UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
Certified Shareholder Report of
Registered Management Investment Companies
Investment Company Act File Number: 811-04692
Emerging Markets Growth Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
6455 Irvine Center Drive
Irvine, California 92618
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (213) 486-9200
Date of fiscal year end: June 30
Date of reporting period: December 31, 2016
Courtney R. Taylor
Emerging Markets Growth Fund, Inc.
333 South Hope Street
Los Angeles, California 90071
(Name and Address of Agent for Service)
ITEM 1 – Reports to Stockholders
 | Emerging Markets Growth FundSM Semi-annual report for the six months ended December 31, 2016 |
| |

Emerging Markets Growth Fund seeks long-term growth of capital and invests primarily in common stock and other equity securities of issuers in developing countries.
Fund results shown in this report are for past periods and are not predictive of results for future periods. The results shown are before taxes on fund distributions and sale of fund shares. Current and future results may be lower or higher than those shown. Share prices and returns will vary, so investors may lose money. Investing for short periods makes losses more likely. Investments are not FDIC-insured, nor are they deposits of or guaranteed by a bank or any other entity, so they may lose value. For current information and month-end results, please call (800) 421-4989.
Investing in developing markets involves risks, such as significant currency and price fluctuations, political instability, differing securities regulations and periods of illiquidity, which are detailed in the fund’s prospectus. Investments in developing markets have been more volatile than investments in developed markets, reflecting the greater uncertainties of investing in less established economies. Individuals investing in developing markets should have a long-term perspective and be able to tolerate potentially sharp declines in the value of their investments.
Fellow investors:
Emerging markets stocks rose in the second half of 2016, boosted by rising commodity prices, encouraging political reforms in certain countries and fiscal stimulus in China. The value of Emerging Markets Growth Fund increased 3.21% with dividends reinvested during the six-month period, while its benchmark, the unmanaged MSCI Emerging Markets Investable Market Index (IMI), advanced 3.99%.*
The reporting period was marked by a sharp swing in investor sentiment for emerging markets. Returns for stocks in developing countries were among the strongest globally from July through October, but came under pressure following the surprise outcome of the U.S. presidential election in November and the U.S. Federal Reserve’s decision to raise interest rates in December. The U.S. dollar also rallied to a 14-year high against a trade-weighted basket of currencies late in the year, further weighing on sentiment for emerging markets stocks. The dollar’s surge sent several currencies to new lows, notably the Mexican peso and the Turkish lira.
Overall, the energy and materials sectors recorded the strongest gains. Energy stocks climbed as oil prices found support above $50 a barrel, while materials companies were boosted by rising prices for industrial commodities such as iron ore, copper and zinc. The health care and consumer staples
* | Unless otherwise noted, country and sector returns are based on MSCI EM IMI indices, expressed in U.S. dollars, and assume the reinvestment of dividends. Results reflect dividends net of withholding taxes. |
Results at a glance
| | Cumulative total returns | | Average annual total returns |
For periods ended December 31, 2016, with distributions reinvested | | 6 months | | 1 year | | 3 years | | 5 years | | 10 years | | Lifetime1 |
| | | | | | | | | | | | |
Emerging Markets Growth Fund | | | 3.21 | % | | | 9.50 | % | | | –4.94 | % | | | –0.31 | % | | | 1.17 | % | | | 12.82 | % |
MSCI Emerging Markets IMI2,3 | | | 3.99 | | | | 9.90 | | | | –2.40 | | | | 1.54 | | | | 2.07 | | | | 9.92 | 4 |
MSCI Emerging Markets Index3,5 | | | 4.49 | | | | 11.19 | | | | –2.55 | | | | 1.28 | | | | 1.84 | | | | 9.85 | 4 |
1 | Since May 30, 1986. |
2 | Returns for the MSCI Emerging Markets Investable Market Index (IMI) were calculated using the MSCI Emerging Markets Index with dividends gross of withholding taxes from December 31, 1987, to December 31, 2000, and with dividends net of withholding taxes from January 1, 2001, to November 30, 2007, and using the MSCI Emerging Markets IMI with dividends net of withholding taxes thereafter. |
3 | The indices are unmanaged and, therefore, have no expenses. |
4 | The MSCI Emerging Markets Index did not start until December 31, 1987. As a result, the International Finance Corporation (IFC) Global Composite Index was used in lieu of the MSCI Emerging Markets Index from May 30, 1986, to December 31, 1987. |
5 | Results reflect dividends gross of withholding taxes through December 31, 2000, and dividends net of withholding taxes thereafter. |
| |
The total annual fund operating expense ratio is 0.78% as of the most recent fiscal year-end, and is 0.82% including “acquired fund” fees and expenses. |
Emerging Markets Growth Fund | 1 |
sectors declined, in part due to a shift by investors out of more defensive-minded stocks.
Market review
Russian stocks soared 29.4%, recording the strongest gains in the developing world. Returns were driven by the rising price of crude oil — a key export — and OPEC’s decision to curb oil production for the first time in eight years. Further supporting gains were expectations that Russia’s economy will emerge from recession in 2017 and that the country’s political ties with the U.S. would improve under President Donald Trump’s administration.
Brazilian stocks surged 13.5%. Equities were buoyed by the impeachment of President Dilma Rousseff and optimism that the change in political leadership could set the stage for fiscal reforms to lift Latin America’s largest economy from its worst recession since the 1930s. A steady recovery in prices for iron ore and oil also boosted investor confidence in Brazil’s materials and energy companies.
Chinese stocks climbed 5.8% as the country’s economy continued to grow at a steady pace, diminishing fears of a hard landing. Growth was helped by government stimulus measures that included supplying credit for new infrastructure projects, looser restrictions for property purchases, and incentives to buy automobiles. Meanwhile, the Chinese renminbi weakened 4.4% against the dollar, prompting regulators to impose additional controls on currency withdrawals to stem capital flight.
Elsewhere in Asia, Taiwanese stocks notched solid returns, rising 8.5% on strong gains for the country’s technology component suppliers. Stocks in India fell 1.8% despite the passage of key reforms, including a national sales tax designed to make it easier to conduct business. Indian equities were hurt by the government’s surprise move in early November to pull high-denomination bank notes from circulation. Investors worried the recall would curb consumption in the world’s fastest growing economy.
Stock markets in Mexico and Turkey were hard hit.
The MSCI Mexico IMI sank 10.2%, hurt by worries trade would slow with the U.S., its largest trading partner. The peso lost 10.4% against the dollar. The MSCI Turkey IMI plunged 17.6%, hampered by a faltering economy that has been
20 largest equity holdings | | | | |
| | | | Price change |
| | Percent of | | for the |
| | net assets as | | 6 months ended |
| | of 12/31/16 | | 12/31/16* |
Taiwan Semiconductor Manufacturing | | | 3.5 | % | | | 10.7 | % |
Alibaba Group Holding | | | 2.7 | | | | 10.4 | |
Naspers | | | 2.7 | | | | –4.9 | |
AIA Group | | | 2.6 | | | | –7.1 | |
Vale | | | 2.3 | | | | 73.0 | |
Petroleo Brasileiro | | | 2.1 | | | | 43.7 | |
China Overseas Land & Investment | | | 2.1 | | | | –17.4 | |
Bharti Airtel | | | 2.0 | | | | –17.6 | |
Jiangsu Hengrui Medicine | | | 2.0 | | | | 8.3 | |
Delta Electronics | | | 1.9 | | | | .3 | |
Wynn Macau | | | 1.8 | | | | 9.0 | |
América Móvil | | | 1.8 | | | | 2.5 | |
Tencent Holdings | | | 1.5 | | | | 6.5 | |
Alrosa | | | 1.5 | | | | 46.3 | |
Elang Mahkota Teknologi | | | 1.4 | | | | –.2 | |
Sino Biopharmaceutical | | | 1.4 | | | | 7.3 | |
Lupin | | | 1.4 | | | | –4.3 | |
JD.com | | | 1.3 | | | | 19.8 | |
Housing Development Finance | | | 1.3 | | | | –.4 | |
China Pacific Insurance Group | | | 1.3 | | | | 1.3 | |
Total | | | 38.6 | % | | | | |
* | The percent change is reflected in U.S. dollars. The actual gain or loss on the total position in the fund may differ from the percentage shown. |
2 | Emerging Markets Growth Fund |
Where the fund’s assets were invested
| | | | | | | | | | | | Value of holdings |
| | Percent of net assets | | MSCI EM IMI1 | | 12/31/16 |
| | 12/31/15 | | 6/30/16 | | 12/31/16 | | 6/30/16 | | 12/31/16 | | (in thousands) |
| | | | | | | | | | | | |
Asia-Pacific | | | | | | | | | | | | | | | | | | | | | | | | |
China | | | 26.4 | % | | | 21.9 | % | | | 21.7 | % | | | 25.3 | % | | | 26.0 | % | | $ | 495,297 | |
Hong Kong | | | 8.8 | | | | 7.5 | | | | 6.9 | | | | — | | | | — | | | | 156,959 | |
India | | | 12.3 | | | | 10.6 | | | | 10.4 | | | | 8.8 | | | | 8.8 | | | | 238,502 | |
Indonesia | | | 3.1 | | | | 3.7 | | | | 4.9 | | | | 2.7 | | | | 2.6 | | | | 111,148 | |
Malaysia | | | 1.5 | | | | 1.4 | | | | .7 | | | | 3.0 | | | | 2.6 | | | | 17,334 | |
Philippines | | | .4 | | | | .4 | | | | 1.3 | | | | 1.5 | | | | 1.2 | | | | 30,093 | |
Singapore | | | 1.2 | | | | 1.4 | | | | 1.2 | | | | — | | | | — | | | | 28,017 | |
South Korea | | | 4.8 | | | | 5.3 | | | | 3.7 | | | | 15.4 | | | | 14.8 | | | | 84,514 | |
Taiwan | | | 7.0 | | | | 7.2 | | | | 8.1 | | | | 12.7 | | | | 12.9 | | | | 184,876 | |
Thailand | | | .9 | | | | .8 | | | | .9 | | | | 2.5 | | | | 2.5 | | | | 20,629 | |
| | | 66.4 | | | | 60.2 | | | | 59.8 | | | | 71.9 | | | | 71.4 | | | | 1,367,369 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Latin America | | | | | | | | | | | | | | | | | | | | | | | | |
Argentina | | | .7 | | | | .6 | | | | .2 | | | | — | | | | — | | | | 3,573 | |
Brazil | | | 6.1 | | | | 8.6 | | | | 9.4 | | | | 6.7 | | | | 7.2 | | | | 215,347 | |
Chile | | | 1.2 | | | | 1.4 | | | | 1.4 | | | | 1.2 | | | | 1.2 | | | | 31,746 | |
Colombia | | | — | | | | — | | | | — | | | | .5 | | | | .4 | | | | — | |
Mexico | | | 4.6 | | | | 4.4 | | | | 4.1 | | | | 4.0 | | | | 3.5 | | | | 93,736 | |
Peru | | | — | 2 | | | .6 | | | | 1.3 | | | | .3 | | | | .3 | | | | 30,942 | |
| | | 12.6 | | | | 15.6 | | | | 16.4 | | | | 12.7 | | | | 12.6 | | | | 375,344 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Eastern Europe and Middle East | | | | | | | | | | | | | | | | | | | | | | | | |
Czech Republic | | | — | | | | — | | | | — | | | | .2 | | | | .2 | | | | — | |
Greece | | | — | | | | — | | | | — | | | | .4 | | | | .4 | | | | — | |
Hungary | | | — | | | | — | | | | — | | | | .2 | | | | .3 | | | | — | |
Israel | | | — | 2 | | | — | | | | — | | | | — | | | | — | | | | — | |
Oman | | | .4 | | | | .2 | | | | .3 | | | | — | | | | — | | | | 7,175 | |
Poland | | | — | | | | — | | | | — | | | | 1.1 | | | | 1.1 | | | | — | |
Russia | | | 3.9 | | | | 5.1 | | | | 7.5 | | | | 3.3 | | | | 4.0 | | | | 172,059 | |
Saudi Arabia | | | .9 | | | | .9 | | | | 1.1 | | | | — | | | | — | | | | 25,776 | |
Turkey | | | 1.5 | | | | 1.9 | | | | 1.0 | | | | 1.3 | | | | 1.1 | | | | 21,708 | |
United Arab Emirates | | | 1.1 | | | | 1.1 | | | | .5 | | | | .9 | | | | .9 | | | | 11,949 | |
Qatar | | | — | | | | — | | | | — | | | | .8 | | | | .9 | | | | — | |
| | | 7.8 | | | | 9.2 | | | | 10.4 | | | | 8.2 | | | | 8.9 | | | | 238,667 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Africa | | | | | | | | | | | | | | | | | | | | | | | | |
Egypt | | | — | | | | — | | | | — | | | | .2 | | | | .2 | | | | — | |
South Africa | | | 3.8 | | | | 4.6 | | | | 5.5 | | | | 7.0 | | | | 6.9 | | | | 124,350 | |
| | | 3.8 | | | | 4.6 | | | | 5.5 | | | | 7.2 | | | | 7.1 | | | | 124,350 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other markets3 | | | | | | | | | | | | | | | | | | | | | | | | |
Australia | | | 1.1 | | | | .4 | | | | — | | | | | | | | | | | | — | |
Austria | | | .4 | | | | .2 | | | | — | | | | | | | | | | | | — | |
Canada | | | .4 | | | | .5 | | | | .3 | | | | | | | | | | | | 7,100 | |
Denmark | | | .3 | | | | .6 | | | | 1.3 | | | | | | | | | | | | 28,448 | |
Italy | | | .2 | | | | .3 | | | | .3 | | | | | | | | �� | | | | 7,506 | |
Netherlands | | | .1 | | | | — | | | | — | | | | | | | | | | | | — | |
Switzerland | | | .4 | | | | .3 | | | | .3 | | | | | | | | | | | | 7,663 | |
United Kingdom | | | 1.4 | | | | 2.1 | | | | 1.0 | | | | | | | | | | | | 21,535 | |
United States of America | | | 1.7 | | | | 1.6 | | | | 2.5 | | | | | | | | | | | | 56,632 | |
| | | 6.0 | | | | 6.0 | | | | 5.7 | | | | | | | | | | | | 128,884 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Multinational | | | .1 | | | | .1 | | | | .1 | | | | | | | | | | | | 3,099 | |
Short-term securities and other assets less liabilities | | | 3.3 | | | | 4.3 | | | | 2.1 | | | | | | | | | | | | 47,195 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total net assets | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | | | | | | | | $ | 2,284,908 | |
1 | A dash indicates that the market is not included in the index. Source: MSCI. |
2 | Amount less than .1% |
3 | Includes investments in companies incorporated in the regions that have significant operations in emerging markets. |
Emerging Markets Growth Fund | 3 |
challenged by terrorist attacks, regional military conflicts, and an increase in authoritarianism following a failed July coup. The lira tumbled 18.2% against the dollar, forcing Turkey’s central bank to raise interest rates in November for the first time in nearly three years.
Portfolio review
Investments in the materials sector boosted portfolio returns. Shares of Brazilian miner Vale leaped 73.0% as iron ore prices surged to a two-year high and as the company divested assets to cut debt. Russian diamond producer Alrosa rose 46.3%, helped by stronger sales and increasing prices for the precious stone. Shares of Mexico’s Cemex, one of the world’s largest providers of cement and building materials, climbed on cost-cutting efforts and improving profits.
Hong Kong–listed casino operators MGM China and Galaxy Entertainment contributed to portfolio results, gaining 58.6% and 44.4%, respectively. Wynn Macau also rose. Gaming stocks advanced amid signs business is picking up in Macau after an anti-corruption campaign and travel restrictions had hurt casino revenue over the past couple of years.
Investments in Russia helped returns. Sberbank, Russia’s biggest lender, rose 33.4%. The bank posted two consecutive quarters of strong profits as bad loans declined. Shares of Magnit, the country’s largest grocery chain, also climbed. Several private equity investments in Russia also supported results.
A contributor from the technology sector was JD.com, China’s second-largest online retailer, whose shares advanced on improved operating margins along with rising sales in the third quarter. American retailing giant Wal-Mart also revealed it had doubled its financial stake in JD.com.
Financial stocks detracted. After touching a 52-week high in October, shares of life insurance giant AIA Group retreated amid a renewed effort by Chinese monetary authorities to curb capital outflows by restricting the ability of mainland Chinese to buy insurance policies while visiting Hong Kong. Akbank fell 23.5% as Turkey’s economy weakened.
lnvestments in real estate stocks also weighed on results. China Overseas Land & Investment slumped 17.4%, partly due to efforts taken by authorities to prevent a property bubble in some cities following a boom in home sales. These measures included purchase restrictions and stricter mortgage lending requirements. Shares of Mexican-based real estate investment trust Fibra Uno dropped 27.9%, hurt by rising interest rates and a weaker peso.
| | Six months ended 12/31/16 |
| | Expressed in | | Expressed in |
Percent change in key markets* | | U.S. dollars | | local currency |
| | | | |
Asia-Pacific | | | | | | | | |
China | | | 5.8 | % | | | 4.0 | % |
India | | | –1.8 | | | | 3.0 | |
Indonesia | | | 1.0 | | | | 6.2 | |
Malaysia | | | –9.2 | | | | .3 | |
Philippines | | | –16.7 | | | | 15.5 | |
South Korea | | | 1.2 | | | | 1.1 | |
Taiwan | | | 8.5 | | | | 8.5 | |
Thailand | | | 6.5 | | | | .8 | |
| | | | | | | | |
Latin America | | | | | | | | |
Brazil | | | 13.5 | | | | 2.7 | |
Chile | | | 1.6 | | | | 5.7 | |
Colombia | | | .8 | | | | 1.8 | |
Mexico | | | –10.2 | | | | 3.6 | |
Peru | | | 3.6 | | | | –12.0 | |
| | | | | | | | |
Eastern Europe and Middle East | | | | | | | | |
Czech Republic | | | –3.1 | | | | 83.1 | |
Greece | | | 15.4 | | | | 23.9 | |
Hungary | | | 20.2 | | | | –1.2 | |
Poland | | | 9.6 | | | | 7.0 | |
Russia | | | 29.4 | | | | –3.6 | |
Turkey | | | –17.6 | | | | 4.4 | |
United Arab Emirates | | | 4.4 | | | | 5.6 | |
Qatar | | | 7.0 | | | | 24.8 | |
| | | | | | | | |
Africa | | | | | | | | |
Egypt | | | –10.3 | | | | 21.6 | |
South Africa | | | 3.3 | | | | 8.4 | |
| | | | | | | | |
Emerging Markets Growth Fund | | | 3.2 | % | | | | |
* | The market indices, compiled by MSCI, reflect dividends net of withholding taxes and are unmanaged and therefore, have no expenses. |
4 | Emerging Markets Growth Fund |
Stock selection in India held back returns. Bharti Airtel, India’s largest mobile network operator, declined 17.6% amid weaker profits and stiffer price competition. Shares of generic drugmaker Lupin edged lower due to increased scrutiny from U.S. regulators regarding its manufacturing process and political criticism of the pharmaceutical industry’s pricing practices.
Outlook
Emerging markets face some uncertainty following the U.S. presidential election and are being challenged by a stronger dollar and changing U.S. monetary policy. However, there are encouraging signs: prices for oil and industrial commodities appear to have stabilized following a prolonged slump that derailed growth for commodity-rich countries such as Russia, Brazil and South Africa. Brazil is also pressing ahead with fiscal reforms that may help jumpstart economic growth.
Furthermore, central banks around the world appear committed to keeping interest rates low for the foreseeable future, and that could help stimulate interest in developing-world stocks. Valuations also look attractive. Most industry sectors trade below their 10-year averages on a trailing price-to-book basis. Earnings in aggregate are also forecast to grow. Meanwhile, encouraging structural reforms are gaining traction in Indonesia and India, two of Asia’s fastest growing economies. Despite concerns about India’s growth following the currency recall in late 2016, fund managers still believe the country offers enormous potential as India’s pro-business government opens up more of its industries to foreign investment.
Managers continue to take a company-specific approach, seeking to invest in strong, growing companies at attractive valuations. Financial stocks are approximately 19% of the fund’s net assets, with well-run private banks in Brazil and India one area of focus. Asian-based insurers selling financial products to the region’s growing middle class are another emphasis. Russian financial institutions that could benefit from a turnaround in the country’s economy also look compelling.
Approximately 24% of the portfolio is invested in the consumer sectors, where managers are identifying companies that could benefit from rising incomes in developing nations. Managers believe that Chinese internet companies selling a range of products and services online are an attractive growth opportunity, as are companies involved in the entertainment and automotive industries.
Information technology companies make up approximately 14% of the fund’s assets. Given the growing adoption of mobile phones and increasing internet use in emerging markets, managers are attracted to companies who help produce the electronic components that power mobile phones, tablets and laptops.
Portfolio managers are further finding select opportunities to invest in materials companies that stand to benefit from strengthening commodity prices and much stronger balance sheets. On a country basis, the fund’s holdings are more concentrated in China, India and Brazil than in other developing nations.
We continue to believe the emerging markets universe offers a breadth of compelling investment opportunities, and look forward to reporting to you again in another six months.
Sincerely,

Victor D. Kohn
President
February 16, 2017
Emerging Markets Growth Fund | 5 |
About the fund and its adviser
Emerging Markets Growth Fund was organized in 1986 by the International Finance Corporation (IFC), an affiliate of the World Bank, as a vehicle for investing in the securities of companies based in developing countries. The premise behind the formation of the fund was that rapid growth in these countries could create very attractive investment opportunities. It also was felt that the availability of equity capital would stimulate the development of capital markets and encourage countries to liberalize their investment regulations.
Capital International,Inc., the fund’s investment adviser, is part of The Capital Group Companies,SM Inc., one of the world’s most experienced investment advisory organizations, with roots dating back to 1931. The fund has been managed by Capital International or an affiliate since 1986. Capital Group employs a research-driven approach to investing and has a global investment research network spanning three continents. This network of analysts and portfolio managers travel the world scrutinizing thousands of companies and keeping a close watch on industry trends and government actions.
Capital Group has devoted substantial resources to the task of evaluating and managing investments in developing countries. It is an intensive effort that combines company and industry analysis with broader political and macroeconomic views. We believe that our extensive worldwide research capabilities and integrated global investment process continue to provide Emerging Markets Growth Fund with a competitive edge.
6 | Emerging Markets Growth Fund |
Investment portfolio December 31, 2016 | unaudited |
| | Equity securities | | Bonds, notes & other debt instruments | | Percent of net assets |
Financials | | | 18.6 | % | | | — | % | | | 18.6 | % |
Consumer discretionary | | | 17.0 | | | | — | | | | 17.0 | |
Information technology | | | 13.6 | | | | — | | | | 13.6 | |
Health care | | | 9.2 | | | | — | | | | 9.2 | |
Consumer staples | | | 7.4 | | | | — | | | | 7.4 | |
Industrials | | | 7.0 | | | | — | | | | 7.0 | |
Real estate | | | 6.3 | | | | — | | | | 6.3 | |
Materials | | | 6.3 | | | | — | | | | 6.3 | |
Telecommunication services | | | 5.0 | | | | — | | | | 5.0 | |
Energy | | | 3.3 | | | | — | | | | 3.3 | |
Other | | | 2.4 | | | | — | | | | 2.4 | |
Utilities | | | 1.7 | | | | — | | | | 1.7 | |
Government | | | — | | | | .1 | | | | .1 | |
| | | 97.8 | % | | | .1 | % | | | 97.9 | |
| | | | | | | | | | | | |
Short-term securities | | | | | | | | | | | 1.7 | |
Other assets less liabilities | | | | | | | | | | | .4 | |
Net assets | | | | | | | | | | | 100.0 | % |
Common stocks 96.7% | | Shares | | | Value (000) | |
Asia-Pacific 59.8% | | | | | | | | |
China 21.7% | | | | | | | | |
Alibaba Group Holding Ltd. (ADR)1 | | | 710,180 | | | $ | 62,361 | |
Beijing Enterprises Holdings Ltd. (Hong Kong) | | | 224,000 | | | | 1,055 | |
China Everbright International Ltd. (Hong Kong) | | | 4,966,000 | | | | 5,603 | |
China Mengniu Dairy Co. (Hong Kong) | | | 12,902,600 | | | | 24,668 | |
China Merchants Bank Co., Ltd. (Hong Kong) | | | 3,829,500 | | | | 8,899 | |
China Modern Dairy Holdings Ltd. (Hong Kong)1 | | | 14,393,709 | | | | 3,532 | |
China Overseas Grand Oceans Group, Ltd. (Hong Kong)1 | | | 7,239,100 | | | | 2,338 | |
China Overseas Land & Investment Ltd. (Hong Kong) | | | 17,990,950 | | | | 47,452 | |
China Pacific Insurance (Group) Co., Ltd. (Hong Kong) | | | 8,527,000 | | | | 29,490 | |
China Resources Land Ltd. (Hong Kong) | | | 10,674,181 | | | | 24,066 | |
Ctrip.com International, Ltd. (ADR)1 | | | 80,946 | | | | 3,238 | |
Fosun International Ltd. (Hong Kong) | | | 1,957,764 | | | | 2,742 | |
Guangdong Investment Ltd. (Hong Kong) | | | 934,000 | | | | 1,226 | |
Haitian International Holdings Ltd. (Hong Kong) | | | 3,495,803 | | | | 6,814 | |
Hutchison China MediTech Ltd.1 | | | 45,218 | | | | 1,265 | |
Hutchison China MediTech Ltd. (ADR)1 | | | 296,167 | | | | 4,019 | |
IMAX China Holding, Inc. (Hong Kong)1 | | | 2,447,288 | | | | 11,971 | |
JD.com, Inc. (ADR)1 | | | 1,180,700 | | | | 30,037 | |
Jiangsu Hengrui Medicine Co., Ltd. (Shanghai exchange) | | | 4,110,146 | | | | 26,885 | |
Jiangsu Hengrui Medicine Co., Ltd. | | | 2,885,969 | | | | 18,878 | |
Emerging Markets Growth Fund | 7 |
Common stocks (continued) | | Shares | | | Value (000) | |
Asia-Pacific (continued) | | | | | | | | |
China (continued) | | | | | | | | |
Longfor Properties Co., Ltd. (Hong Kong) | | | 14,537,768 | | | $ | 18,393 | |
Minth Group Ltd. (Hong Kong) | | | 4,698,000 | | | | 14,577 | |
New Oriental Education & Technology Group, Inc. (ADR)1 | | | 418,000 | | | | 17,598 | |
Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (Hong Kong) | | | 7,630,500 | | | | 23,309 | |
Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. (Hong Kong) | | | 4,629,000 | | | | 3,850 | |
Shanghai Pharmaceutical (Group) Co., Ltd. (Hong Kong) | | | 5,605,100 | | | | 12,810 | |
Sino Biopharmaceutical Ltd. (Hong Kong) | | | 46,661,000 | | | | 32,793 | |
Sinofert Holdings Ltd. (Hong Kong) | | | 16,192,000 | | | | 2,185 | |
Stella International Holdings Ltd. (Hong Kong) | | | 1,071,000 | | | | 1,723 | |
Tencent Holdings Ltd. (Hong Kong) | | | 1,458,400 | | | | 35,396 | |
Weichai Power Co., Ltd. (Hong Kong) | | | 1,703,234 | | | | 2,612 | |
Yum China Holding, Inc.1 | | | 517,300 | | | | 13,512 | |
| | | | | | | 495,297 | |
| | | | | | | | |
Hong Kong 6.9% | | | | | | | | |
AIA Group Ltd. | | | 10,608,000 | | | | 59,365 | |
Cheung Kong Infrastructure Holdings Ltd. | | | 14,055 | | | | 112 | |
Chow Sang Sang Holdings International Ltd. | | | 268,235 | | | | 497 | |
CLP Holdings Ltd. | | | 465,000 | | | | 4,249 | |
Galaxy Entertainment Group Ltd. | | | 4,128,000 | | | | 17,759 | |
Goodbaby International Holdings Ltd. | | | 16,315,000 | | | | 7,791 | |
Jardine Matheson Holdings Ltd. | | | 43,700 | | | | 2,411 | |
MGM China Holdings Ltd. | | | 4,280,800 | | | | 8,837 | |
Pacific Textiles Holdings Ltd. | | | 962,451 | | | | 1,041 | |
Sands China Ltd. | | | 2,378,800 | | | | 10,231 | |
VTech Holdings Ltd. | | | 319,400 | | | | 4,265 | |
Wynn Macau, Ltd. | | | 25,517,600 | | | | 40,401 | |
| | | | | | | 156,959 | |
| | | | | | | | |
India 10.4% | | | | | | | | |
Apollo Hospitals Enterprise Ltd. | | | 286,691 | | | | 4,975 | |
Apollo Hospitals Enterprise Ltd. (GDR)2 | | | 188,500 | | | | 3,277 | |
Bharat Electronics Ltd. | | | 241,682 | | | | 4,886 | |
Bharti Airtel Ltd. | | | 10,303,587 | | | | 46,348 | |
CRISIL Ltd. | | | 91,272 | | | | 2,958 | |
Godrej Consumer Products Ltd. | | | 596,082 | | | | 13,242 | |
HDFC Bank Ltd. | | | 951,105 | | | | 18,548 | |
HDFC Bank Ltd. (ADR) | | | 200 | | | | 12 | |
Housing Development Finance Corp. Ltd. | | | 1,590,211 | | | | 29,560 | |
ICICI Bank Ltd. | | | 847,364 | | | | 3,177 | |
IDFC Bank Ltd. | | | 11,163,527 | | | | 9,867 | |
IndusInd Bank Ltd. | | | 1,339,816 | | | | 21,869 | |
Info Edge (India) Ltd. | | | 635,899 | | | | 8,387 | |
Infosys Ltd. | | | 79,527 | | | | 1,182 | |
ITC Ltd. | | | 1,733,560 | | | | 6,158 | |
Kotak Mahindra Bank Ltd. | | | 484,249 | | | | 5,136 | |
Lupin Ltd. | | | 1,427,378 | | | | 31,239 | |
Nestlé India Ltd. | | | 56,592 | | | | 5,018 | |
8 | Emerging Markets Growth Fund |
Common stocks (continued) | | Shares | | | Value (000) | |
Asia-Pacific (continued) | | | | | | | | |
India (continued) | | | | | | | | |
Steel Authority of India Ltd.1 | | | 7,116,169 | | | $ | 5,144 | |
Sun Pharmaceutical Industries Ltd. | | | 713,469 | | | | 6,587 | |
TeamLease Services Ltd.1 | | | 286,074 | | | | 3,736 | |
Tech Mahindra Ltd. | | | 314,644 | | | | 2,258 | |
Torrent Power Ltd. | | | 1,584,518 | | | | 4,173 | |
VA Tech Wabag Ltd. | | | 110,868 | | | | 765 | |
| | | | | | | 238,502 | |
| | | | | | | | |
Indonesia 4.9% | | | | | | | | |
Astra International Tbk PT | | | 48,148,100 | | | | 29,445 | |
Bank Mandiri (Persero) Tbk PT, Series B | | | 11,700,754 | | | | 10,005 | |
Bank Rakyat Indonesia (Persero) Tbk PT | | | 12,830,700 | | | | 11,127 | |
Elang Mahkota Teknologi Tbk PT | | | 44,422,400 | | | | 32,890 | |
Matahari Department Store Tbk PT | | | 14,176,100 | | | | 15,825 | |
Surya Citra Media Tbk PT | | | 57,163,200 | | | | 11,856 | |
| | | | | | | 111,148 | |
| | | | | | | | |
Malaysia 0.7% | | | | | | | | |
Bumi Armada Bhd. | | | 25,922,401 | | | | 3,490 | |
IHH Healthcare Bhd. | | | 4,314,600 | | | | 6,108 | |
IJM Corp. Bhd. | | | 10,846,904 | | | | 7,736 | |
| | | | | | | 17,334 | |
| | | | | | | | |
Philippines 1.3% | | | | | | | | |
International Container Terminal Services, Inc. | | | 13,403,310 | | | | 19,298 | |
SM Investments Corp. | | | 820,740 | | | | 10,795 | |
| | | | | | | 30,093 | |
| | | | | | | | |
Singapore 1.2% | | | | | | | | |
Olam International Ltd. | | | 2,051,399 | | | | 2,789 | |
Yoma Strategic Holdings Ltd. | | | 62,241,405 | | | | 25,080 | |
| | | | | | | 27,869 | |
| | | | | | | | |
South Korea 3.7% | | | | | | | | |
AMOREPACIFIC Corp. | | | 21,659 | | | | 5,759 | |
BGFretail Co., Ltd. | | | 111,662 | | | | 7,538 | |
Hankook Tire Co., Ltd. | | | 299,617 | | | | 14,378 | |
Hyundai Motor Co. | | | 35,277 | | | | 4,238 | |
Kiwoom Securities Co., Ltd. | | | 100,034 | | | | 5,947 | |
LG Uplus Corp. | | | 83,499 | | | | 791 | |
Orion Corp. | | | 2,402 | | | | 1,300 | |
POSCO | | | 50,708 | | | | 10,719 | |
S-1 Corp. | | | 20,250 | | | | 1,469 | |
Samsung Electronics Co., Ltd. | | | 6,714 | | | | 9,920 | |
Samsung Electronics Co., Ltd. (GDR)2 | | | 19,202 | | | | 14,300 | |
Shinhan Financial Group Co., Ltd. | | | 217,502 | | | | 8,155 | |
| | | | | | | 84,514 | |
| | | | | | | | |
Taiwan 8.1% | | | | | | | | |
Advantech Co., Ltd. | | | 522,000 | | | | 4,095 | |
AirTAC International Group | | | 2,012,161 | | | | 15,950 | |
CTCI Corp. | | | 7,700,600 | | | | 11,621 | |
Delta Electronics, Inc. | | | 8,905,701 | | | | 43,648 | |
Emerging Markets Growth Fund | 9 |
Common stocks (continued) | | Shares | | | Value (000) | |
Asia-Pacific (continued) | | | | | | | | |
Taiwan (continued) | | | | | | | | |
Ginko International Co., Ltd. | | | 734,000 | | | $ | 7,586 | |
MediaTek, Inc. | | | 2,864,000 | | | | 19,104 | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 14,230,094 | | | | 79,689 | |
Vanguard International Semiconductor Corp. | | | 1,836,000 | | | | 3,183 | |
| | | | | | | 184,876 | |
| | | | | | | | |
Thailand 0.9% | | | | | | | | |
Bangkok Bank PCL, nonvoting depository receipts | | | 2,553,804 | | | | 11,340 | |
Central Pattana PCL | | | 4,232,100 | | | | 6,681 | |
Electricity Generating PCL | | | 470,000 | | | | 2,608 | |
| | | | | | | 20,629 | |
| | | | | | | | |
Total Asia-Pacific | | | | | | | 1,367,221 | |
| | | | | | | | |
Latin America 16.3% | | | | | | | | |
Argentina 0.2% | | | | | | | | |
Grupo Financiero Galicia SA, Class B | | | 5 | | | | — | |
YPF SA, Class D (ADR) | | | 216,569 | | | | 3,573 | |
| | | | | | | 3,573 | |
| | | | | | | | |
Brazil 9.3% | | | | | | | | |
Banco Bradesco SA, preferred nominative (ADR) | | | 2,363,947 | | | | 20,590 | |
BM&FBOVESPA SA — Bolsa de Valores, Mercadorias e Futuros, ordinary nominative | | | 1,435,200 | | | | 7,276 | |
CCR SA, ordinary nominative | | | 5,565,700 | | | | 27,292 | |
Hypermarcas SA, ordinary nominative | | | 3,082,400 | | | | 24,747 | |
Itaú Unibanco Holding SA, preferred nominative (ADR) | | | 2,321,444 | | | | 23,864 | |
Petróleo Brasileiro SA (Petrobras), ordinary nominative (ADR)1 | | | 3,587,000 | | | | 36,265 | |
Petróleo Brasileiro SA (Petrobras), preferred nominative (ADR)1 | | | 1,301,400 | | | | 11,465 | |
Vale SA, Class A, preferred nominative | | | 1,677,200 | | | | 12,028 | |
Vale SA, Class A, preferred nominative (ADR) | | | 5,812,396 | | | | 40,047 | |
Wilson Sons Ltd. (BDR) | | | 906,800 | | | | 9,334 | |
| | | | | | | 212,908 | |
| | | | | | | | |
Chile 1.4% | | | | | | | | |
Enel Américas SA | | | 9,689,523 | | | | 1,575 | |
Enel Américas SA (ADR) | | | 951,791 | | | | 7,814 | |
Enel Chile SA | | | 7,753,194 | | | | 718 | |
Enel Chile SA (ADR) | | | 909,491 | | | | 4,138 | |
Inversiones La Construcción SA | | | 1,339,721 | | | | 17,501 | |
| | | | | | | 31,746 | |
| | | | | | | | |
Mexico 4.1% | | | | | | | | |
América Móvil, SAB de CV, Series L (ADR) | | | 3,204,832 | | | | 40,285 | |
CEMEX, SAB de CV, ordinary participation certificates, units (ADR)1 | | | 2,174,522 | | | | 17,461 | |
Fibra Uno Administración, SA de CV REIT | | | 12,914,334 | | | | 19,786 | |
Fomento Económico Mexicano, SAB de CV | | | 365,300 | | | | 2,779 | |
Grupo Comercial Chedraui, SAB de CV, Class B | | | 918,600 | | | | 1,645 | |
Grupo Financiero Inbursa, SAB de CV | | | 2,133,794 | | | | 3,229 | |
Grupo Sanborns, SAB de CV, Series B1 | | | 1,764,300 | | | | 1,846 | |
Impulsora del Desarrollo y el Empleo en America Latina, SA de CV, Series B11 | | | 4,999,894 | | | | 6,705 | |
| | | | | | | 93,736 | |
10 | Emerging Markets Growth Fund |
Common stocks (continued) | | Shares | | | Value (000) | |
Latin America (continued) | | | | | | |
Peru 1.3% | | | | | | |
Credicorp Ltd. | | | 177,628 | | | $ | 28,040 | |
Graña y Montero SAA (ADR) | | | 405,800 | | | | 2,902 | |
| | | | | | | 30,942 | |
| | | | | | | | |
Total Latin America | | | | | | | 372,905 | |
| | | | | | | | |
Eastern Europe and Middle East 9.3% | | | | | | | | |
Oman 0.3% | | | | | | | | |
bank muscat SAOG | | | 5,855,402 | | | | 7,175 | |
| | | | | | | | |
Russia 7.5% | | | | | | | | |
Alrosa PJSC | | | 22,218,619 | | | | 35,256 | |
Baring Vostok Private Equity Fund III, LP1,3,4,5,6 | | | 24,981,597 | | | | 16,898 | |
Baring Vostok Private Equity Fund IV, LP3,4,5,6 | | | 22,088,495 | | | | 14,463 | |
Baring Vostok Fund IV Supplemental Fund, LP3,4,5,6 | | | 39,302,641 | | | | 20,088 | |
Global Ports Investments PLC (GDR)1 | | | 1,030,115 | | | | 4,115 | |
Globaltrans Investment PLC (GDR) | | | 532,104 | | | | 3,368 | |
Magnit PJSC | | | 15,820 | | | | 2,836 | |
Magnit PJSC (GDR) | | | 362,533 | | | | 15,975 | |
MegaFon PJSC (GDR) | | | 193,400 | | | | 1,826 | |
Moscow Exchange MICEX-RTS PJSC | | | 7,830,361 | | | | 16,024 | |
New Century Capital Partners, LP1,3,5 | | | 5,247,900 | | | | 729 | |
Rosneft Oil Co. PJSC (GDR) | | | 949,081 | | | | 6,154 | |
Sberbank of Russia PJSC | | | 3,416,218 | | | | 9,641 | |
Sberbank of Russia PJSC (ADR) | | | 1,592,700 | | | | 18,443 | |
Yandex NV, Class A1 | | | 310,125 | | | | 6,243 | |
| | | | | | | 172,059 | |
| | | | | | | | |
Turkey 1.0% | | | | | | | | |
Akbank TAS | | | 7,303,664 | | | | 16,181 | |
Aktaş Elektrik Ticaret AŞ1 | | | 4,273 | | | | — | |
Türkiye Petrol Rafinerileri AŞ | | | 275,633 | | | | 5,527 | |
| | | | | | | 21,708 | |
| | | | | | | | |
United Arab Emirates 0.5% | | | | | | | | |
DP World Ltd. | | | 576,109 | | | | 10,088 | |
First Gulf Bank PJSC | | | 532,036 | | | | 1,861 | |
| | | | | | | 11,949 | |
| | | | | | | | |
Total Eastern Europe and Middle East | | | | | | | 212,891 | |
| | | | | | | | |
Africa 5.5% | | | | | | | | |
South Africa 5.5% | | | | | | | | |
Discovery Ltd. | | | 2,387,832 | | | | 19,895 | |
Mr Price Group Ltd. | | | 364,312 | | | | 4,213 | |
MTN Group Ltd. | | | 2,037,090 | | | | 18,607 | |
Naspers Ltd., Class N | | | 423,062 | | | | 61,642 | |
Shoprite Holdings Ltd. | | | 1,060,129 | | | | 13,229 | |
Telkom SA SOC Ltd. | | | 1,256,315 | | | | 6,764 | |
| | | | | | | | |
Total Africa | | | | | | | 124,350 | |
Emerging Markets Growth Fund | 11 |
Common stocks (continued) | | Shares | | | Value (000) | |
Other markets 5.7% | | | | | | | | |
Canada 0.3% | | | | | | | | |
First Quantum Minerals Ltd. | | | 714,001 | | | $ | 7,100 | |
| | | | | | | | |
Denmark 1.3% | | | | | | | | |
Carlsberg A/S, Class B | | | 329,641 | | | | 28,448 | |
| | | | | | | | |
Italy 0.3% | | | | | | | | |
Tenaris SA (ADR) | | | 210,200 | | | | 7,506 | |
| | | | | | | | |
Switzerland 0.3% | | | | | | | | |
Dufry AG1 | | | 61,457 | | | | 7,663 | |
| | | | | | | | |
United Kingdom 1.0% | | | | | | | | |
Lonmin PLC1 | | | 1,025,066 | | | | 1,784 | |
PZ Cussons PLC | | | 2,103,120 | | | | 8,645 | |
Sedibelo Platinum Mines Ltd.1 | | | 17,665,800 | | | | 11,106 | |
| | | | | | | 21,535 | |
| | | | | | | | |
United States of America 2.5% | | | | | | | | |
AES Corp. | | | 1,083,700 | | | | 12,592 | |
Cobalt International Energy, Inc.1 | | | 1,771,255 | | | | 2,161 | |
MercadoLibre, Inc. | | | 112,912 | | | | 17,630 | |
Samsonite International SA | | | 8,523,300 | | | | 24,249 | |
| | | | | | | 56,632 | |
| | | | | | | | |
Total other markets | | | | | | | 128,884 | |
| | | | | | | | |
Multinational 0.1% | | | | | | | | |
Capital International Private Equity Fund IV, LP1,3,4,5,6 | | | 50,790,701 | | | | 2,286 | |
International Hospital Corp. Holding NV, Class A1,3,4 | | | 609,873 | | | | 402 | |
| | | | | | | | |
Total Multinational | | | | | | | 2,688 | |
| | | | | | | | |
Total common stocks (cost: $1,892,138,000) | | | | | | | 2,208,939 | |
| | | | | | | | |
| | | | | | | | |
Warrants 1.1% | | | | | | | | |
Eastern Europe and Middle East 1.1% | | | | | | | | |
Saudi Arabia 1.1% | | | | | | | | |
Savola Group Co., warrants, expire 20172 | | | 2,410,392 | | | | 25,776 | |
| | | | | | | | |
Asia-Pacific 0.0% | | | | | | | | |
Singapore 0.0% | | | | | | | | |
Olam International Ltd., warrants, expire 20181 | | | 570,012 | | | | 148 | |
| | | | | | | | |
Total warrants (cost: $26,212,000) | | | | | | | 25,924 | |
| | | | | | | | |
Convertible preferred stocks 0.0% | | | | | | | | |
Multinational 0.0% | | | | | | | | |
International Hospital Corp. Holding NV, Series B, cumulative convertible preferred1,3,4 | | | 622,354 | | | | 411 | |
| | | | | | | | |
Total convertible preferred stocks (cost: $3,504,000) | | | | | | | 411 | |
| | | | | | | | |
12 | Emerging Markets Growth Fund |
Bonds & notes 0.1% | | Principal amount (000) | | | | Value (000) | |
Latin America 0.1% | | | | | | | | |
Brazil 0.1% | | | | | | | | |
Brazil (Federal Republic of), Series F, 10.00% 2027 | | BRL | 9 | | | $ | 2,439 | |
| | | | | | | | |
Total bonds & notes (cost: $2,415,000) | | | | | | | 2,439 | |
| | | | | | | | |
Convertible bonds 0.0% | | | | | | | | |
Asia-Pacific 0.0% | | | | | | | | |
China 0.0% | | | | | | | | |
Fu Ji Food and Catering Services Holdings Ltd., 0.00% convertible notes, 20207 | | CNY | 97,700 | | | | — | |
| | | | | | | | |
Total convertible bonds (cost: $0) | | | | | | | — | |
| | | | | | | | |
Short-term securities 1.7% | | | | | | | | |
Commercial paper 1.7% | | | | | | | | |
Bank of Tokyo-Mitsubishi UFJ Ltd. 0.63% due 1/6/2017 | | $ | 2,400 | | | | 2,400 | |
Victory Receivables Corp. 0.80% due 1/13/2017 | | | 36,100 | | | | 36,092 | |
| | | | | | | | |
Total short-term securities (cost: $38,490,000) | | | | | | | 38,492 | |
Total investment securities 99.6% (cost: $1,962,759,000) | | | | | | | 2,276,205 | |
Other assets less liabilities 0.4% | | | | | | | 8,703 | |
| | | | | | | | |
Net assets 100.0% | | | | | | $ | 2,284,908 | |
| | | | | | | | |
Emerging Markets Growth Fund | 13 |
Investments in affiliates
If the fund owns more than 5% of the outstanding voting securities of an issuer, the fund’s investment in that issuer represents an investment in an affiliate as defined in the Investment Company Act of 1940. In addition, Capital International Private Equity Fund IV, LP is considered an affiliate since this issuer has the same investment adviser as the fund. A summary of the fund’s transactions in the securities of affiliated issuers during the six months ended December 31, 2016, is as follows:
Issuer | | Beginning shares | | | Additions | | | Reductions | | | Ending shares | | | Dividend and interest income (000) | | | Value of affiliates at 12/31/2016 (000) | |
Baring Vostok Private Equity Fund III1,8 | | | 24,981,597 | | | | — | | | | — | | | | 24,981,597 | | | $ | — | | | $ | 16,898 | |
Baring Vostok Capital Partners IV8 | | | 59,722,712 | | | | 1,668,424 | | | | — | | | | 61,391,136 | | | | 705 | | | | 34,551 | |
Capital International Private Equity Fund IV1,8 | | | 50,790,701 | | | | — | | | | — | | | | 50,790,701 | | | | — | | | | 2,286 | |
International Hospital1 | | | 1,232,227 | | | | — | | | | — | | | | 1,232,227 | | | | — | | | | 813 | |
Baring Vostok Private Equity Fund1,9 | | | 11,783,118 | | | | — | | | | 11,783,118 | | | | — | | | | — | | | | — | |
Pan-African Investment Partners II1,9 | | | 3,800 | | | | — | | | | 3,800 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | $ | 705 | | | $ | 54,548 | |
1 | Security did not produce income during the last 12 months. |
2 | Acquired in a transaction exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933 (not including purchases of securities that were publicly offered in the primary local market but were not registered under U.S. securities laws). May be resold in the U.S. in transactions exempt from registration, normally to qualified institutional buyers. The total value of all such securities was $43,353,000, which represented 1.90% of the net assets of the fund. |
3 | Acquired through a private placement transaction exempt from registration under the Securities Act of 1933. May be subject to legal or contractual restrictions on resale. Further details on these holdings appear below. |
4 | This issuer represents investment in an affiliate as defined in the Investment Company Act of 1940. This definition includes, but is not limited to, issuers in which the fund owns more than 5% of the outstanding voting securities. Capital International Private Equity Fund IV, LP is also considered an affiliate since this issuer has the same investment adviser as the fund. |
5 | Cost and market value do not include prior distributions to the fund from income or proceeds realized from securities held by the private equity fund. Therefore, the cost and market value may not be indicative of the private equity fund’s performance. For private equity funds structured as limited partnerships, shares are not applicable and therefore the fund’s interest in the partnerships is reported. |
6 | Excludes an unfunded capital commitment representing an agreement which obligates the fund to meet capital calls in the future. Capital calls can only be made if and when certain requirements have been fulfilled; thus, the timing and the amount of such capital calls cannot readily be determined. (Note 3) |
7 | Scheduled interest and/or principal payment was not received. |
8 | For private equity funds structured as limited partnerships, shares are not applicable and therefore the fund’s interest in the partnerships is reported. |
9 | Unaffiliated issuer at 12/31/2016. |
Private placement securities | | Acquisition date | | Cost (000) | | | Value (000) | | | Percent of net assets | |
Baring Vostok Fund IV Supplemental Fund, LP | | 10/8/2007 | | $ | 36,134 | | | $ | 20,088 | | | | .88 | % |
Baring Vostok Private Equity Fund III, LP | | 3/30/2005 | | | 19,026 | | | | 16,898 | | | | .74 | |
Baring Vostok Private Equity Fund IV, LP | | 4/25/2007 | | | 19,221 | | | | 14,463 | | | | .63 | |
Capital International Private Equity Fund IV, LP | | 3/29/2005 | | | 8,607 | | | | 2,286 | | | | .10 | |
International Hospital Corp. Holding NV, Class A | | 9/25/1997 | | | 8,011 | | | | 402 | | | | .02 | |
International Hospital Corp. Holding NV, Series B, cumulative convertible preferred | | 2/12/2007 | | | 3,504 | | | | 411 | | | | .02 | |
New Century Capital Partners, LP | | 12/7/1995 | | | — | | | | 729 | | | | .03 | |
| | | | | | | | | | | | | | |
Total private placement securities | | | | $ | 94,503 | | | $ | 55,277 | | | | 2.42 | % |
Key to abbreviations
ADR — American Depositary Receipts
BDR — Brazilian Depositary Receipts
BRL — Brazilian reais
CNY — Chinese yuan
GDR — Global Depositary Receipts
See Notes to Financial Statements
14 | Emerging Markets Growth Fund |
Financial statements
Statement of assets and liabilities at December 31, 2016 | unaudited |
| (dollars in thousands, except per-share amounts) |
Assets: | | | | | | |
Investment securities, at value: | | | | | | | | |
Unaffiliated issuers (cost: $1,868,256) | | $ | 2,221,657 | | | | | |
Affiliated issuers (cost: $94,503) | | | 54,548 | | | $ | 2,276,205 | |
Cash | | | | | | | 234 | |
Cash denominated in non-U.S. currency (cost: $14,366) | | | | | | | 14,355 | |
Receivables for: | | | | | | | | |
Sales of investments | | | 5,970 | | | | | |
Sales of fund’s shares | | | 11 | | | | | |
Dividends and interest | | | 2,941 | | | | | |
Non-U.S. taxes | | | 2,040 | | | | 10,962 | |
| | | | | | | 2,301,756 | |
Liabilities: | | | | | | | | |
Payables for: | | | | | | | | |
Investment advisory services | | | 1,506 | | | | | |
Directors’ compensation | | | 1,846 | | | | | |
Repurchase of fund’s shares | | | 13,434 | | | | | |
Other accrued expenses | | | 62 | | | | 16,848 | |
| | | | | | | 16,848 | |
Net assets at December 31, 2016: | | | | | | | | |
Equivalent to $6.04 per share on 378,323,812 shares of $0.01 par value capital stock outstanding (authorized capital stock – 2,000,000,000 shares) | | | | | | $ | 2,284,908 | |
| | | | | | | | |
Net assets consist of: | | | | | | | | |
Capital paid in on shares of stock | | | | | | $ | 2,386,408 | |
Distributions in excess of net investment income | | | | | | | (34,995 | ) |
Accumulated net realized loss | | | | | | | (379,542 | ) |
Net unrealized appreciation | | | | | | | 313,037 | |
Net assets at December 31, 2016 | | | | | | $ | 2,284,908 | |
See Notes to Financial Statements
Emerging Markets Growth Fund | 15 |
Statement of operations for the six months ended December 31, 2016 | unaudited |
| (dollars in thousands) |
Investment income: | | | | | | | | |
Income: | | | | | | | | |
Dividends (net of non-U.S. withholding tax of $939; also includes $669 from affiliates) | | $ | 17,985 | | | | | |
Interest (also includes $36 from affiliates) | | | 434 | | | $ | 18,419 | |
Fees and expenses: | | | | | | | | |
Investment advisory services | | | 9,745 | | | | | |
Custodian | | | 371 | | | | | |
Registration statement and prospectus | | | 39 | | | | | |
Auditing and legal | | | 120 | | | | | |
Reports to shareholders | | | 20 | | | | | |
Directors’ compensation | | | 333 | | | | | |
Other | | | 163 | | | | | |
Total fees and expenses before expense reduction | | | 10,791 | | | | | |
Less custodian expense reduction | | | 4 | | | | | |
Total fees and expenses after expense reduction | | | | | | | 10,787 | |
Net investment income | | | | | | | 7,632 | |
| | | | | | | | |
Net realized loss and unrealized appreciation: | | | | | | | | |
Net realized (loss) gain on: | | | | | | | | |
Investments (includes $6,444 loss from affiliates) | | | (12,023 | ) | | | | |
Forward currency contracts | | | 230 | | | | | |
Currency transactions | | | (1,817 | ) | | | (13,610 | ) |
Net unrealized appreciation on: | | | | | | | | |
Investments | | | 97,100 | | | | | |
Currency translations | | | 578 | | | | 97,678 | |
Net realized loss and unrealized appreciation | | | | | | | 84,068 | |
Net increase in net assets resulting from operations | | | | | | $ | 91,700 | |
Statements of changes in net assets | |
| (dollars in thousands) |
| | Six months ended December 31, 2016* | | Year ended June 30, 2016 |
Operations: | | | | | | | | |
Net investment income | | $ | 7,632 | | | $ | 51,396 | |
Net realized loss | | | (13,610 | ) | | | (247,691 | ) |
Net unrealized appreciation (depreciation) | | | 97,678 | | | | (434,045 | ) |
Net increase (decrease) in net assets resulting from operations | | | 91,700 | | | | (630,340 | ) |
| | | | | | | | |
Dividends from net investment income | | | (26,132 | ) | | | (105,314 | ) |
| | | | | | | | |
Capital share transactions: | | | | | | | | |
Proceeds from shares sold: 3,107,430 and 27,608,418 shares, respectively | | | 19,316 | | | | 161,529 | |
Proceeds from shares issued in reinvestment of net investment income dividends: 1,930,310 and 12,044,439 shares, respectively | | | 11,447 | | | | 67,449 | |
Capital shares issued in connection with merger: 0 and 56,285,214 shares, respectively | | | — | | | | 345,592 | |
Cost of shares repurchased: 89,129,053 and 242,623,631 shares, respectively | | | (550,935 | ) | | | (1,392,796 | ) |
Cost of shares repurchased in connection with in-kind redemption: 0 and 56,909,781 shares, respectively | | | — | | | | (327,510 | ) |
Net decrease in net assets resulting from capital share transactions | | | (520,172 | ) | | | (1,145,736 | ) |
| | | | | | | | |
Total decrease in net assets | | | (454,604 | ) | | | (1,881,390 | ) |
| | | | | | | | |
Net assets: | | | | | | | | |
Beginning of period | | | 2,739,512 | | | | 4,620,902 | |
End of period (including distributions in excess of net investment income: $(34,995) and $(16,495), respectively) | | $ | 2,284,908 | | | $ | 2,739,512 | |
See Notes to Financial Statements
16 | Emerging Markets Growth Fund |
Notes to financial statements
1. Organization
Emerging Markets Growth Fund, Inc. (the “fund”) is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks long-term growth of capital and invests primarily in common stock and other equity securities of issuers in developing countries.
2. Significant accounting policies
The fund is an investment company that applies the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting Standards Board. The fund’s financial statements have been prepared to comply with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. Subsequent events, if any, have been evaluated through the date of issuance in the preparation of the financial statements. The fund follows the significant accounting policies described below, as well as the valuation policies described in the next section on valuation.
Security transactions and related investment income — Security transactions are recorded by the fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. In the event a security is purchased with a delayed payment date, the fund will segregate liquid assets sufficient to meet its payment obligations. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Market discounts, premiums and original issue discounts on fixed-income securities are amortized daily over the expected life of the security.
Dividends and distributions to shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date.
Currency translation — Assets and liabilities, including investment securities, denominated in currencies other than U.S. dollars are translated into U.S. dollars at the exchange rates supplied by one or more pricing vendors on the valuation date. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. The effects of changes in exchange rates on investment securities are included with the net realized gain or loss and net unrealized appreciation or depreciation on investments on the fund’s statement of operations. The realized gain or loss and unrealized appreciation or depreciation resulting from all other transactions denominated in currencies other than U.S. dollars are disclosed separately.
Shares issued and redeemed — The fund intends to issue shares in exchange for cash and redeem shares in cash, however, the investment adviser, at its discretion, may accept securities in exchange of fund shares or pay a redemption in whole or in part by a distribution of the fund’s portfolio securities. An issuance or redemption of shares “in-kind” is based upon the closing value of the securities as of the trade date. Realized gains/losses, if any, resulting from redemptions of shares in-kind are reflected separately in the statement of operations.
3. Valuation
Capital International, Inc., the fund’s investment adviser, values the fund’s investments at fair value as defined by U.S. GAAP. The net asset value of the fund is generally determined as of approximately 4:00 p.m. New York time each day the New York Stock Exchange is open.
Methods and inputs — The fund’s investment adviser uses the following methods and inputs to establish the fair value of the fund’s assets and liabilities. Use of particular methods and inputs may vary over time based on availability and relevance as market and economic conditions evolve.
Equity securities are generally valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market on which the security trades.
Fixed-income securities, including short-term securities, are generally valued at prices obtained from one or more pricing vendors. Vendors value such securities based on one or more of the inputs described in the following table. The table provides examples of inputs that are commonly relevant for valuing particular classes of fixed-income securities in which the fund is authorized to invest. However, these classifications are not exclusive and any of the inputs may be used to value any other class of fixed-income security.
Emerging Markets Growth Fund | 17 |
Fixed income class | Examples of standard inputs |
All | Benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, spreads and other relationships observed in the markets among comparable securities; and proprietary pricing models such as yield measures calculated using factors such as cash flows, financial or collateral performance and other reference data (collectively referred to as “standard inputs”) |
Corporate bonds & notes; convertible securities | Standard inputs and underlying equity of the issuer |
Bonds & notes of governments & government agencies | Standard inputs and interest rate volatilities |
When the fund’s investment adviser deems it appropriate to do so (such as when vendor prices are unavailable or not deemed to be representative), fixed-income securities will be valued in good faith at the mean quoted bid and ask prices that are reasonably and timely available (or bid prices, if ask prices are not available) or at prices for securities of comparable maturity, quality and type.
Securities with both fixed-income and equity characteristics, or equity securities traded principally among fixed-income dealers, are generally valued in the manner described for either equity or fixed-income securities, depending on which method is deemed most appropriate by the fund’s investment adviser. Forward currency contracts are valued at the mean of representative quoted bid and ask prices, generally based on prices supplied by one or more pricing vendors.
Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the fund’s investment adviser are fair valued as determined in good faith under fair valuation guidelines adopted by authority of the fund’s board of directors as further described. The investment adviser follows fair valuation guidelines, consistent with U.S. Securities and Exchange Commission rules and guidance, to consider relevant principles and factors when making fair value determinations. The investment adviser considers relevant indications of value that are reasonably and timely available to it in determining the fair value to be assigned to a particular security, such as the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. In addition, the closing prices of equity securities that trade in markets outside U.S. time zones may be adjusted to reflect significant events that occur after the close of local trading but before the net asset value of the fund is determined. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred.
Processes and structure — The fund’s board of directors has delegated authority to the fund’s investment adviser to make fair value determinations, subject to board oversight. The investment adviser has established a Joint Fair Valuation Committee (the “Fair Valuation Committee”) to administer, implement and oversee the fair valuation process, and to make fair value decisions. The Fair Valuation Committee regularly reviews its own fair value decisions, as well as decisions made under its standing instructions to the investment adviser’s valuation teams. The Fair Valuation Committee reviews changes in fair value measurements from period to period and may, as deemed appropriate, update the fair valuation guidelines to better reflect the results of back testing and address new or evolving issues. The Fair Valuation Committee reports any changes to the fair valuation guidelines to the audit committee with supplemental information to support the changes. The fund’s audit committee also regularly reviews reports that describe fair value determinations and methods.
The fund’s investment adviser has also established a Fixed-Income Pricing Review Group to administer and oversee the fixed-income valuation process, including the use of fixed-income pricing vendors. This group regularly reviews pricing vendor information and market data. Pricing decisions, processes and controls over security valuation are also subject to additional internal reviews, including an annual control self-evaluation program facilitated by the investment adviser’s compliance group.
Classifications — The fund’s investment adviser classifies the fund’s assets and liabilities into three levels based on the inputs used to value the assets or liabilities. Level 1 values are based on quoted prices in active markets for identical securities. Level 2 values are based on significant observable market inputs, such as quoted prices for similar securities and quoted prices in inactive markets. Certain securities trading outside the U.S. may transfer between Level 1 and Level 2 due to valuation
18 | Emerging Markets Growth Fund |
adjustments resulting from significant market movements following the close of local trading. Level 3 values are based on significant unobservable inputs that reflect the investment adviser’s determination of assumptions that market participants might reasonably use in valuing the securities. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. For example, U.S. government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market. The following table presents the fund’s valuation levels as of December 31, 2016 (dollars in thousands):
| | Investment securities | |
| | Level 1 | | | Level 21 | | | Level 31 | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Common stocks: | | | | | | | | | | | | | | | | |
Asia-Pacific | | $ | 130,777 | | | $ | 1,236,444 | | | $ | — | | | $ | 1,367,221 | |
Latin America | | | 372,905 | | | | — | | | | — | | | | 372,905 | |
Eastern Europe and Middle East | | | 24,686 | | | | 136,027 | | | | 52,178 | | | | 212,891 | |
Africa | | | — | | | | 124,350 | | | | — | | | | 124,350 | |
Other markets | | | 46,989 | | | | 70,789 | | | | 11,106 | | | | 128,884 | |
Multinational | | | — | | | | — | | | | 2,688 | | | | 2,688 | |
Warrants | | | — | | | | 25,776 | | | | 148 | | | | 25,924 | |
Convertible preferred stocks | | | — | | | | — | | | | 411 | | | | 411 | |
Bonds & notes | | | — | | | | 2,439 | | | | — | | | | 2,439 | |
Short-term securities | | | — | | | | 38,492 | | | | — | | | | 38,492 | |
Total | | $ | 575,357 | | | $ | 1,634,317 | | | $ | 66,531 | | | $ | 2,276,205 | |
1 | Level 2 and Level 3 include investment securities with an aggregate value of $1,659,917,000, which represented 72.65% of the net assets of the fund, that were fair valued under guidelines adopted by authority of the fund’s board of directors. Of this amount, securities with an aggregate value of $1,545,786,000, which represented 67.65% of the net assets of the fund, were fair valued as a result of significant market movements following the close of local trading and, therefore, classified as Level 2. |
The following table reconciles the valuation of the fund’s Level 3 investment securities and related transactions during the six months ended December 31, 2016 (dollars in thousands):
| | Beginning value at 7/1/2016 | | | Gross transfers into Level 32 | | | Purchases | | | Sales | | | Net realized gain (loss)3 | | | Net unrealized appreciation (depreciation)3 | | | Gross transfers out of Level 32 | | | Ending value at 12/31/2016 | |
Private equity funds | | $ | 51,716 | | | $ | — | | | $ | 1,668 | | | $ | (4,842 | ) | | $ | (5,679 | ) | | $ | 11,601 | | | $ | — | | | $ | 54,464 | |
Other securities4 | | | 14,610 | | | | 185 | | | | — | | | | (2,159 | ) | | | 1,026 | | | | (1,595 | ) | | | — | | | | 12,067 | |
Total | | $ | 66,326 | | | $ | 185 | | | $ | 1,668 | | | $ | (7,001 | ) | | $ | (4,653 | ) | | $ | 10,006 | | | $ | — | | | $ | 66,531 | |
Net unrealized depreciation during the period on Level 3 investment securities held at December 31, 2016 (dollars in thousands): $5,129
2 | Transfers into and out of Level 3 are based on the beginning market value of the quarter in which they occurred. |
3 | Net realized gain (loss) and unrealized appreciation (depreciation) are included in the related amounts on investments in the statement of operations. |
4 | Represents less than 1% of portfolio securities as of December 31, 2016. |
The fund owns an interest in multiple private equity funds, which are considered alternative investments and are classified as Level 3 investment securities. The private equity funds are fair valued using the net asset value based on the fund’s financial statements adjusted for known company or market events, updated market pricing for underlying securities, and/or fund transactions (i.e., drawdowns and distributions) and may include other unobservable inputs.
The other unobservable inputs used in the fair value measurements of the fund’s private equity investments are directional adjustments based on relevant market data (such as significant movement of a country-specific exchange-traded fund or index after the financial statement date of the private equity fund). Significant increases (decreases) of these inputs could result in significantly higher (lower) fair valuation. There were no other unobservable inputs as of December 31, 2016.
Emerging Markets Growth Fund | 19 |
The following table lists the characteristics of the alternative investments held by the fund as of December 31, 2016 (dollars in thousands):
| | Investment | | | | Unfunded | | Remaining | | Redemption | | Unobservable | | |
Investment type | | strategy | | Fair value | | commitment* | | life† | | terms | | input(s) | | Range |
Private equity funds | | Primarily private sector equity invest- ments (i.e., expansion capital, buyouts) in emerging markets | | $54,464 | | $6,884 | | ≤0 to 2 years | | Redemptions are not permitted. These funds distribute proceeds from the liquidation of underlying assets of the funds. | | Market index adjustment | | 0 to 11% |
* | Unfunded capital commitments represent agreements which obligate the fund to meet capital calls in the future. Payment would be made when a capital call is requested. Capital calls can only be made if and when certain requirements have been fulfilled; thus, the timing of such capital calls cannot readily be determined. |
† | Represents the remaining life of the fund term or the estimated period of liquidation. |
4. Risk factors
Investing in the fund may involve certain risks including, but not limited to, those described below:
Market conditions — The prices of, and the income generated by, the common stocks and other securities held by the fund may decline – sometimes rapidly or unpredictably – due to various factors, including events or conditions affecting the general economy or particular industries; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency exchange rate, interest rate and commodity price fluctuations.
Issuer risks — The prices of, and the income generated by, securities held by the fund may decline in response to various factors directly related to the issuers of such securities, including reduced demand for an issuer’s goods or services, poor management performance and strategic initiatives such as mergers, acquisitions or dispositions and the market response to any such initiatives.
Investing in growth-oriented stocks — Growth-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) may involve larger price swings and greater potential for loss than other types of investments. These risks may be even greater in the case of smaller capitalization stocks.
Investing outside the U.S. — Securities of issuers domiciled outside the U.S., or with significant operations or revenues outside the U.S., may lose value because of adverse political, social, economic or market developments (including social instability, regional conflicts, terrorism and war) in the countries or regions in which the issuers operate or generate revenue. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Issuers of these securities may be more susceptible to actions of foreign governments, such as the imposition of price controls or punitive taxes, that could adversely impact the value of these securities. Securities markets in certain countries may be more volatile and/ or less liquid than those in the U.S. Investments outside the U.S. may also be subject to different accounting practices and different regulatory, legal and reporting standards and practices, and may be more difficult to value, than those in the U.S. In addition, the value of investments outside the U.S. may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further, there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the U.S. may be heightened in connection with investments in developing countries.
Investing in developing countries — Investing in countries with developing economies and/or markets may involve risks in addition to and greater than those generally associated with investing in the securities markets of developed countries. For instance, developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile
20 | Emerging Markets Growth Fund |
and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Less certainty with respect to security valuations may lead to additional challenges and risks in calculating the fund’s net asset value. Additionally, there may be increased settlement risks for transactions in local securities.
Management — The investment adviser to the fund actively manages the fund’s investments. Consequently, the fund is subject to the risk that the methods and analyses employed by the investment adviser in this process may not produce the desired results. This could cause the fund to lose value or its investment results to lag relevant benchmarks or other funds with similar objectives.
5. Certain investment techniques
Forward currency contracts — The fund has entered into open over-the-counter (“OTC”) forward currency contracts, which represent agreements to exchange currencies on specific future dates at predetermined rates. The fund’s investment adviser uses forward currency contracts to manage the fund’s exposure to changes in exchange rates. Upon entering into these contracts, risks may arise from the potential inability of counterparties to meet the terms of their contracts and from possible movements in exchange rates.
On a daily basis, forward currency contracts are valued and unrealized appreciation or depreciation for open forward currency contracts is recorded in the fund’s statement of assets and liabilities. Realized gains or losses are recorded at the time the forward currency contract is closed or offset by another contract with the same broker for the same settlement date and currency.
Closed forward currency contracts that have not reached their settlement date are included in the respective receivables or payables for closed forward currency contracts in the fund’s statement of assets and liabilities. Net realized gains or losses from closed forward currency contracts and net unrealized appreciation or depreciation from open forward currency contracts are recorded in the fund’s statement of operations and statements of changes in net assets. As of December 31, 2016, the fund did not have any OTC forward currency contracts. The average month-end notional amount of open OTC forward currency contracts while held was $23,761,000.
6. Taxation and distributions
Federal income taxation — The fund complies with the requirements under Subchapter M of the Internal Revenue Code applicable to regulated investment companies and intends to distribute substantially all of its net taxable income and net capital gains each year. The fund is not subject to income taxes to the extent such distributions are made. Therefore, no federal income tax provision is required.
As of and during the six months ended December 31, 2016, the fund did not have a liability for any unrecognized tax benefits. The fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the period, the fund did not incur any interest or penalties.
The fund is not subject to examination by U.S. federal tax authorities for tax years before 2012, by state authorities for tax years before 2011 and by tax authorities outside the U.S. for tax years before 2009.
Non-U.S. taxation — Dividend and interest income are recorded net of non-U.S. taxes paid. The fund may file withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. As a result of rulings from European courts, the fund filed for additional reclaims related to prior years. These reclaims are recorded when the amount is known and there are no significant uncertainties on collectability. Gains realized by the fund on the sale of securities in certain countries are subject to non-U.S. taxes. The fund records an estimated deferred tax liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities.
Distributions — Distributions paid to shareholders are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains for financial reporting purposes. These differences are due primarily to different treatment for items such as currency gains and losses; short-term capital gains and losses; capital losses related to sales of certain securities within 30 days of purchase; cost of investments sold; unrealized appreciation of certain investments in securities outside the U.S; and income on certain investments.
Emerging Markets Growth Fund | 21 |
The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund for financial reporting purposes. For the six months ended December 31, 2016, the tax character of distributions paid to shareholders was ordinary income in the amount of $26,132,000. For the year ended June 30, 2016, the tax character of distribution paid to shareholders was ordinary income in the amount of $105,314,000.
The components of distributable earnings on a tax basis are reported as of the fund’s most recent year-end. As of June 30, 2016, the components of distributable earnings on a tax basis were as follows (dollars in thousands):
Undistributed ordinary income | | $ | 23,326 | |
Capital loss carryforward* | | | (317,970 | ) |
*The capital loss carryforward will be used to offset any capital gains realized by the fund in the current year or in subsequent years. The fund will not make distributions from capital gains while a capital loss carryforward remains.
As of December 31, 2016, the tax basis unrealized appreciation (depreciation) and cost of investments securities were as follows (dollars in thousands):
Gross unrealized appreciation on investment securities | | $ | 493,017 | |
Gross unrealized depreciation on investment securities | | | (238,888 | ) |
Net unrealized appreciation on investment securities | | | 254,129 | |
Cost of investment securities | | | 2,022,076 | |
7. Fees and transactions with related parties
Capital International, Inc. (the “Adviser”) is the fund’s investment adviser. American Funds Distributors,® Inc. (“AFD”), the fund’s principal underwriter, is affiliated with the Adviser. The Adviser and AFD are considered related parties to the fund.
Investment advisory services — The fund has an Investment Advisory and Service Agreement with the Adviser that provides for monthly management fees determined on the last business day of each calendar week and month. The Adviser is wholly owned by Capital Group International, Inc., which is indirectly wholly owned by The Capital Group Companies,SM Inc. These fees are based on a series of decreasing annual rates beginning with 0.90% on the first $400 million of the fund’s net assets and decreasing to 0.52% on such assets in excess of $20 billion. For the six months ended December 31, 2016, the investment advisory services fee was $9,745,000, which was equivalent to an annualized rate of 0.74% of average daily net assets.
Distribution services — The fund has a principal underwriting agreement with AFD. AFD does not receive compensation for any sale of the fund’s shares.
Directors’ compensation — Directors who are unaffiliated with the Adviser may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in shares of the fund or the American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Directors’ compensation shown on the accompanying financial statements includes $212,000 in current fees (either paid in cash or deferred) and a net increase of $121,000 in the value of the deferred amounts.
Affiliated officers and directors — Officers and certain directors of the fund are or may be considered to be affiliated with the Adviser. No affiliated officers or directors received any compensation directly from the fund.
8. Investment transactions and other disclosures
The fund made purchases and sales of investment securities, excluding short-term securities, of $745,418,000 and $1,212,624,000, respectively, during the six months ended December 31, 2016.
The fund receives an expense reduction in its custodian fee equal to the amount of interest calculated on certain cash balances held at the custodian bank. For the six months ended December 31, 2016, the custodian fee of $371,000 was reduced by $4,000.
22 | Emerging Markets Growth Fund |
Financial highlights
| | Six months ended | | Year ended June 30 | |
| | 12/31/161,2 | | 2016 | | | 20153 | | | 2014 | | | 2013 | | | 2012 | |
Net asset value, beginning of period | | | $ | 5.92 | | | $ | 6.94 | | | $ | 7.97 | | | $ | 7.45 | | | $ | 7.39 | | | $ | 9.93 | |
Income (loss) from investment operations4: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | | .02 | | | | .08 | | | | .08 | | | | .07 | | | | .12 | | | | .17 | |
Net realized and unrealized gain (loss) on investments | | | | .17 | | | | (.93 | ) | | | (.71 | ) | | | .86 | | | | .19 | | | | (2.33 | ) |
Total from investment operations | | | | .19 | | | | (.85 | ) | | | (.63 | ) | | | .93 | | | | .31 | | | | (2.16 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Less dividends and distributions: | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | | (.07 | ) | | | (.17 | ) | | | (.14 | ) | | | (.10 | ) | | | (.21 | ) | | | (.12 | ) |
Distributions from net realized gains | | | | — | | | | — | | | | (.26 | ) | | | (.31 | ) | | | (.04 | ) | | | (.26 | ) |
Total dividends and distributions | | | | (.07 | ) | | | (.17 | ) | | | (.40 | ) | | | (.41 | ) | | | (.25 | ) | | | (.38 | ) |
Net asset value, end of period | | | $ | 6.04 | | | $ | 5.92 | | | $ | 6.94 | | | $ | 7.97 | | | $ | 7.45 | | | $ | 7.39 | |
Total return | | | | 3.21 | %5 | | | (12.09 | )% | | | (7.71 | )% | | | 12.69 | % | | | 3.95 | % | | | (21.69 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in millions) | | | $ | 2,285 | | | $ | 2,740 | | | $ | 4,621 | | | $ | 6,526 | | | $ | 9,564 | | | $ | 11,851 | |
Ratio of expenses to average net assets7 | | | | .82 | %6 | | | .78 | % | | | .75 | % | | | .73 | % | | | .73 | % | | | .68 | % |
Ratio of net investment income to average net assets | | | | .58 | %6 | | | 1.44 | % | | | 1.12 | % | | | .88 | % | | | 1.55 | % | | | 2.02 | % |
Portfolio turnover rate | | | | 30 | %5 | | | 48 | %8 | | | 26 | % | | | 41 | % | | | 41 | % | | | 39 | % |
1 | Unaudited. |
2 | Based on operations for the period shown and, accordingly, may not be representative of a full year. |
3 | Prior to October 31, 2014, the fund operated as an open-end interval fund, with monthly redemptions and weekly purchases. |
4 | Based on average shares outstanding. |
5 | Not annualized. |
6 | Annualized. |
7 | This ratio does not include acquired fund fees and expenses. |
8 | The portfolio turnover calculation has been adjusted to exclude the value of securities acquired in connection with the fund’s acquisition of the assets of the Capital Group Emerging Markets Equity Trust (US) on November 6, 2015. Should the calculation not have been subject to such adjustment, the fund’s portfolio turnover ratio would have been 58%. |
See Notes to Financial Statements
Emerging Markets Growth Fund | 23 |
Expense example
As a shareholder of the fund, you incur ongoing costs, including investment advisory services fees and other expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund so you can compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period (June 30, 2016, through December 31, 2016).
Actual expenses:
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses paid during period” to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes:
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
| | Beginning | | | Ending | | | Expenses | | | Annualized | |
| | account value | | | account value | | | paid during | | | expense | |
| | 6/1/2016 | | | 12/31/2016 | | | period* | | | ratio | |
Actual return | | $ | 1,000.00 | | | $ | 1,032.14 | | | $ | 4.20 | | | | .82 | % |
Hypothetical 5% return before expenses | | | 1,000.00 | | | | 1,021.07 | | | | 4.18 | | | | .82 | |
* | The “expenses paid during period” are equal to the “annualized expense ratio,” multiplied by the average account value over the period, multiplied by the number of days in the period, and divided by 365 (to reflect the six-month period). |
24 | Emerging Markets Growth Fund |
Results of special meeting of shareholders held November 10, 2016
Shares outstanding on record date (August 15, 2016): | 447,955,647 | |
Shares present on November 10, 2016: | 351,223,089 | (78%) |
Proposal 1: | Election of Directors |
| | | | Percent | | | | Percent |
| | | | of shares | | Votes | | of shares |
Director | | Votes for | | voting for | | withheld | | withheld |
Joseph C. Berenato | | | 334,710,652 | | | | 95.299 | % | | | 16,512,437 | | | | 4.701 | % |
Richard G. Capen, Jr. | | | 334,654,260 | | | | 95.283 | | | | 16,568,829 | | | | 4.717 | |
Vanessa C. L. Chang | | | 334,663,486 | | | | 95.285 | | | | 16,559,603 | | | | 4.715 | |
H. Frederick Christie | | | 334,701,426 | | | | 95.296 | | | | 16,521,663 | | | | 4.704 | |
Richard G. Newman | | | 334,710,652 | | | | 95.299 | | | | 16,512,437 | | | | 4.701 | |
Paul F. Roye | | | 334,641,387 | | | | 95.279 | | | | 16,581,702 | | | | 4.721 | |
| |
Proposal 2: | Approval of the Amended and Restated Articles of Incorporation |
| a) Series and class structure and related provisions |
| b) Vote requirements |
| c) Quorum requirements |
| d) Certain other changes |
|
Proposal 3: | Approval of an Amendment to the Investment Advisory and Service Agreement |
| | | | | | | | | | | | | | |
| | | | | | Percent | | | | Percent | | | | Percent |
| | | | | | of shares | | Votes | | of shares | | Votes | | of shares |
| | | | Votes for | | voting for | | withheld | | withheld | | abstained | | abstained |
Proposal | | 2a | | | 334,734,221 | | | | 95.305 | % | | | 16,441,032 | | | | 4.681 | % | | | 47,835 | | | | 0.014 | % |
| | 2b | | | 334,772,369 | | | | 95.316 | | | | 16,402,885 | | | | 4.670 | | | | 47,835 | | | | 0.014 | |
| | 2c | | | 310,427,152 | | | | 88.385 | | | | 40,748,100 | | | | 11.602 | | | | 47,835 | | | | 0.014 | |
| | 2d | | | 334,771,938 | | | | 95.316 | | | | 16,403,317 | | | | 4.670 | | | | 47,835 | | | | 0.014 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Proposal | | 3 | | | 351,169,583 | | | | 99.985 | | | | 5,670 | | | | 0.002 | | | | 47,835 | | | | 0.014 | |
Emerging Markets Growth Fund | 25 |
Offices of the fund and of the investment adviser
Capital International, Inc.
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3302
333 South Hope Street
Los Angeles, CA 90071-1406
400 South Hope Street
Los Angeles, CA 90071-2801
6455 Irvine Center Drive
Irvine, CA 92618-4518
Transfer agent for shareholder accounts
JPMorgan Investor Services Co.
One Beacon Street
Boston, MA 02108
Custodian of assets
JPMorgan Chase Bank
270 Park Avenue
New York, NY 10017-2070
Counsel
Dechert LLP
1900 K Street, NW
Washington, D.C. 20006-2009
Independent registered public accounting firm
PricewaterhouseCoopers LLP
601 South Figueroa Street
Los Angeles, CA 90017-3874
Principal underwriter
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, CA 90071-1406
This report is for the information of shareholders of Emerging Markets Growth Fund, but it also may be used as sales literature when preceded or accompanied by the current prospectus, which gives details about charges, expenses, investment objectives and operating policies of the fund.
Investors should carefully consider investment objectives, risks, charges and expenses. This and other important information is in the prospectus, which can be obtained from Capital International by calling (800) 421-4989 and should be read carefully before investing.
Lit. No. MFGESRX-015-0217P (NLS) Printed in USA TAG/AFD/9099-S55648
© 2017 Emerging Markets Growth Fund, Inc.
ITEM 2 – Code of Ethics
Not applicable for filing of semi-annual reports to shareholders.
ITEM 3 – Audit Committee Financial Expert
Not applicable for filing of semi-annual reports to shareholders.
ITEM 4 – Principal Accountant Fees and Services
Not applicable for filing of semi-annual reports to shareholders.
ITEM 5 – Audit Committee of Listed Registrants
Not applicable to this Registrant, insofar as the Registrant is not a listed issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934.
ITEM 6 – Schedule of Investments
Not applicable, insofar as the schedule is included as part of the report to shareholders filed under Item 1 of this Form.
ITEM 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company.
ITEM 8 – Portfolio Managers of Closed-End Management Investment Companies
Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company.
ITEM 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company.
ITEM 10 – Submission of Matters to a Vote of Security Holders
There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s board of directors since the Registrant last submitted a proxy statement to its shareholders. The procedures are as follows. The Registrant has a nominating committee comprised solely of persons who are not considered ‘‘interested persons’’ of the Registrant within the meaning of the Investment Company Act of 1940, as amended. The committee periodically reviews such issues as the board’s composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full board of directors. While the committee normally is able to identify from its own resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the board. Such suggestions must be sent in writing to the committee of the Registrant, c/o the Registrant’s Secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the committee.
ITEM 11 – Controls and Procedures
(a) | The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures (as such term is defined in Rule 30a-3 under the Investment Company Act of 1940), that such controls and procedures are adequate and reasonably designed to achieve the purposes described in paragraph (c) of such rule. |
| |
(b) | There were no changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
ITEM 12 – Exhibits
(a)(1) | Not applicable for filing of semi-annual reports to shareholders. |
| |
(a)(2) | The certifications required by Rule 30a-2 of the Investment Company Act of 1940 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are attached as exhibits hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EMERGING MARKETS GROWTH FUND, INC. |
| |
| By /s/ Victor D. Kohn |
| Victor D. Kohn, President and Chief Executive Officer |
| |
| Date: February 28, 2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By /s/ Victor D. Kohn |
Victor D. Kohn, President and Chief Executive Officer |
|
Date: February 28, 2017 |
By /s/ Gregory F. Niland |
Gregory F. Niland, Treasurer and Principal Financial Officer |
|
Date: February 28, 2017 |