoingcostsonlyandwillnothelpyoudeterminetherelativetotalcostsofowningdifferentfunds.Totheextentafundchargestransactioncosts,however,thetotalcostofowningthatfundishigher.

Beginning Ending ExpensesPaid AccountValue AccountValue DuringPeriod* 7/1/17 12/31/17 7/1/17to12/31/17

Investor classActual $1,000.00 $1,144.10 $3.73

Hypothetical(assumes5%returnbeforeexpenses) 1,000.00 1,021.73 3.52

advisor classActual 1,000.00 1,142.50 5.24


R classActual 1,000.00 1,141.10 6.64


Blue Chip Growth Fund

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Beginning Ending ExpensesPaid AccountValue AccountValue DuringPeriod* 7/1/17 12/31/17 7/1/17to12/31/17

I classActual $1,000.00 $1,144.80 $3.08


*Expensesareequaltothefund’sannualizedexpenseratioforthe6-monthperiod,multipliedbytheaverageaccountvalueovertheperiod,multipliedbythenumberofdaysinthemostrecentfiscalhalfyear(184),anddividedbythedaysintheyear(365)toreflectthehalf-yearperiod.TheannualizedexpenseratiooftheInvestorClasswas0.69%,theAdvisorClasswas0.97%,theRClasswas1.23%,andtheIClasswas0.57%.

Blue Chip Growth Fund (continued)

Fund Expense Example (continued)

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Financial Highlights For a share outstanding throughout each period

The accompanying notes are an integral part of these financial statements.

Investor Class

Year Ended

12/31/17

12/31/16

12/31/15

12/31/14

12/31/13

NET ASSET VALUE

Beginning of period

$ 72.61

$ 72.38

$ 67.27

$ 64.60

$ 45.63

Investment activities

Net investment income (loss) (1)

0.08

0.08

0.01

(0.02)

0.02

Net realized and unrealized gain / loss

26.45

0.64

7.46

5.95

18.95

Total from investment activities

26.53

0.72

7.47

5.93

18.97

Distributions

Net investment income

(0.06)

(0.05)

–

–(2)

–

Net realized gain

(2.77)

(0.44)

(2.36)

(3.26)

–

Total distributions

(2.83)

(0.49)

(2.36)

(3.26)

–

NET ASSET VALUE

End of period $ 96.31 $ 72.61 $ 72.38 $ 67.27 $ 64.60

Ratios/Supplemental Data

Total return (3) 36.55% 0.98% 11.15% 9.28% 41.57%

Ratio of total expenses to average net assets

0.70%

0.72%

0.71%

0.72%

0.74%

Ratio of net investment income (loss) to average net assets

0.09%

0.11%

0.01%

(0.02)%

0.03%

Portfolio turnover rate

34.5%

32.4%

33.1%

32.5%

35.0%

Net assets, end of period (in millions)

$ 33,347

$ 25,640

$ 27,812

$ 23,276 $ 20,230

(1) Per share amounts calculated using average shares outstanding method. (2) The amounts round to less than $0.01 per share. (3) Total return reflects the rate that an investor would have earned on an investment in the fund

during each period, assuming reinvestment of all distributions.

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Advisor Class

Year Ended

12/31/17

12/31/16

12/31/15

12/31/14

12/31/13

NET ASSET VALUE

Beginning of period

$ 71.69

$ 71.61

$ 66.75

$ 64.29

$ 45.53


Net investment loss(1)

(0.15)

(0.10)

(0.18)

(0.19)

(0.12)


26.07

0.62

7.40

5.91

18.88


25.92

0.52

7.22

5.72

18.76

Distributions

Net realized gain

(2.59)

(0.44)

(2.36)

(3.26)

–

NET ASSET VALUE

End of period $ 95.02 $ 71.69 $ 71.61 $ 66.75 $ 64.29

Ratios/Supplemental Data Total return(2) 36.17% 0.72% 10.86% 8.99% 41.20%


0.97%

0.98%

0.99%

0.98%

1.00%

Ratio of net investment loss to average net assets

(0.18)%

(0.15)%

(0.26)%

(0.28)%

(0.22)%


34.5%

32.4%

33.1%

32.5%

35.0%


$ 3,648

$ 2,894

$ 2,936

$ 2,657

$ 2,270

(1) Per share amounts calculated using average shares outstanding method. (2) Total return reflects the rate that an investor would have earned on an investment in the fund


Proof #5

19




R Class

Year Ended

12/31/17

12/31/16

12/31/15

12/31/14

12/31/13

NET ASSET VALUE

Beginning of period

$ 69.23

$ 69.35

$ 64.88

$ 62.74

$ 44.54


Net investment loss(1)

(0.36)

(0.28)

(0.36)

(0.35)

(0.25)


25.15

0.60

7.19

5.75

18.45


24.79

0.32

6.83

5.40

18.20

Distributions

Net realized gain

(2.39)

(0.44)

(2.36)

(3.26)

–

NET ASSET VALUE

End of period $ 91.63 $ 69.23 $ 69.35 $ 64.88 $ 62.74

Ratios/Supplemental Data Total return(2) 35.82% 0.45% 10.57% 8.70% 40.86%


1.23%

1.25%

1.24%

1.25%

1.25%

Ratio of net investment loss to average net assets

(0.44)%

(0.41)%

(0.51)%

(0.55)%

(0.48)%


34.5%

32.4%

33.1%

32.5%

35.0%

Net assets, end of period

(in thousands)

$ 750,239

$ 577,521

$ 530,979

$ 438,675

$ 336,429

(1) Per share amounts calculated using average shares outstanding method. (2) Total return reflects the rate that an investor would have earned on an investment in the fund


Proof #5

20




I Class

Year Ended

12/31/17

12/31/16

12/17/15(1)

Through 12/31/15

NET ASSET VALUE

Beginning of period

$ 72.62

$ 72.38

$ 72.41


Net investment income(2)

0.19

0.22

–(3)(4)

Net realized and unrealized gain / loss 26.46

0.61

(0.03)

Total from investment activities 26.65

0.83

(0.03)

Distributions

Net investment income

(0.17)

(0.15)

–

Net realized gain

(2.77)

(0.44)

–

Total distributions

(2.94)

(0.59)

–

NET ASSET VALUE

End of period $ 96.33 $ 72.62 $ 72.38

Ratios/Supplemental Data Total return(5) 36.71% 1.13% (0.04)% (3)


0.57%

0.58%

0.62%(3)(6)

Ratio of net investment income to average net assets

0.22%

0.31%

0.88%(3)(6)


34.5%

32.4%

33.1%


$ 8,058

$ 3,669

$ 11

(1) Inception date (2) Per share amounts calculated using average shares outstanding method. (3) See Note 5. Excludes expenses in excess of a 0.05% contractual operating expense limitation in

effect through 4/30/18. (4) Amount rounds to less than $0.01 per share. (5) 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. Total return is not annualized for periods less than one year.

(6) Annualized

Proof #5

T. Rowe Price Blue Chip Growth Fund December 31, 2017

Portfolio of Investments ‡ Shares $ Value

(Cost and value in $000s)

21

First Page Footer

COMMON STOCKS 100.0%

CONSUMER DISCRETIONARY 20.7%

Auto Components 0.2%

Aptiv (1) 866,200 73,480

73,480

Automobiles 0.9%

Ferrari (1) 1,158,800 121,489

Tesla (1)(2) 877,953 273,351

394,840

Hotels, Restaurants & Leisure 3.5%

Hilton Worldwide Holdings (1) 1,891,335 151,042

Marriott, Class A (1) 3,900,700 529,442

McDonald's 1,348,900 232,173

MGM Resorts International (1) 84,000 2,805

Norwegian Cruise Line Holdings (1)(2) 665,800 35,454

Royal Caribbean Cruises (1) 2,032,200 242,401

Starbucks 117,900 6,771

Yum! Brands 5,131,100 418,749

1,618,837

Internet & Direct Marketing Retail 13.6%

Amazon.com (2) 3,474,400 4,063,207

Ctrip.com International, ADR (1)(2) 2,375,840 104,775

Netflix (1)(2) 2,232,900 428,627

Priceline (2) 944,400 1,641,122

6,237,731

Multiline Retail 0.5%

Dollar General (1) 2,629,100 244,533

244,533

Specialty Retail 2.0%

Home Depot (1) 2,447,000 463,780

Lowe's 307,400 28,570

Proof #5


Shares $ Value


22

O'Reilly Automotive (1)(2) 20,400 4,907

Ross Stores 4,628,486 371,436

TJX 182,000 13,916

Ulta Beauty (1)(2) 61,000 13,643

896,252

Textiles, Apparel & Luxury Goods 0.0%

Tapestry 232,600 10,288

10,288

Total Consumer Discretionary 9,475,961

CONSUMER STAPLES 0.6%

Beverages 0.3%

Constellation Brands, Class A (1) 411,100 93,965

Monster Beverage (1)(2) 527,400 33,379

127,344

Food & Staples Retailing 0.0%

Costco Wholesale (1) 30,600 5,695

5,695

Tobacco 0.3%

Philip Morris International (1) 1,587,000 167,667

167,667

Total Consumer Staples 300,706

FINANCIALS 8.7%

Banks 0.9%

Citigroup 644,300 47,942

First Republic Bank 50,423 4,369

JPMorgan Chase (1) 3,149,200 336,775

389,086

Proof #5


Shares $ Value


23

Capital Markets 6.6%

Ameriprise Financial 500,000 84,735

Bank of New York Mellon (1) 665,300 35,833

Charles Schwab (1) 3,532,100 181,444

Intercontinental Exchange 6,689,400 472,004

Morgan Stanley (1) 19,998,600 1,049,327

S&P Global (1) 852,100 144,346

State Street 3,960,000 386,536

TD Ameritrade Holding (1) 13,472,498 688,849

3,043,074

Consumer Finance 0.0%

American Express (1) 44,600 4,429

4,429

Insurance 1.2%

Chubb (1) 258,800 37,818

Marsh & McLennan (1) 956,300 77,833

Progressive (1) 1,439,900 81,095

Willis Towers Watson (1) 2,223,700 335,089

531,835

Total Financials 3,968,424

HEALTH CARE 16.5%

Biotechnology 3.7%

Alexion Pharmaceuticals (1)(2) 3,914,850 468,177

Biogen (2) 1,134,900 361,545

Celgene (1)(2) 984,900 102,784

Incyte (1)(2) 390,000 36,937

Regeneron Pharmaceuticals (1)(2) 26,200 9,850

Shire, ADR (1) 30,868 4,788

Proof #5


Shares $ Value


24

Vertex Pharmaceuticals (2) 4,762,400 713,693

1,697,774

Health Care Equipment & Supplies 5.6%

Becton, Dickinson & Company (1) 3,302,917 707,022

Danaher 5,754,600 534,142

Intuitive Surgical (2) 1,700,319 620,514

Stryker 4,414,400 683,526

2,545,204

Health Care Providers & Services 6.0%

Aetna 2,311,428 416,958

Anthem 1,186,000 266,862

Cigna 2,592,900 526,592

Humana (1) 1,147,300 284,611

UnitedHealth Group 5,793,600 1,277,257

2,772,280

Life Sciences Tools & Services 1.1%

Agilent Technologies (1) 296,400 19,850

Illumina (2) 69,829 15,257

Thermo Fisher Scientific 2,494,507 473,657

508,764

Pharmaceuticals 0.1%

Allergan 17,334 2,835

Merck 85,500 4,811

Zoetis 587,100 42,295

49,941

Total Health Care 7,573,963

INDUSTRIALS & BUSINESS SERVICES 8.9%

Aerospace & Defense 3.4%

Boeing (1) 4,500,900 1,327,360

Proof #5


Shares $ Value


25

Harris 701,000 99,297

Northrop Grumman 370,500 113,710

Raytheon (1) 26,900 5,053

Textron 77,400 4,380

1,549,800

Air Freight & Logistics 0.0%

FedEx (1) 46,540 11,614

11,614

Airlines 2.6%

Alaska Air Group (1) 3,199,100 235,166

American Airlines (1) 14,306,319 744,358

Delta Air Lines 2,838,500 158,956

United Continental (1)(2) 474,400 31,975

1,170,455

Commercial Services & Supplies 0.2%

Cintas (1) 507,300 79,053

79,053

Industrial Conglomerates 1.4%

Honeywell International 2,349,800 360,365

Roper Technologies (1) 1,033,000 267,547

627,912

Machinery 1.0%

Fortive 3,920,450 283,645

Stanley Black & Decker 1,017,900 172,727

456,372

Professional Services 0.0%

IHS Markit (1)(2) 134,206 6,059

6,059

Proof #5


Shares $ Value


26

Road & Rail 0.3%

Canadian Pacific Railway 535,700 97,905

CSX 822,900 45,268

Union Pacific (1) 95,100 12,753

155,926

Total Industrials & Business Services 4,057,191

INFORMATION TECHNOLOGY 42.6%

Internet Software & Services 17.7%

Alibaba Group Holding, ADR (1)(2) 9,829,380 1,694,880

Alphabet, Class A (2) 828,768 873,024

Alphabet, Class C (1)(2) 1,912,032 2,000,750

CoStar Group (2) 124,000 36,822

Facebook, Class A (2) 13,677,000 2,413,443

Tencent Holdings (HKD) 21,407,800 1,108,024

8,126,943

IT Services 9.9%

Fidelity National Information 2,273,000 213,866

Fiserv (1)(2) 2,938,600 385,339

FleetCor Technologies (2) 841,400 161,911

Global Payments (1) 3,309,400 331,734

MasterCard, Class A 7,983,400 1,208,367

PayPal Holdings (1)(2) 8,376,200 616,656

Vantiv, Class A (1)(2) 1,436,700 105,669

Visa, Class A (1) 13,050,900 1,488,064

4,511,606

Semiconductors & Semiconductor Equipment 1.8%

Analog Devices (1) 28,400 2,528

ASML Holding (1) 250,600 43,559

Broadcom 1,734,700 445,644

Lam Research (1) 136,300 25,089

Proof #5


Shares $ Value


27

Microchip Technology (1) 1,479,900 130,054

Texas Instruments (1) 1,334,000 139,323

Xilinx (1) 235,657 15,888

802,085

Software 11.0%

Activision Blizzard (1) 1,435,200 90,877

Electronic Arts (1)(2) 2,184,900 229,546

Intuit 2,948,290 465,181

Microsoft 24,190,300 2,069,238

Red Hat (2) 2,768,734 332,525

Salesforce.com (2) 7,858,215 803,345

ServiceNow (1)(2) 5,181,900 675,668

Symantec (1) 2,505,500 70,304

VMware, Class A (1)(2) 729,000 91,358

Workday (1)(2) 2,214,600 225,313

5,053,355

Technology Hardware, Storage & Peripherals 2.2%

Apple 5,925,700 1,002,806

1,002,806

Total Information Technology 19,496,795

MATERIALS 0.6%

Chemicals 0.6%

DowDuPont 537,618 38,289

Sherwin-Williams 600,750 246,332

284,621

Proof #5


Shares $ Value


28

Containers & Packaging 0.0%

Ball (1) 202,300 7,657

7,657

Total Materials 292,278

REAL ESTATE 1.2%

Equity Real Estate Investment Trusts 1.2%

American Tower, REIT 2,712,400 386,978

Equinix, REIT (1) 299,444 135,714

SBA Communications, REIT (1)(2) 148,800 24,308

Total Real Estate 547,000

UTILITIES 0.2%

Electric Utilities 0.1%

NextEra Energy 348,500 54,432

54,432

Multi-Utilities 0.1%

Sempra Energy (1) 342,000 36,567

36,567

Total Utilities 90,999

Total Common Stocks (Cost $24,041,117) 45,803,317

SHORT-TERM INVESTMENTS 0.2%

Money Market Funds 0.2%

T. Rowe Price Government Reserve Fund, 1.24% (3)(4) 105,531,756 105,532

Total Short-Term Investments (Cost $105,532) 105,532

Proof #5


Shares $ Value


29

SECURITIES LENDING COLLATERAL 3.0%

Investments in a Pooled Account through Securities Lending Program with State Street Bank and Trust Company 3.0%

Short-Term Funds 3.0%

T. Rowe Price Short-Term Fund, 1.49% (3)(4) 135,083,997 1,350,840

Total Investments through Securities Lending Program with State Street Bank and Trust Company 1,350,840

Total Securities Lending Collateral (Cost $1,350,840) 1,350,840

Total Investments in Securities

103.2% of Net Assets (Cost $25,497,489) $ 47,259,689

‡ Shares are denominated in U.S. dollars unless otherwise noted. (1)

All or a portion of this security is on loan at December 31, 2017 -- total value of such securities at period-end amounts to $1,358,168. See Note 3.

(2) Non-income producing (3) Seven-day yield (4) Affiliated Company

ADR American Depositary Receipts HKD Hong Kong Dollar REIT

A domestic Real Estate Investment Trust whose distributions pass-through with original tax character to the shareholder

Proof #5


30


Affiliated Companies

($000s)

The fund may invest in certain securities that are considered affiliated companies. As defined by the 1940 Act, an affiliated company is one in which the fund owns 5% or more of the outstanding voting securities, or a company that is under common ownership or control. The following securities were considered affiliated companies for all or some portion of the year ended December 31, 2017. Net realized gain (loss), investment income, change in net unrealized gain/loss, and purchase and sales cost reflect all activity for the period then ended.

Affiliate

Net Realized Gain(Loss)

Change in NetUnrealizedGain/Loss

InvestmentIncome

T. Rowe Price Government Reserve Fund $ — $ — $ 610 T. Rowe Price Short-Term Fund — — —++ Totals $ —# $ — $ 610+ Supplementary Investment Schedule Affiliate

Value12/31/16

PurchaseCost

SalesCost

Value12/31/17

T. Rowe Price Government Reserve Fund $ 40,957 ¤ ¤ $ 105,532 T. Rowe Price Short-Term Fund 475,849 ¤ ¤ 1,350,840 $ 1,456,372^

# Capital gain/loss distributions from mutual funds represented $0 of the net realized gain

(loss). ++ Excludes earnings on securities lending collateral, which are subject to rebates and fees as

described in Note 3. + Investment income comprised $610 of dividend income and $0 of interest income. ¤ Purchase and sale information not shown for cash management funds. ^ The cost basis of investments in affiliated companies was $1,456,372.

Proof #5

31


($000s, except shares and per share amounts)

Statement of Assets and Liabilities

Assets

Investments in securities, at value (cost $25,497,489) $ 47,259,689

Receivable for shares sold 147,259

Receivable for investment securities sold 48,741

Dividends receivable 12,435

Other assets 39,242

Total assets 47,507,366

Liabilities

Obligation to return securities lending collateral 1,389,477

Payable for shares redeemed 209,420

Payable for investment securities purchased 78,592

Investment management fees payable 21,616

Due to affiliates 1,113

Payable to directors 31

Other liabilities 4,350

Total liabilities 1,704,599

NET ASSETS $ 45,802,767

Net Assets Consist of:

Undistributed net investment income $ 284

Accumulated undistributed net realized gain 125,493

Net unrealized gain 21,762,200

Paid-in capital applicable to 476,483,711 shares of $0.0001 par value capital stock outstanding; 1,000,000,000 shares authorized 23,914,790

NET ASSETS $ 45,802,767

Proof #5

32



Statement of Assets and Liabilities

NET ASSET VALUE PER SHARE

Investor Class ($33,347,227,229 / 346,259,578 shares outstanding) $ 96.31

Advisor Class ($3,647,768,003 / 38,389,485 shares outstanding) $ 95.02

R Class ($750,239,222 / 8,187,883 shares outstanding) $ 91.63

I Class ($8,057,532,594 / 83,646,765 shares outstanding) $ 96.33

Proof #5


($000s)

Statement of Operations

33

Year Ended

12/31/17Investment Income (Loss)

Income Dividend $ 313,369 Securities lending 1,559 Interest 1

Total income 314,929

Expenses Investment management 222,720 Shareholder servicing

Investor Class $ 38,646 Advisor Class 4,962 R Class 1,094 I Class 65 44,767

Rule 12b-1 fees Advisor Class 8,304 R Class 3,378 11,682

Prospectus and shareholder reports Investor Class 866 Advisor Class 67 R Class 13 I Class 343 1,289

Custody and accounting 843 Registration 767 Legal and audit 49 Directors 121 Miscellaneous 443

Total expenses 282,681

Net investment income 32,248

Proof #5


($000s)

Statement of Operations

34


Year Ended

12/31/17Realized and Unrealized Gain / Loss

Net realized gain (loss) Securities 2,291,885 Foreign currency transactions 22

Net realized gain 2,291,907

Change in net unrealized gain / loss

Securities 9,686,099 Other assets and liabilities denominated in foreign currencies (3)

Change in net unrealized gain / loss 9,686,096

Net realized and unrealized gain / loss 11,978,003

INCREASE IN NET ASSETS FROM OPERATIONS $ 12,010,251

Proof #5


($000s)

35

Statement of Changes in Net Assets

Year Ended

12/31/17 12/31/16Increase (Decrease) in Net Assets

Operations Net investment income $ 32,248 $ 28,984 Net realized gain 2,291,907 482,387 Change in net unrealized gain / loss 9,686,096 (90,680) Increase in net assets from operations 12,010,251 420,691

Distributions to shareholders

Net investment income Investor Class (20,258) (17,686) I Class (13,460) (7,207)

Net realized gain Investor Class (935,325) (155,357) Advisor Class (96,052) (17,887) R Class (19,144) (3,716) I Class (219,309) (21,139)

Decrease in net assets from distributions (1,303,548) (222,992)

Capital share transactions*

Shares sold Investor Class 6,647,260 6,432,831 Advisor Class 881,998 964,052 R Class 192,153 201,442 I Class 4,386,129 4,057,858

Distributions reinvested Investor Class 906,540 160,829 Advisor Class 94,737 17,669 R Class 19,135 3,716 I Class 208,516 26,629

Shares redeemed Investor Class (7,952,101) (8,838,735) Advisor Class (1,130,090) (1,026,240) R Class (220,714) (161,165) I Class (1,717,614) (546,521)

Increase in net assets from capital share transactions 2,315,949 1,292,365

Proof #5


($000s)

36


Statement of Changes in Net Assets

Year Ended

12/31/17 12/31/16Net Assets

Increase during period 13,022,652 1,490,064 Beginning of period 32,780,115 31,290,051

End of period $ 45,802,767 $ 32,780,115

Undistributed net investment income 284 1,754

*Share information

Shares sold Investor Class 75,621 93,241 Advisor Class 10,155 13,986 R Class 2,320 3,043 I Class 50,416 57,696

Distributions reinvested Investor Class 9,443 2,183 Advisor Class 1,000 243 R Class 209 53 I Class 2,172 362

Shares redeemed Investor Class (91,912) (126,552) Advisor Class (13,130) (14,862) R Class (2,683) (2,410) I Class (19,460) (7,696)

Increase in shares outstanding 24,151 19,287

Proof #5

37


Notes to Financial Statements

T. Rowe Price Blue Chip Growth Fund, Inc. (the fund), is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, open-end management investment company. The fund seeks to provide long-term capital growth. Income is a secondary objective. The fund has four classes of shares: the Blue Chip Growth Fund (Investor Class), the Blue Chip Growth Fund–Advisor Class (Advisor Class), the Blue Chip Growth Fund–R Class (R Class), and the Blue Chip Growth Fund–I Class (I Class). Advisor Class shares are sold only through unaffiliated brokers and other unaffiliated financial intermediaries, and R Class shares are available to retirement plans serviced by intermediaries. I Class shares generally are available only to investors meeting a $1,000,000 minimum investment or certain other criteria. 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, shareholder servicing, and/or certain administrative services; the Investor and I Classes do not pay Rule 12b-1 fees. Each class has exclusive voting rights on matters related solely to that class; separate voting rights on matters that relate to all classes; and, in all other respects, the same rights and obligations as the other classes.

NOTE 1 - SIGNIfIcaNT accOuNTING POLIcIES

Basis of Preparation The fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 (ASC 946). The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), including, but not limited to, ASC 946. GAAP requires the use of estimates made by management. Management believes that estimates and valuations are appropriate; however, actual results may differ from those estimates, and the valuations reflected in the accompanying financial statements may differ from the value ultimately realized upon sale or maturity.

Investment Transactions, Investment Income, and Distributions Investment transactions are accounted for on the trade date basis. Income and expenses are recorded on the accrual basis. Realized gains and losses are reported on the identified cost basis. 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

Proof #5

38


ex-dividend date. Income tax-related interest and penalties, if incurred, are recorded as income tax expense. Distributions from REITs are initially recorded as dividend income and, to the extent such represent a return of capital or capital gain for tax purposes, are reclassified when such information becomes available. Income distributions are declared and paid by each class annually. Distributions to shareholders are recorded on the ex-dividend date. A capital gain distribution may also be declared and paid by the fund annually.

currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and asked prices of such currencies against U.S. dollars as 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 respective date of such transaction. The portion of the results of operations attributable to changes in foreign exchange rates on investments is not bifurcated from the portion attributable to changes in market prices. 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 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. To the extent any expenses are waived or reimbursed in accordance with an expense limitation (see Note 5), the waiver or reimbursement is charged to the applicable class or allocated across the classes in the same manner as the related expense. The Advisor Class and R Class each pay Rule 12b-1 fees, in an amount not exceeding 0.25% and 0.50%, respectively, of the class’s average daily net assets.

Rebates 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 reflected as realized gain on securities in the accompanying financial statements and totaled $259,000 for the year ended December 31, 2017.

In-kind Redemptions In accordance with guidelines described in the fund’s prospectus, and when considered to be in the best interest of all shareholders, the fund may distribute portfolio securities rather than cash as payment for a redemption of fund shares (in-kind redemption). Gains and losses realized on in-kind redemptions are not recognized for tax purposes and are reclassified

Proof #5

39


from undistributed realized gain (loss) to paid-in capital. During the year ended December 31, 2017, the fund realized $236,365,000 of net gain on $353,328,000 of in-kind redemptions.

New accounting Guidance In March 2017, the FASB issued amended guidance to shorten the amortization period for certain callable debt securities, held at a premium. The guidance is effective for fiscal years and interim periods beginning after December 15, 2018. Adoption will have no effect on the fund’s net assets or results of operations.

On August 1, 2017, the fund implemented amendments to Regulation S-X, issued by the Securities and Exchange Commission, which require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Adoption had no effect on the fund’s net assets or results of operations.

Indemnification In the normal course of business, the fund may provide indemnification in connection with its officers and directors, service providers, and/or private company investments. The fund’s maximum exposure under these arrangements is unknown; however, the risk of material loss is currently considered to be remote.

NOTE 2 - vaLuaTION

The fund’s financial instruments are valued and each class’s net asset value (NAV) per share is computed at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day the NYSE is open for business. However, the NAV per share may be calculated at a time other than the normal close of the NYSE if trading on the NYSE is restricted, if the NYSE closes earlier, or as may be permitted by the SEC.

fair value The fund’s financial instruments are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The T. Rowe Price Valuation Committee (the Valuation Committee) is an internal committee that has been delegated certain responsibilities by the fund’s Board of Directors (the Board) to ensure that financial instruments are appropriately priced at fair value in accordance with GAAP and the 1940 Act. Subject to oversight by the Board, the Valuation Committee develops and oversees pricing-related policies

Proof #5

40


and procedures and approves all fair value determinations. Specifically, the Valuation Committee establishes procedures to value securities; determines pricing techniques, sources, and persons eligible to effect fair value pricing actions; oversees the selection, services, and performance of pricing vendors; oversees valuation-related business continuity practices; and provides guidance on internal controls and valuation-related matters. The Valuation Committee reports to the Board and has representation from legal, portfolio management and trading, operations, risk management, and the fund’s treasurer.

Various valuation techniques and inputs are used to determine the fair value of financial instruments. GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value:

Level 1 – quoted prices (unadjusted) in active markets for identical financial instruments that the fund can access at the reporting date

Level 2 – inputs other than Level 1 quoted prices that are observable, either directly or indirectly (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads)

Level 3 – unobservable inputs

Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use to price the financial instrument. Unobservable inputs are those for which market data are not available and are developed using the best information available about the assumptions that market participants would use to price the financial instrument. GAAP requires valuation techniques to maximize the use of relevant observable inputs and minimize the use of unobservable inputs. When multiple inputs are used to derive fair value, the financial instrument is assigned to the level within the fair value hierarchy based on the lowest-level input that is significant to the fair value of the financial instrument. Input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level but rather the degree of judgment used in determining those values.

valuation Techniques Equity securities listed or regularly traded on a securities exchange or in the over-the-counter (OTC) market are valued at the last quoted sale price or, for certain markets, the official closing price at the time

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the valuations are made. OTC Bulletin Board securities are valued at the mean of the closing bid and asked prices. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the closing bid and asked prices for domestic securities and the last quoted sale or closing price for international securities.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted to reflect the fair value of such securities at the close of the NYSE. If the fund determines that developments between the close of a foreign market and the close of the NYSE will affect the value of some or all of its portfolio securities, the fund will adjust the previous quoted prices to reflect what it believes to be the fair value of the securities as of the close of the NYSE. In deciding whether it is necessary to adjust quoted prices to reflect fair value, the fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The fund may also fair value securities in other situations, such as when a particular foreign market is closed but the fund is open. The fund uses outside pricing services to provide it with quoted prices and information to evaluate or adjust those prices. The fund cannot predict how often it will use quoted prices and how often it will determine it necessary to adjust those prices to reflect fair value. As a means of evaluating its security valuation process, the fund routinely compares quoted prices, the next day’s opening prices in the same markets, and adjusted prices.

Actively traded equity securities listed on a domestic exchange generally are categorized in Level 1 of the fair value hierarchy. Non-U.S. equity securities generally are categorized in Level 2 of the fair value hierarchy despite the availability of quoted prices because, as described above, the fund evaluates and determines whether those quoted prices reflect fair value at the close of the NYSE or require adjustment. OTC Bulletin Board securities, certain preferred securities, and equity securities traded in inactive markets generally are categorized in Level 2 of the fair value hierarchy.

Investments in mutual funds are valued at the mutual fund’s closing NAV per share on the day of valuation and are categorized in Level 1 of the fair value hierarchy. Assets and liabilities other than financial instruments, including short-term receivables and payables, are carried at cost, or estimated realizable value, if less, which approximates fair value.

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Thinly traded financial instruments 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 Valuation Committee. The objective of any fair value pricing determination is to arrive at a price that could reasonably be expected from a current sale. Financial instruments fair valued by the Valuation Committee are primarily private placements, restricted securities, warrants, rights, and other securities that are not publicly traded.

Subject to oversight by the Board, the Valuation Committee regularly makes good faith judgments to establish and adjust the fair valuations of certain securities as events occur and circumstances warrant. For instance, in determining the fair value of an equity investment with limited market activity, such as a private placement or a thinly traded public company stock, the Valuation Committee considers a variety of factors, which may include, but are not limited to, the issuer’s business prospects, its financial standing and performance, recent investment transactions in the issuer, new rounds of financing, negotiated transactions of significant size between other investors in the company, relevant market valuations of peer companies, strategic events affecting the company, market liquidity for the issuer, and general economic conditions and events. In consultation with the investment and pricing teams, the Valuation Committee will determine an appropriate valuation technique based on available information, which may include both observable and unobservable inputs. The Valuation Committee typically will afford greatest weight to actual prices in arm’s length transactions, to the extent they represent orderly transactions between market participants, transaction information can be reliably obtained, and prices are deemed representative of fair value. However, the Valuation Committee may also consider other valuation methods such as market-based valuation multiples; a discount or premium from market value of a similar, freely traded security of the same issuer; or some combination. Fair value determinations are reviewed on a regular basis and updated as information becomes available, including actual purchase and sale transactions of the issue. Because any fair value determination involves a significant amount of judgment, there is a degree of subjectivity inherent in such pricing decisions, and fair value prices determined by the Valuation Committee could differ from those of other market participants. Depending on the relative significance of unobservable inputs, including the valuation technique(s) used, fair valued securities may be categorized in Level 2 or 3 of the fair value hierarchy.

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valuation Inputs The following table summarizes the fund’s financial instruments, based on the inputs used to determine their fair values on December 31, 2017:

($000s) Level 1 Level 2 Level 3 Total value

Quoted Prices

Significant Observable

Inputs

Significant unobservable

Inputs

InvestmentsinSecurities,except: $ 1,456,372 $ — $ — $ 1,456,372

CommonStocks 44,695,293 1,108,024 — 45,803,317

Total $ 46,151,665 $ 1,108,024 $ — $ 47,259,689

There were no material transfers between Levels 1 and 2 during the year ended December 31, 2017.

NOTE 3 - OTHER INvESTmENT TRaNSacTIONS

Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks and/or to enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund’s prospectus and Statement of Additional Information.

Securities Lending The fund may lend its securities to approved borrowers to earn additional income. Its securities lending activities are administered by a lending agent in accordance with a securities lending agreement. Security loans generally do not have stated maturity dates, and the fund may recall a security at any time. The fund receives collateral in the form of cash or U.S. government securities, valued at 102% to 105% of the value of the securi-ties on loan. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities; any additional collateral required due to changes in security values is delivered to the fund the next business day. Cash collateral is invested in accordance with investment guidelines approved by fund management. Additionally, the lending agent indemnifies the fund against losses resulting from borrower default. Although risk is

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mitigated by the collateral and indemnification, the fund could experience a delay in recovering its securities and a possible loss of income or value if the borrower fails to return the securities, collateral investments decline in value, and the lending agent fails to perform. Securities lending revenue consists of earnings on invested collateral and borrowing fees, net of any rebates to the borrower, compensation to the lending agent, and other administrative costs. In accordance with GAAP, investments made with cash collateral are reflected in the accompanying financial statements, but collateral received in the form of securities is not. At December 31, 2017, the value of loaned securities was $1,358,168,000; the value of cash collateral and related investments was $1,389,477,000.

Other Purchases and sales of portfolio securities other than short-term securities aggregated $13,869,915,000 and $12,786,717,000, respectively, for the year ended December 31, 2017.

NOTE 4 - 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. Distributions determined in accordance with federal income tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences.

The fund files U.S. federal, state, and local tax returns as required. The fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return but which can be extended to six years in certain circumstances. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

Reclassifications to paid-in capital relate primarily to redemptions in kind and a tax practice that treats a portion of the proceeds from each redemption of capital shares as a distribution of taxable net investment income or realized capital gain.

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For the year ended December 31, 2017, the following reclassifications were recorded to reflect tax character (there was no impact on results of operations or net assets):

Undistributednetrealizedgain $ (726,680)

Paid-incapital 726,680

($000s)

Distributions during the years ended December 31, 2017 and December 31, 2016, were characterized for tax purposes as follows:

($000s)

December 312017 2016

Ordinaryincome $ 208,771 $ 24,893

Long-termcapitalgain 1,094,777 198,099

Totaldistributions $ 1,303,548 $ 222,992

At December 31, 2017, the tax-basis cost of investments, including derivatives, and components of net assets were as follows:

Costofinvestments $ 25,617,574

Unrealizedappreciation $ 21,778,161

Unrealizeddepreciation (136,046)

Netunrealizedappreciation(depreciation) 21,642,115

Undistributedordinaryincome 47,429

Undistributedlong-termcapitalgain 198,433

Paid-incapital 23,914,790

Netassets $ 45,802,767

($000s)

The difference between book-basis and tax-basis net unrealized appreciation (depreciation) is attributable to the deferral of losses from wash sales for tax purposes. During the year ended December 31, 2017, the fund utilized $17,813,000 of capital loss carryforwards.

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NOTE 5 - RELaTED PaRTy TRaNSacTIONS

The fund is managed by T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group). The investment management agreement between the fund and Price Associates provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee and a group fee. The individual fund fee is equal to 0.30% of the fund’s average daily net assets up to $15 billion and 0.255% of the fund’s average daily net assets in excess of $15 billion. The group fee rate is calculated based on the combined net assets of certain mutual funds sponsored by Price Associates (the group) applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.265% for assets in excess of $650 billion. The fund’s group fee is determined by applying the group fee rate to the fund’s average daily net assets. At December 31, 2017, the effective annual group fee rate was 0.29%.

The I Class is subject to an operating expense limitation (I Class limit) pursuant to which Price Associates is contractually required to pay all operating expenses of the I Class, excluding management fees, interest, expenses related to borrowings, taxes, brokerage, and other non-recurring expenses permitted by the investment management agreement, to the extent such operating expenses, on an annualized basis, exceed 0.05% of average net assets. This agreement will continue until April 30, 2018, and may be renewed, revised, or revoked only with approval of the fund’s Board. The I Class is required to repay Price Associates for expenses previously paid to the extent the class’s net assets grow or expenses decline sufficiently to allow repayment without causing the class’s operating expenses (after the repayment is taken into account) to exceed both: (1) the expense limitation in place at the time such amounts were paid; and (2) the class’s current expense limitation. However, no repayment will be made more than three years after the date of a payment or waiver. For the year ended December 31, 2017, the I 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 provides certain accounting and administrative services to the fund. T. Rowe Price Services, Inc. provides shareholder and administrative services in its capacity as the fund’s transfer and dividend-disbursing agent. T. Rowe Price Retirement Plan Services, Inc. provides subaccounting and recordkeeping services for certain retirement accounts invested in the

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Investor Class, R Class and I Class. For the year ended December 31, 2017, expenses incurred pursuant to these service agreements were $86,000 for Price Associates; $4,987,000 for T. Rowe Price Services, Inc.; and $5,160,000 for T. Rowe Price Retirement Plan Services, Inc. The total amount payable at period-end pursuant to these service agreements is reflected as Due to Affiliates in the accompanying financial statements.

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, 2017, the fund was charged $1,417,000 for shareholder servicing costs related to the college savings plans, of which $1,058,000 was for services provided by Price. The amount payable at period-end pursuant to this agreement is reflected as Due to Affiliates in the accompanying financial statements. At December 31, 2017, approximately 2% of the outstanding shares of the Investor 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. None of the Spectrum Funds invest in the underlying Price funds for the purpose of exercising management or control. Pursuant to special servicing agreements, 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 these special servicing agreements are reflected as shareholder servicing expense in the accompanying financial statements. For the year ended December 31, 2017, the fund was allocated $482,000 of Spectrum Funds’ expenses. Of these amounts, $317,000 related to services provided by Price. At period-end, the amount payable to Price pursuant to these special servicing agreements is reflected as Due to Affiliates in the accompanying financial statements. At December 31, 2017, approximately 1% of the outstanding shares of the Investor Class were held by the Spectrum Funds.

The fund may invest its cash reserves in certain open-end management investment companies managed by Price Associates and considered affiliates of the fund: the T. Rowe Price Government Reserve Fund or the T. Rowe Price Treasury Reserve Fund, organized as money market funds, or the

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T. Rowe Price Short-Term Fund, a short-term bond fund (collectively, the Price Reserve Funds). The Price Reserve Funds are offered as short-term investment options to mutual funds, trusts, and other accounts managed by Price Associates or its affiliates and are not available for direct purchase by members of the public. Cash collateral from securities lending is invested in the T. Rowe Price Short-Term Fund. The Price Reserve Funds pay no investment management fees.

As of December 31, 2017, T. Rowe Price Group, Inc., or its wholly owned subsidiaries owned 677,591 shares of the Investor Class, representing less than 1% of the Investor Class’s net assets.

The fund may participate in securities purchase and sale transactions with other funds or accounts advised by Price Associates (cross trades), in accordance with procedures adopted by the fund’s Board and Securities and Exchange Commission rules, which require, among other things, that such purchase and sale cross trades be effected at the independent current market price of the security. During the year ended December 31, 2017, the aggregate value of purchases and sales cross trades with other funds or accounts advised by Price Associates was less than 1% of the fund’s net assets as of December 31, 2017.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of T. Rowe Price Blue chip Growth fund, Inc.

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of T. Rowe Price Blue Chip Growth Fund, Inc. (the "Fund") as of December 31, 2017, the related statement of operations for the year ended December 31, 2017, the statement of changes in net assets for each of the two years in the period ended December 31, 2017, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2017 and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

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Report of Independent Registered Public Accounting Firm (continued)

evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2017 by correspondence with the custodians, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLPBaltimore, MarylandFebruary 15, 2018

We have served as the auditor of one or more investment companies in the T. Rowe Price group of investment companies since 1973.

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Tax Information (Unaudited) for the Tax Year Ended 12/31/17

WeareprovidingthisinformationasrequiredbytheInternalRevenueCode.Theamountsshownmaydifferfromthoseelsewhereinthisreportbecauseofdifferencesbetweentaxandfinancialreportingrequirements.

Thefund’sdistributionstoshareholdersincluded:

• $197,179,000fromshort-termcapitalgains,

• $1,566,756,000fromlong-termcapitalgains,subjecttoalong-termcapitalgainstaxrateofnotgreaterthan20%.

Fortaxablenon-corporateshareholders,$276,571,000ofthefund’sincomerepresentsqualifieddividendincomesubjecttoalong-termcapitalgainstaxrateofnotgreaterthan20%.

Forcorporateshareholders,$275,959,000ofthefund’sincomequalifiesforthedividends-receiveddeduction.

AdescriptionofthepoliciesandproceduresusedbyT.RowePricefundsandportfoliostodeterminehowtovoteproxiesrelatingtoportfoliosecuritiesisavailableineachfund’sStatementofAdditionalInformation.Youmayrequestthisdocumentbycalling1-800-225-5132orbyaccessingtheSEC’swebsite,sec.gov.

Thedescriptionofourproxyvotingpoliciesandproceduresisalsoavailableonourcorporatewebsite.Toaccessit,pleasevisitthefollowingWebpage:

https://www3.troweprice.com/usis/corporate/en/utility/policies.html

Scrolldowntothesectionnearthebottomofthepagethatsays,“ProxyVotingPolicies.”ClickontheProxyVotingPolicieslinkintheshadedbox.

Eachfund’smostrecentannualproxyvotingrecordisavailableonourwebsiteandthroughtheSEC’swebsite.ToaccessitthroughT.RowePrice,visitthewebsitelocationshownabove,andscrolldowntothesectionnearthebottomofthepagethatsays,“ProxyVotingRecords.”ClickontheProxyVotingRecordslinkintheshadedbox.

Information on Proxy Voting Policies, Procedures, and Records

ThefundfilesacompletescheduleofportfolioholdingswiththeSecuritiesandExchangeCommissionforthefirstandthirdquartersofeachfiscalyearonFormN-Q.Thefund’sFormN-QisavailableelectronicallyontheSEC’swebsite(sec.gov);hardcopiesmaybereviewedandcopiedattheSEC’sPublicReferenceRoom,100FSt.N.E.,Washington,DC20549.FormoreinformationonthePublicReferenceRoom,call1-800-SEC-0330.

How to Obtain Quarterly Portfolio Holdings

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About the Fund’s Directors and Officers

YourfundisoverseenbyaBoardofDirectors(Board)thatmeetsregularlytoreviewawidevarietyofmattersaffectingorpotentiallyaffectingthefund,includingperformance,investmentprograms,compliancematters,advisoryfeesandexpenses,serviceproviders,andbusinessandregulatoryaffairs.TheBoardelectsthefund’sofficers,whoarelistedinthefinaltable.Atleast75%oftheBoard’smembersareindependentofT.RowePriceAssociates,Inc.(T.RowePrice),anditsaffiliates;“inside”or“interested”directorsareemployeesorofficersofT.RowePrice.Thebusinessaddressofeachdirectorandofficeris100EastPrattStreet,Baltimore,Maryland21202.TheStatementofAdditionalInformationincludesadditionalinformationaboutthefunddirectorsandisavailablewithoutchargebycallingaT.RowePricerepresentativeat1-800-638-5660.

Independent Directors

Name(year of Birth)year Elected*[Number of T. Rowe PricePortfolios Overseen]

Principal Occupation(s) and Directorships of Public companies and Other Investment companies During the Past five years

BruceW.Duncan(1951)2013[191]

ChiefExecutiveOfficerandDirector(2009toDecember2016),ChairmanoftheBoard(January2016topresent),andPresident(2009toSeptember2016),FirstIndustrialRealtyTrust,anownerandoperatorofindustrialproperties;ChairmanoftheBoard(2005toSeptember2016)andDirector(1999toSeptember2016),StarwoodHotels&Resorts,ahotelandleisurecompany;Director,BostonProperties(May2016topresent);Director,MarriottInternational,Inc.(September2016topresent)

RobertJ.Gerrard,Jr.(1952)2012[191]

AdvisoryBoardMember,PipelineCrisis/WinningStrategies,acollaborativeworkingtoimproveopportunitiesforyoungAfricanAmericans(1997topresent)

PaulF.McBride(1956)2013[191]

AdvisoryBoardMember,VizziaTechnologies(2015topresent)

CeciliaE.Rouse,Ph.D.(1963)2012[191]

Dean,WoodrowWilsonSchool(2012topresent);ProfessorandResearcher,PrincetonUniversity(1992topresent);MemberofNationalAcademyofEducation(2010topresent);Director,MDRC,anonprofiteducationandsocialpolicyresearchorganization(2011topresent);ResearchAssociateofLaborStudiesProgram(2011to2015)andBoardMember(2015topresent),NationalBureauofEconomicResearch(2011topresent);ChairofCommitteeontheStatusofMinorityGroupsintheEconomicProfession(2012topresent);VicePresident(2015topresent),AmericanEconomicAssociation

*Eachindependentdirectorservesuntilretirement,resignation,orelectionofasuccessor.

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Independent Directors (continued)

Name(year of Birth)year Elected*[Number of T. Rowe PricePortfolios Overseen]


JohnG.Schreiber(1946)2001[191]

Owner/President,CentaurCapitalPartners,Inc.,arealestateinvestmentcompany(1991topresent);Cofounder,Partner,andCochairmanoftheInvestmentCommittee,BlackstoneRealEstateAdvisors,L.P.(1992to2015);Director,GeneralGrowthProperties,Inc.(2010to2013);Director,BlackstoneMortgageTrust,arealestatefinancecompany(2012to2016);DirectorandChairmanoftheBoard,BrixmorPropertyGroup,Inc.(2013topresent);Director,HiltonWorldwide(2013topresent);Director,HudsonPacificProperties(2014to2016)

MarkR.Tercek(1957)2009[191]

PresidentandChiefExecutiveOfficer,TheNatureConservancy(2008topresent)

*Eachindependentdirectorservesuntilretirement,resignation,orelectionofasuccessor.

Inside Director

Name(year of Birth)year Elected*[Number of T. Rowe Price Portfolios Overseen]


EdwardC.Bernard(1956)2006[191]

DirectorandVicePresident,T.RowePrice;ViceChairmanoftheBoard,Director,andVicePresident,T.RowePriceGroup,Inc.;ChairmanoftheBoard,Director,andVicePresident,T.RowePriceInvestmentServices,Inc.,andT.RowePriceServices,Inc.;ChairmanoftheBoardandDirector,T.RowePriceRetirementPlanServices,Inc.;ChairmanoftheBoard,ChiefExecutiveOfficer,Director,andPresident,T.RowePriceInternationalandT.RowePriceTrustCompany;ChairmanoftheBoard,allfunds

RobertW.Sharps,CFA,CPA**(1971)2017[135]

VicePresident,T.RowePrice,T.RowePriceGroup,Inc.,andT.RowePriceTrustCompany;VicePresident,BlueChipGrowthFund

*Eachinsidedirectorservesuntilretirement,resignation,orelectionofasuccessor.**EffectiveApril1,2017,BrianC.RogerswasreplacedbyRobertW.Sharpsasaninsidedirectorof

certainPriceFunds

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Officers

Name (year of Birth)Position Held With Blue chip Growth fund Principal Occupation(s)

JasonR.Adams(1979)VicePresident

VicePresident,T.RowePriceandT.RowePriceGroup,Inc.;formerly,ResearchAnalyst,CaxtonAssociates(to2015)

ZiadBakri,M.D.,CFA(1980)VicePresident

VicePresident,T.RowePriceandT.RowePriceGroup,Inc.

PeterJ.Bates,CFA(1974)VicePresident


DarrellN.Braman(1963)VicePresidentandSecretary

VicePresident,PriceHongKong,PriceSingapore,T.RowePrice,T.RowePriceGroup,Inc.,T.RowePriceInternational,T.RowePriceInvestmentServices,Inc.,andT.RowePriceServices,Inc.

EricL.DeVilbiss,CFA(1983)VicePresident


JohnR.Gilner(1961)ChiefComplianceOfficer

ChiefComplianceOfficerandVicePresident,T.RowePrice;VicePresident,T.RowePriceGroup,Inc.,andT.RowePriceInvestmentServices,Inc.

PaulD.GreeneII(1978)VicePresident


RyanS.Hedrick,CFA(1980)VicePresident

VicePresident,T.RowePriceandT.RowePriceGroup,Inc.;formerly,Analyst,DavidsonKempnerCapitalManagement(to2013)

ThomasJ.Huber,CFA(1966)VicePresident

VicePresident,T.RowePrice,T.RowePriceGroup,Inc.,andT.RowePriceTrustCompany

PaulJ.Krug,CPA(1964)VicePresident


GeorgeA.Marzano(1980)VicePresident


CatherineD.Mathews(1963)TreasurerandVicePresident


Unlessotherwisenoted,officershavebeenemployeesofT.RowePriceorT.RowePriceInternationalforatleast5years.

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Officers (continued)

Name (year of Birth)Position Held With Blue chip Growth fund Principal Occupation(s)

DavidOestreicher(1967)VicePresident

Director,VicePresident,andSecretary,T.RowePriceInvestmentServices,Inc.,T.RowePriceRetirementPlanServices,Inc.,T.RowePriceServices,Inc.,andT.RowePriceTrustCompany;ChiefLegalOfficer,VicePresident,andSecretary,T.RowePriceGroup,Inc.;VicePresidentandSecretary,T.RowePriceandT.RowePriceInternational;VicePresident,PriceHongKongandPriceSingapore

LarryJ.Puglia,CFA,CPA(1960)President


VivekRajeswaran(1985)VicePresident

VicePresident,T.RowePriceandT.RowePriceGroup,Inc.;formerly,student,ColumbiaBusinessSchool(to2012)

JohnW.Ratzesberger(1975)VicePresident

VicePresident,T.RowePrice,T.RowePriceGroup,Inc.,andT.RowePriceTrustCompany;formerly,NorthAmericanHeadofListedDerivativesOperation,MorganStanley(to2013)

ShannonH.Rauser(1987)AssistantSecretary

Employee,T.RowePrice

DeborahD.Seidel(1962)VicePresident

VicePresident,T.RowePrice,T.RowePriceGroup,Inc.,T.RowePriceInvestmentServices,Inc.,andT.RowePriceServices,Inc.

TaymourR.Tamaddon,CFA(1976)VicePresident


MeganWarren(1968)VicePresident

VicePresident,T.RowePrice,T.RowePriceGroup,Inc.,T.RowePriceRetirementPlanServices,Inc.,T.RowePriceServices,Inc.,andT.RowePriceTrustCompany;formerly,ExecutiveDirector,JPMorganChase(to2017)

RouvenJ.Wool-Lewis,Ph.D.(1973)VicePresident


Unlessotherwisenoted,officershavebeenemployeesofT.RowePriceorT.RowePriceInternationalforatleast5years.

Proof #5

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Proof #5

F93-050 2/18

STOck fuNDSDomestic Blue Chip GrowthCapital Appreciation‡

Capital OpportunityDiversified Mid-Cap GrowthDividend GrowthEquity IncomeEquity Index 500Extended Equity Market IndexFinancial ServicesGrowth & IncomeGrowth StockHealth Sciences‡

Media & TelecommunicationsMid-Cap Growth‡

Mid-Cap Value‡

New America GrowthNew EraNew Horizons‡

QM U.S. Small & Mid-Cap Core EquityQM U.S. Small-Cap Growth EquityQM U.S. Value EquityReal EstateScience & TechnologySmall-Cap Stock‡

Small-Cap ValueTax-Efficient Equity Total Equity Market IndexU.S. Large-Cap CoreValue

aSSET aLLOcaTION fuNDSBalanced Global AllocationPersonal Strategy BalancedPersonal Strategy GrowthPersonal Strategy IncomeReal AssetsSpectrum GrowthSpectrum IncomeSpectrum InternationalTarget Date Fundsˆ

BOND fuNDSDomestic TaxableCorporate IncomeCredit OpportunitiesFloating RateGNMA High Yield‡

Inflation Protected BondLimited Duration Inflation

Focused BondNew IncomeShort-Term BondTotal ReturnUltra Short-Term BondU.S. Bond Enhanced IndexU.S. High YieldU.S. Treasury IntermediateU.S. Treasury Long-Term

Domestic Tax-freeCalifornia Tax-Free BondGeorgia Tax-Free BondIntermediate Tax-Free High YieldMaryland Short-Term Tax-Free BondMaryland Tax-Free BondNew Jersey Tax-Free BondNew York Tax-Free BondSummit Municipal IncomeSummit Municipal IntermediateTax-Free High YieldTax-Free IncomeTax-Free Short-IntermediateVirginia Tax-Free Bond

mONEy maRkET fuNDSTaxableCash Reserves1

Government Money2

U.S. Treasury Money2

mONEy maRkET fuNDS (cont.)Tax-freeCalifornia Tax-Free Money1

Maryland Tax-Free Money1

New York Tax-Free Money1

Summit Municipal Money Market1

Tax-Exempt Money1

INTERNaTIONaL/GLOBaL fuNDSStockAfrica & Middle EastAsia OpportunitiesEmerging EuropeEmerging Markets StockEmerging Markets Value StockEuropean Stock Global ConsumerGlobal Growth StockGlobal IndustrialsGlobal Real EstateGlobal StockGlobal Technology‡

International Concentrated EquityInternational DiscoveryInternational Equity IndexInternational StockInternational Value EquityJapanLatin AmericaNew AsiaOverseas StockQM Global Equity

BondDynamic Global BondEmerging Markets BondEmerging Markets Corporate BondEmerging Markets Local Currency BondGlobal High Income BondGlobal Multi-Sector BondInternational BondInternational Bond (USD Hedged)

T.RowePriceInvestmentServices,Inc.100EastPrattStreetBaltimore,MD21202

Thispagecontainssupplementaryinformationthatisnotpartoftheshareholderreport.

T. Rowe Price Mutual Funds

Call 1-800-225-5132 to request a prospectus or summary prospectus; each includes investment objectives, risks, fees, expenses, and other information that you should read and consider carefully before investing. ‡Subjecttocertainexceptions,thefundiscurrentlyclosedtonewinvestorsandnewaccounts.

ˆTheTargetDateFundsareinclusiveoftheRetirementFunds,theTargetFunds,andtheRetirementBalancedFund.

1 Retail Funds: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. Beginning October 14, 2016, the Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

2 Government Funds: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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