American Beacon Balanced Fund (AABPX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-4984

AMERICAN BEACON FUNDS

(Exact name of registrant as specified in charter)

220 East Las Colinas Boulevard, Suite 1200

Irving, Texas 75039

(Address of principal executive offices)-(Zip code)

GENE L. NEEDLES, JR., PRESIDENT

220 East Las Colinas Boulevard, Suite 1200

Irving, Texas 75039

(Name and address of agent for service)

Registrant’s telephone number, including area code: (817) 391-6100

Date of fiscal year end: October 31, 2015

Date of reporting period: April 30, 2015

ITEM 1. REPORTS TO STOCKHOLDERS.

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overview	2
Schedule of Investments	5
Financial Statements	9
Notes to the Financial Statements	13
Financial Highlights	26
Additional Information	Back Cover

Investing in value stocks may limit downside risk over time; however, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. The use of futures contracts for cash management may subject the Fund to losing more money than invested. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and the Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2015

  Dear Shareholders,   After the U.S. stock market reached record highs at the end of 2014, its movement during the first few days of the new year reminded us of its volatile nature. Domestic stocks roiled throughout the first quarter of 2015, but ended the period relatively unchanged. However, the biggest surprises were the U.S. dollar’s sharp increase in value and falling energy prices.   Large-cap domestic stocks were outperformed by small- and mid-cap domestic stocks, which were less affected by the U.S. dollar’s strength and declining oil prices, and by broad-based international equities despite the drag on their returns due to the stronger U.S. dollar.

For the six months ended April 30, 2015, the American Beacon Large Cap Value Fund (Investor Class) returned 4.53%. The Fund is designed to provide long-term capital appreciation and current income primarily through investments in large market capitalization U.S. stocks.

In comparison, benchmarks measuring the performance of large-cap domestic stocks underperformed the Fund’s Investor Class during the same period: The S&P 500 Index returned 4.40%, the Dow Jones Industrial Average returned 3.78% and the Russell 1000 Value Index returned 2.89%.

American Beacon Advisors identifies and partners with experienced asset managers from across all asset classes to help protect our shareholders’ portfolios over the long term. We are proud to offer a variety of funds that allow investors to take advantage of different asset classes.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon Large Cap Value Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Investor Class of the Large Cap Value Fund (the “Fund”) returned 4.53% for the six months ended April 30, 2015, outperforming the Russell 1000^® Value Index (the “Index”) return of 2.89% for the same period.

Total Returns for the Period ended 4/30/15

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		4.70	%		9.69	%		13.54	%		8.01	%
Y Class (1,2,8)		4.68	%		9.59	%		13.43	%		7.95	%
Investor Class (1,8)		4.53	%		9.31	%		13.13	%		7.67	%
Advisor Class (1,3,8)		4.42	%		9.12	%		12.97	%		7.47	%
Retirement Class (1,4,8)		4.31	%		8.86	%		12.65	%		7.28	%
A Class with sales charge (1,5,8)		(1.51	)%		2.98	%		11.66	%		6.96	%
A Class without sales charge (1,5,8)		4.49	%		9.25	%		12.99	%		7.60	%
C Class with sales charge (1,6,8)		3.14	%		7.39	%		12.17	%		7.21	%
C Class without sales charge (1,6,8)		4.14	%		8.39	%		12.17	%		7.21	%
AMR Class (1,8)		4.85	%		9.97	%		13.82	%		8.29	%
Russell 1000 Value Index (7)		2.89	%		9.31	%		13.39	%		7.51	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please call 1-800-967-9009 or visit www.americanbeaconfunds.com. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/05 up to 8/3/09, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/05.

3. Fund performance for the ten-year period represents the returns achieved by the Investor Class from 4/30/05 up to 5/31/05, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the Advisor Class are higher than those of the Investor Class. Therefore, total returns shown may be higher than they would have been had the Advisor Class been in existence since 4/30/05. A portion of the fees charged to the Advisor

Class of the Fund was waived in 2005 and 2009. Performance prior to waiving fees was lower than the actual returns shown in these periods.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 through 5/31/05 and the Advisor Class from 6/1/05 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor and Investor Classes. As a result, total returns shown may be higher than they would have been had the Retirement Class been in existence since 4/30/05.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 through 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/05. A Class shares have a maximum sales charge of 5.75%.

6. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 through 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/05. A portion of the fees charged to the C Class of the Fund was waived from 2010 through 2012 and partially recovered in 2013 and 2014. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2012. C Class has a maximum contingent deferred sales charge of 1.00% for shares redeemed within one year of the date of purchase.

7. The Russell 1000 Value Index is an unmanaged index of those stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. Russell 1000 Value Index and Russell 1000 Index are registered trademarks of the Frank Russell Company. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.59%, 0.68%, 0.94%, 1.08%, 1.33%, 0.98%, 1.73%, and 0.33%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund outperformed the Index as both stock selection and sector allocation added value relative to the Index.

2

American Beacon Large Cap Value Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Fund’s investments in the Health Care and Information Technology sectors contributed most to excess performance. In the Health Care sector, Anthem (up 12.8%) and Medtronic (up 10.5%) were the largest contributors. The Fund’s much smaller allocation, versus the Index, to Johnson & Johnson (down 6.7%) also positively impacted performance. Oracle (up 12.4%), Activision Blizzard (up 17.0%) and Texas Instruments (up 10.9%) contributed most to the Fund’s returns in the Information Technology sector. The Fund’s Energy and Financials sector companies also added relative value. In the Energy sector, the Fund’s smaller investments, versus the Index, in Exxon Mobil (down 8.1%) and Chevron (down 5.5%) contributed most to performance. Blackstone (up 41.2%) and Santander Consumer USA Holding (up 32.5%) added relative value in the Financials sector. The aforementioned good performance was somewhat offset by poor stock selection in the Utilities sector. In the Utilities sector, CenterPoint Energy (down 12.7%) and Entergy (down 6.3%) detracted from the Fund’s returns.

A significant overweight in Consumer Discretionary, the best performing sector in the Index, contributed more than 45 basis points (0.45%) relative to the Index through sector allocation. The Fund’s underweight positions in Energy and Utilities, the two worst performing sectors in the Index, also added to relative performance.

The sub-advisors continue to invest in a broadly diversified portfolio of companies that they believe have attractive valuations and above-average earnings growth potential. This approach should allow the Fund to benefit over the longer term.

Top Ten Holdings (% Net Assets)

JPMorgan Chase & Co.		3.8
Bank of America Corp.		2.4
Wells Fargo & Co.		2.2
Oracle Corp.		2.0
Pfizer, Inc.		1.9
Medtronic PLC		1.8
Verizon Communications, Inc.		1.8
Microsoft Corp.		1.7
General Motors Co.		1.6
Citigroup		3.0
Total Fund Holdings	205

Sector Allocation (% Equities)

Financials	26.5
Health Care	14.3
Consumer Discretionary	13.1
Energy	11.9
Information Technology	10.8
Industrials	9.3
Consumer Staples	5.3
Telecommunication Services	4.6
Utilities	2.8
Materials	1.4

3

American Beacon Large Cap Value Fund^SM

Fund Expenses

April 30, 2015 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2014 through April 30, 2015.

Actual Expenses

The “Actual” lines of the table provide 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 “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as sales charges (loads). Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning Account Value 11/1/14		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Institutional Class
Actual	$	1,000.00	$	1,047.00	$	2.94
Hypothetical **	$	1,000.00	$	1,021.92	$	2.91
Y Class
Actual	$	1,000.00	$	1,046.83	$	3.35
Hypothetical **	$	1,000.00	$	1,021.52	$	3.31
Investor Class
Actual	$	1,000.00	$	1,045.29	$	4.72
Hypothetical **	$	1,000.00	$	1,020.18	$	4.66
Advisor Class
Actual	$	1,000.00	$	1,044.22	$	5.37
Hypothetical **	$	1,000.00	$	1,019.54	$	5.31
Retirement Class
Actual	$	1,000.00	$	1,043.12	$	6.69
Hypothetical **	$	1,000.00	$	1,018.25	$	6.61
A Class
Actual	$	1,000.00	$	1,044.92	$	4.87
Hypothetical **	$	1,000.00	$	1,020.03	$	4.81
C Class
Actual	$	1,000.00	$	1,041.39	$	8.71
Hypothetical **	$	1,000.00	$	1,016.27	$	8.60
AMR Class
Actual	$	1,000.00	$	1,048.46	$	1.57
Hypothetical **	$	1,000.00	$	1,023.26	$	1.56

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.58%, 0.66%, 0.93%, 1.06%, 1.32%, 0.96%, 1.72%, and 0.31% for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

4

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 95.42%
CONSUMER DISCRETIONARY - 12.52%
Auto Components - 1.75%
Delphi Automotive PLCA		123,764	$	10,272
Goodyear Tire & Rubber Co.		1,285,100		36,452
Johnson Controls, Inc.		3,141,309		158,259
				204,983
Automobiles - 4.31%
Ford Motor Co.		5,869,300		92,735
General Motors Co.		5,464,198		191,575
Honda Motor Co., Ltd., Sponsored ADRB		1,555,900		52,169
Toyota Motor Corp., Sponsored ADRB		1,219,600		169,549
				506,028
Hotels, Restaurants & Leisure - 0.21%
Carnival Corp.		358,500		15,763
McDonald’s Corp.		92,384		8,920
				24,683
Household Durables - 0.52%
Koninklijke Philips Electronics NV		603,800		17,275
Newell Rubbermaid, Inc.		65,318		2,491
Stanley Black & Decker, Inc.		417,023		41,159
				60,925
Leisure Equipment & Products - 0.06%
Hasbro, Inc.		101,759		7,204
Media - 2.98%
Comcast Corp., Special, Class A		705,782		40,646	��
DIRECTVC		623,400		56,545
Discovery Communications, Inc.C		1,090,000		35,272
Interpublic Group of Cos., Inc.		1,548,900		32,279
McGraw-Hill Cos., Inc.		48,563		5,065
Omnicom Group, Inc.		405,574		30,726
Time Warner Cable, Inc.		446,500		69,441
Time Warner, Inc.		125,968		10,633
Time, Inc.		13,504		308
Tribune Media Co., Class A		931,459		52,227
Viacom, Inc., Class B		112,354		7,803
Walt Disney Co.		76,341		8,300
				349,245
Multiline Retail - 2.11%
Kohl’s Corp.		33,068		2,369
Michael Kors Holdings Ltd.C		891,400		55,142
Nordstrom, Inc.		237,200		17,923
Target Corp.		2,171,357		171,168
				246,602
Specialty Retail - 0.58%
Advance Auto Parts, Inc.		41,690		5,962
Bed Bath & Beyond, Inc.C		648,442		45,689
Lowe’s Cos., Inc.		230,600		15,879
				67,530
Total Consumer Discretionary				1,467,200
CONSUMER STAPLES - 5.04%
Beverages - 0.54%
Diageo PLC, Sponsored ADRA B		560,319		62,207
Dr Pepper Snapple Group, Inc.		15,901		1,186
				63,393
Food & Drug Retailing - 0.73%
CVS Caremark Corp.		239,272		23,757
Sysco Corp.		539,196		19,966

	Shares		Fair Value
			(000’s)
Wal-Mart Stores, Inc.		529,400	$	41,320
				85,043
Food Products - 0.88%
Archer-Daniels-Midland Co.		53,430		2,612
Bunge Ltd.		204,400		17,654
Danone S.A., Sponsored ADRB		659,386		9,568
General Mills, Inc.		342,548		18,957
Kellogg Co.		442,377		28,015
Mondelez International, Inc., Class A		146,300		5,614
Nestle S.A., Sponsored ADRB		265,661		20,620
				103,040
Household Products - 0.05%
Procter & Gamble Co.		74,940		5,958
Tobacco - 2.84%
Altria Group, Inc.		1,404,965		70,318
Imperial Tobacco Group PLC, ADRA B		928,072		90,236
Lorillard, Inc.		204,249		14,269
Philip Morris International, Inc.		1,891,974		157,924
				332,747
Total Consumer Staples				590,181
ENERGY - 11.32%
Energy Equipment & Services - 1.58%
Baker Hughes, Inc.		18,671		1,278
Cobalt International Energy, Inc.C		4,124,700		44,134
Halliburton Co.		1,888,100		92,423
Schlumberger Ltd.		501,069		47,406
				185,241
Oil & Gas - 9.74%
Apache Corp.		593,400		40,589
BP PLC, Sponsored ADRA B		3,385,320		146,109
Canadian Natural Resources Ltd.		2,070,700		68,851
Chevron Corp.		164,243		18,241
Cimarex Energy Co.		393,500		48,951
ConocoPhillips		1,189,240		80,773
Continental Resources, Inc.C		776,700		40,878
Devon Energy Corp.		518,700		35,381
EOG Resources, Inc.		78,277		7,746
Exxon Mobil Corp.		256,196		22,384
Hess Corp.		374,600		28,807
Kosmos Energy Ltd.C		2,030,500		19,858
Marathon Oil Corp.		3,748,500		116,578
Marathon Petroleum Corp.		716,250		70,601
Murphy Oil Corp.		1,170,500		55,728
Occidental Petroleum Corp.		1,583,471		126,835
Phillips 66		1,237,320		98,132
Royal Dutch Shell PLC, Class A, ADRA B		1,399,602		88,777
Seadrill Ltd.		1,950,900		25,537
				1,140,756
Total Energy				1,325,997
FINANCIALS - 25.19%
Banks - 2.74%
Bank of New York Mellon Corp.		798,023		33,788
Citizens Financial Group		2,448,600		63,786
PNC Financial Services Group, Inc.		1,728,708		158,575
SunTrust Banks, Inc.		1,000,900		41,537
U.S. Bancorp		545,089		23,368
				321,054
Diversified Financials - 16.13%
American Express Co.		1,046,021		81,014

See accompanying notes

5

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
Bank of America Corp.		17,600,190	$	280,371
BlackRock, Inc., Class A		34,126		12,420
Blackstone Group, LPD		1,142,600		46,801
Capital One Financial Corp.		1,623,500		131,260
Citigroup, Inc.		6,510,108		347,119
Franklin Resources, Inc.		281,621		14,520
Goldman Sachs Group, Inc.		302,319		59,381
JPMorgan Chase & Co.		7,099,840		449,136
KKR & Co., LPD		3,349,900		75,406
Morgan Stanley		476,000		17,760
Nasdaq OMX Group		195,507		9,508
Santander Consumer USA Holdings, Inc.		1,993,500		49,220
SLM Corp.		3,919,000		39,935
State Street Corp.		288,230		22,228
Wells Fargo & Co.		4,611,833		254,112
				1,890,191
Insurance - 5.86%
ACE Ltd.		122,156		13,069
Allstate Corp.		361,000		25,147
American International Group, Inc.		2,779,900		156,480
Aon PLCA		153,660		14,787
Berkshire Hathaway, Inc., Class BC		546,665		77,195
Chubb Corp.		432,820		42,568
Hartford Financial Services Group, Inc.		1,266,350		51,629
Lincoln National Corp.		662,600		37,430
MetLife, Inc.		2,840,521		145,690
Prudential Financial, Inc.		140,428		11,459
Travelers Cos., Inc.		230,904		23,347
Unum Group		1,537,400		52,518
XL Group PLCA		954,600		35,397
				686,716
Real Estate - 0.46%
Hatteras Financial Corp.E		939,200		16,962
Two Harbors Investment Corp.E		3,546,659		37,240
				54,202
Total Financials				2,952,163
HEALTH CARE - 13.63%
Biotechnology - 0.26%
Keryx Biopharmaceuticals, Inc.C		1,030,450		10,985
PTC Therapeutics, Inc.C		335,000		19,681
				30,666
Health Care Equipment & Supplies - 2.17%
Medtronic PLCA		2,903,511		216,167
St. Jude Medical, Inc.		130,584		9,147
Thermo Fisher Scientific, Inc.		107,584		13,521
Zimmer Holdings, Inc.		144,900		15,916
				254,751
Health Care Providers & Services - 2.68%
Aetna, Inc.		160,000		17,099
Anthem, Inc.		1,057,100		159,548
Express Scripts Holding Co.C		662,811		57,267
Humana, Inc.		198,900		32,938
UnitedHealth Group, Inc.		420,100		46,799
				313,651
Pharmaceuticals - 8.52%
Abbott Laboratories		336,279		15,610
AbbVie, Inc.		735,300		47,544
Eli Lilly & Co.		582,600		41,871
Endo International PLCA C		303,800		25,539
GlaxoSmithKline PLC, Sponsored ADRA B		1,841,600		84,990
Horizon Pharma PLCA C		959,400		26,978

	Shares		Fair Value
			(000’s)
Jazz Pharmaceuticals PLCA C		97,300	$	17,388
Johnson & Johnson		1,258,832		124,876
Merck & Co., Inc.		2,534,290		150,942
Mylan N.V.C		541,900		39,158
Novartis AG, ADRB		42,547		4,331
Pfizer, Inc.		6,440,831		218,538
Roche Holding AG, Sponsored ADRB		97,277		3,490
Sanofi, ADRB		3,699,400		187,005
ZS Pharma, Inc.C		231,700		8,821
				997,081
Total Health Care				1,596,149
INDUSTRIALS - 8.91%
Aerospace & Defense - 2.61%
Boeing Co.		285,100		40,866
General Dynamics Corp.		632,400		86,841
Lockheed Martin Corp.		126,750		23,652
Northrop Grumman Corp.		68,334		10,526
Raytheon Co.		802,600		83,470
Rockwell Collins, Inc.		356,200		34,669
United Technologies Corp.		225,058		25,600
				305,624
Air Freight & Couriers - 0.15%
United Parcel Service, Inc., Class B		170,712		17,162
Commercial Services & Supplies - 0.03%
Equifax, Inc.		31,430		3,047
Construction & Engineering - 0.33%
Chicago Bridge & Iron Co., N.V.		816,300		38,897
Diversified Manufacturing - 0.38%
Eaton Corp., PLCA		649,815		44,662
Electrical Equipment - 0.64%
Emerson Electric Co.		1,011,300		59,494
Tyco International PLCA		405,782		15,980
				75,474
Industrial Conglomerates - 1.06%
3M Co.		157,816		24,681
Honeywell International, Inc.		986,772		99,585
				124,266
Machinery - 3.65%
Caterpillar, Inc.		363,200		31,555
CNH Industrial N.V.		5,426,800		47,322
Cummins, Inc.		419,000		57,930
Danaher Corp.		196,465		16,087
Illinois Tool Works, Inc.		91,736		8,585
Joy Global, Inc.		966,300		41,203
Oshkosh Corp.		801,900		43,174
PACCAR, Inc.		459,600		30,035
Parker Hannifin Corp.		215,500		25,722
Pentair PLCA		98,160		6,101
Reliance Steel & Aluminum Co.		761,200		49,264
Terex Corp.		1,048,040		28,779
Xylem, Inc.		1,120,421		41,478
				427,235
Road & Rail - 0.06%
Canadian National Railway Co.		110,907		7,156
Total Industrials				1,043,523

See accompanying notes

6

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
INFORMATION TECHNOLOGY - 10.33%
Communications Equipment - 1.91%
ARRIS Group, Inc.C		1,009,810	$	34,005
Cisco Systems, Inc.		3,608,800		104,042
Corning, Inc.		4,075,400		85,298
				223,345
Computers & Peripherals - 1.12%
Hewlett-Packard Co.		1,659,200		54,704
International Business Machines Corp.		343,301		58,804
Teradata Corp.C		390,700		17,187
				130,695
IT Consulting & Services - 0.40%
Accenture, PLC, Class AA		336,029		31,134
Fidelity National Information Services, Inc.		99,894		6,242
Fiserv, Inc.C		121,797		9,451
				46,827
Semiconductor Equipment & Products - 2.56%
Applied Materials, Inc.		1,838,900		36,392
Intel Corp.		1,523,100		49,577
Lam Research Corp.		476,800		36,037
Micron Technology, Inc.C		2,834,300		79,728
Qualcomm, Inc.		975,200		66,314
Texas Instruments, Inc.		593,746		32,187
				300,235
Software - 4.34%
Activision Blizzard, Inc.		408,600		9,322
Check Point Software Technologies Ltd.C		429,400		35,846
Microsoft Corp.		4,045,600		196,778
Navient Corp.		1,949,000		38,083
Oracle Corp.		5,262,083		229,533
				509,562
Total Information Technology				1,210,664
MATERIALS - 1.37%
Chemicals - 0.82%
Dow Chemical Co.		649,500		33,125
Eastman Chemical Co.		533,000		40,624
EI du Pont de Nemours & Co.		41,571		3,043
PPG Industries, Inc.		86,810		19,234
				96,026
Containers & Packaging - 0.06%
Crown Holdings, Inc.C		122,262		6,634
Metals & Mining - 0.31%
Rio Tinto PLC, Sponsored ADRA B		804,400		36,029
Paper & Forest Products - 0.18%
Louisiana-Pacific Corp.C		1,398,200		21,309
Total Materials				159,998
TELECOMMUNICATION SERVICES - 4.40%
Diversified Telecommunication Services - 2.73%
AT&T, Inc.		1,981,500		68,639
Telefonaktiebolaget LM Ericsson, ADRB		4,096,400		44,733
Verizon Communications, Inc.		4,087,660		206,182
				319,554
Wireless Telecommunication Services - 1.67%
China Mobile Ltd., Sponsored ADRB		1,353,800		96,702

	Shares		Fair Value
			(000’s)
Vodafone Group PLC, Sponsored ADRA B		2,802,340	$	98,642
				195,344
Total Telecommunication Services				514,898
UTILITIES - 2.71%
Electric - 2.71%
Calpine Corp.C		2,474,700		53,973
CenterPoint Energy, Inc.		2,845,100		59,662
Duke Energy Corp.		108,489		8,415
Entergy Corp.		907,200		70,018
NRG Energy, Inc.		1,029,200		25,977
PPL Corp.		506,000		17,219
Public Service Enterprise Group, Inc.		1,621,800		67,370
Southern Co.		323,300		14,322
Total Utilities				316,956
Total Common Stock (Cost $9,052,733)				11,177,729
PREFERRED STOCK - 0.09%
FINANCIALS - 0.08%
Real Estate - 0.08%
Public Storage, Inc., 5.75%, Due 12/31/2049		381,684		9,599
MANUFACTURING - 0.01%
Aerospace & Defense - 0.01%
United Technologies Corp., 7.50%, Due 8/1/2015		14,770		869
Total Preferred Stock (Cost $9,302)				10,468
SHORT-TERM INVESTMENTS- 4.18%
American Beacon U.S. Government Money Market Select Fund, Select Class F		35,000,000		35,000
JPMorgan U.S. Government Money Market Fund, Capital Class		454,542,189		454,542
Total Short-Term Investments (Cost $489,542)				489,542
TOTAL INVESTMENTS - 99.69% (Cost $9,551,577)				11,677,739
OTHER ASSETS, NET OF LIABILITIES - 0.31%				36,521
TOTAL NET ASSETS - 100.00%			$	11,714,260

Percentages are stated as a percent of net assets.

^A  PLC - Public Limited Company.

^B  ADR - American Depositary Receipt.

^C  Non-income producing security.

^D  MLP - Master Limited Partnership.

^E  REIT - Real Estate Investment Trust.

^F  The Fund is affiliated by having the same investment advisor.

See accompanying notes

7

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

Futures Contracts Open on April 30, 2015:

Description	Type	Number of Contracts		Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
S&P 500 Mini E Index June Futures	Long		4,222	June 2015	$	438,855,790	$	1,248,210
					$	438,855,790	$	1,248,210

See accompanying notes

8

American Beacon Large Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2015 (Unaudited) (in thousands, except share and per share amounts)

Assets:
Investments in unaffiliated securities, at fair value A	$	11,642,739
Investments in affiliated securities, at fair value B		35,000
Deposit with brokers for futures contracts		19,984
Receivable for investments sold		62,332
Receivable for fund shares sold		14,796
Dividends and interest receivable		14,488
Receivable for tax reclaims		513
Prepaid expenses		158
Total assets		11,790,010
Liabilities:
Payable for investments purchased		58,293
Payable for fund shares redeemed		6,339
Management and investment advisory fees payable		2,224
Administrative service and service fees payable		3,691
Transfer agent fees payable		153
Custody and fund accounting fees payable		190
Professional fees payable		81
Prospectus and shareholder reports fees payable		168
Trustee fees payable		142
Payable for variation margin from open futures contracts		4,398
Other liabilities		71
Total liabilities		75,750
Net assets	$	11,714,260
Analysis of Net Assets:
Paid-in-capital		8,935,914
Undistributed net investment income		81,884
Accumulated net realized gain		569,052
Unrealized appreciation of investments		2,126,162
Unrealized appreciation of futures contracts		1,248
Net assets	$	11,714,260

See accompanying notes

9

American Beacon Large Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2015 (Unaudited) (in thousands, except share and per share amounts)

Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		210,912,230
Y Class		15,267,704
Investor Class		139,087,958
Advisor Class		5,713,055
Retirement Class		413,600
A Class		1,416,685
C Class		438,790
AMR Class		27,025,149
Net assets (not in thousands):
Institutional Class	$	6,314,575,068
Y Class	$	454,462,138
Investor Class	$	3,923,344,337
Advisor Class	$	159,479,497
Retirement Class	$	11,330,499
A Class	$	39,695,314
C Class	$	12,180,502
AMR Class	$	799,192,712
Net asset value, offering and redemption price per share:
Institutional Class	$	29.94
Y Class	$	29.77
Investor Class	$	28.21
Advisor Class	$	27.91
Retirement Class	$	27.39
A Class	$	28.02
A Class (offering price)	$	29.73
C Class	$	27.76
AMR Class	$	29.57
A    Cost of investments in unaffiliated securities	$	9,516,577
B    Cost of investments in affiliated securities	$	35,000

See accompanying notes

10

American Beacon Large Cap Value Fund^SM

Statement of Operations

For the Six Months Ended April 30, 2015 (Unaudited) (in thousands)

Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	139,318
Dividend income from affiliated securities		2
Total investment income		139,320
Expenses:
Management and investment advisory fees (Note 2)		13,167
Administrative service fees (Note 2):
Institutional Class		9,040
Y Class		653
Investor Class		6,004
Advisor Class		233
Retirement Class		18
A Class		50
C Class		17
AMR Class		201
Transfer agent fees:
Institutional Class		555
Y Class		8
Investor Class		78
Advisor Class		3
Retirement Class		1
A Class		1
C Class		1
AMR Class		12
Custody and fund accounting fees		559
Professional fees		117
Registration fees and expenses		125
Service fees (Note 2):
Y Class		218
Investor Class		7,437
Advisor Class		194
Retirement Class		15
A Class		25
C Class		8
Distribution fees (Note 2):
Advisor Class		194
Retirement Class		30
A Class		41
C Class		55
Prospectus and shareholder report expenses		291
Trustee fees		268
Other expenses		308
Total expenses		39,927
Net investment income		99,393
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		694,093
Commission recapture (Note 3)		54
Foreign currency transactions		(7	)
Futures contracts		31,585
Change in net unrealized appreciation or (depreciation) of:
Investments		(283,723	)
Futures contracts		(13,972	)
Net gain from investments		428,030
Net increase in net assets resulting from operations	$	527,423
A    Foreign taxes	$	997

See accompanying notes

11

American Beacon Large Cap Value Fund^SM

Statement of Changes in Net Assets (in thousands)

	Six Months Ended April 30, 2015			Year Ended October 31, 2014
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	99,393		$	254,199
Net realized gain from investments, commission recapture, foreign currency transactions, and futures contracts		725,725			1,216,150
Change in net unrealized appreciation or (depreciation) from investments and futures contracts		(297,695	)		76,165
Net increase in net assets resulting from operations		527,423			1,546,514
Distributions to Shareholders:
Net investment income:
Institutional Class		(124,764	)		(87,830	)
Y Class		(9,070	)		(5,267	)
Investor Class		(80,020	)		(51,957	)
Advisor Class		(3,033	)		(1,591	)
Retirement Class		(254	)		(52	)
A Class		(603	)		(170	)
C Class		(151	)		(54	)
AMR Class		(19,775	)		(13,053	)
Net realized gain from investments:
Institutional Class		(375,074	)		—
Y Class		(27,794	)		—
Investor Class		(281,035	)		—
Advisor Class		(10,665	)		—
Retirement Class		(961	)		—
A Class		(1,967	)		—
C Class		(725	)		—
AMR Class		(52,660	)		—
Net distributions to shareholders		(988,551	)		(159,974	)
Capital Share Transactions:
Proceeds from sales of shares		1,397,299			2,945,941
Reinvestment of dividends and distributions		953,937			153,366
Cost of shares redeemed		(1,603,201	)		(3,593,139	)
Net increase (decrease) in net assets from capital share transactions		748,035			(493,832	)
Net increase in net assets		286,907			892,708
Net Assets:
Beginning of period		11,427,353			10,534,645
End of Period *	$	11,714,260		$	11,427,353
* Includes undistributed net investment income of	$	81,884		$	222,712

See accompanying notes

12

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. As of April 30, 2015, the Trust consists of thirty-one active series, one of which is presented in this filing (the “Fund”): American Beacon Large Cap Value Fund. The remaining thirty active series are reported in separate filings.

Effective April 30, 2015, American Beacon Advisors, Inc. (the “Manager”) became a wholly-owned subsidiary of Astro AB Borrower, Inc., which is indirectly owned by investment funds affiliated with Kelso & Company, L.P. and Estancia Capital Management, LLC, two prominent private equity firms. Prior to April 30, the Manager was a wholly-owned subsidiary of Lighthouse Holdings, Inc., which was indirectly owned by investment funds affiliated with Pharos Capital Group, LLC and TPG Capital, L.P., two leading private equity firms.

Class Disclosure

The Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences among the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing directly or through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administration fees, service fees, and distribution fees and vary among the classes as described more fully in Note 2.

Recently Adopted Accounting Pronouncements

In June 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-08, “Financial Services - Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements,” which amends the criteria that define an investment company and clarifies the measurement guidance and requires new disclosures for investment companies. Under the ASU, an entity that is registered under the Investment Company Act of 1940 automatically qualifies as an investment company. The Funds adopted this ASU for the fiscal year ended October 31, 2015. Management has evaluated the implications of the ASU and determined that adoption thereof will not have a material impact on the financial statements.

13

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Fund are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager and the Trust. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Fund an annualized fee equal to 0.05% of the average daily net assets. The Fund pays the unaffiliated investment advisors hired to direct investment activities of the Fund. Management fees paid during the six months ended April 30, 2015 were as follows (in thousands):

Management Fee Rate	Management Fee	Amounts paid to Investment Advisors	Amounts Paid to Manager
0.23%	$13,167	$10,297	$2,870

Administration Agreement

The Manager and the Trust entered into an Administration Agreement which obligates the Manager to provide or oversee administrative services to the Fund. As compensation for performing the duties required under the Administration Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, Retirement, A, and C Classes of the Fund and 0.05% of the average daily net assets of the AMR Class of the Fund.

Distribution Plans

The Fund, except for the Advisor, Retirement, A, and C Classes of the Fund, has adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Fund for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Fund does not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, Retirement, A, and C Classes of the Fund. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, 0.50% of the average daily net assets of the Retirement Class, and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, Retirement, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor and Retirement Classes, and up to 0.375% of the average daily net assets of the Investor Class of the Fund.

14

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Investment in Affiliated Funds

The Fund may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”), (collectively the “Select Funds”). The Select Funds and the Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives Management and Administration fees totaling 0.10 from the Select Funds an annualized fee of 0.09% of its average daily net assets of the Select Funds. During the six months ended April 30, 2015, the Manager earned fees from the Select Funds totaling $20,709 on the Fund’s direct investment in the Select Funds.

Interfund Lending Program

Pursuant to an exemptive order issued by the Securities and Exchange Commission (“SEC”), the Fund, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Fund to borrow from other participating Funds. During the six months ended April 30, 2015, the Fund did not participate in the program.

Expense Reimbursement Plan

The Fund has adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. During the six months ended April 30, 2015, there were no waived fees or reimbursed expenses.

Sales Commissions

The Fund’s distributor, Foreside Fund Services, LLC (“Foreside”) may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. During the six months ended April 30, 2015, Foreside collected $1,720 from the sale of Class A shares.

A CDSC of 0.50% will be deducted with respect to Class A Shares on certain purchases of $1,000,000 or more that are redeemed in whole or part within 18 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended April 30, 2015, there were no CDSC fees collected for Class A Shares.

A CDSC of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2015, $1,565 in CDSC fees were collected for the Fund.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”), for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

15

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which the market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized, but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statement of Assets and Liabilities.

Valuation Inputs

Various inputs may be used to determine the fair value of the Fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1	-	Quoted prices in active markets for identical securities.
Level 2	-	Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.
Level 3	-	Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

The Fund’s investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. During the six months ended April 30, 2015, there were no transfers between levels. As of April 30, 2015, the investments were classified as described below (in thousands):

16

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

	Level 1		Level 2		Level 3		Total
Common Stock*	$	11,177,729	$	—	$	—	$	11,177,729
Preferred Stock*		10,468		—		—		10,468
Short-Term Investments - Money Markets		489,542		—		—		489,542
Total Investments in Securities	$	11,677,739	$	—	$	—	$	11,677,739
Financial Derivative Instruments - Assets
Futures Contracts	$	1,248	$	—	$	—	$	1,248

* Refer to the Schedules of Investments for Industry Information.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Fund may purchase securities with delivery or payment to occur at a later date. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Fund. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Dividends to Shareholders

Dividends from net investment income of the Fund normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Fund has established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. This amount is reported with the net realized gain in the Fund’s Statement of Operations.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust

17

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

American Depositary Receipts (“ADRs”)

ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund’s possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.

Real Estate Investment Trusts

The Fund may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Fund re-characterizes distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Other Investment Company Securities and Other Exchange Traded Products

The Fund may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, unit investment trusts, and other investment companies of the Trust. The Fund may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

5. Financial Derivative Instruments

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Fund may enter into financial futures contracts as a method for keeping assets readily

18

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Fund is required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. The Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as Cash deposited with broker on the Statement of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

For the six months ended April 30, 2015, the Fund entered into future contracts primarily for return enhancement and exposing cash to markets.

The Fund’s average futures contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the quarterly volume of futures contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end.

Average Futures Contracts Outstanding
Fund	Year ended April 30, 2015
Large Cap Value Fund		4,313

The following is a summary of the Fund’s derivative financial instruments categorized by risk exposure (in thousands) ⁽¹⁾:

Fair Values of financial derivative instruments not accounted for as hedging instruments as of April 30, 2015:

Statement of Assets and Liabilities	Derivatives	Fair Value
Payable for variation margin from open futures contracts	Equity Contracts	$	(4,398	)

The effect of financial derivative instruments not accounted for as hedging instruments during the six months ended April 30, 2015:

Statement of Operations	Derivatives	Total
Net realized gain from futures contracts	Equity Contracts	$	31,585
Change in net unrealized depreciation from futures contracts	Equity Contracts		(13,972	)

⁽¹⁾  See Note 3 in the Notes to Financial Statements for additional information.

6. Principal Risks

In the normal course of business the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists. Security values fluctuate (market risk) and may decline due to factors affecting securities markets in general, particular industries represented in the securities markets or conditions specifically related to a particular company. Failure of the other party to a transaction to perform (credit and counterparty risk), for example by not making principal and interest payments when due, reduces the value of the issuer’s debt and could reduce the Fund’s income. Similar to credit risk, the Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will fail to make required payments or otherwise comply with the terms of the instrument, transaction or contract. The potential loss could exceed the value of the financial assets recorded in the financial statements. Some of the Fund’s investments may be illiquid and the Fund may not be able to

19

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

vary the portfolio investments in response to changes in economic and other conditions. If a Fund is required to liquidate all or a portion of its investments quickly, the Fund may realize significantly less than the value at which it previously recorded those investments.

Market Risks

The Fund’s investments in financial derivatives and other financial instruments expose the Fund to various risks such as, but not limited to, interest rate, foreign currency and equity risks.

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a fixed income’s market price to interest rate (i.e. yield) movements.

If the Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in financial derivatives that provide exposure to foreign currencies, they will be subject to the risk that those currencies will decline in value relative to the base currency of the Fund, or, in the case of hedging positions, that the Fund’s base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Fund’s investments in foreign currency denominated securities may reduce the returns of the Fund.

The fair values of equities, such as common stocks and preferred securities or equity related investments such as futures, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities.

Counterparty Credit Risk

A derivative contract may suffer a mark to market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency) of the clearing broker or clearinghouse. Additionally, credit risk exists in exchange traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

Cash collateral that has been pledged to cover obligations of the Fund and cash collateral received from the counterparty, if any, is reported separately on the Statement of Assets and Liabilities as Deposits with

20

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

brokers for futures contracts and Payable to brokers for futures contracts, respectively. Non-cash collateral pledged by the Fund, if any, is noted in the Schedule of Investments. Generally, the amount of collateral due from or to a party is determined at the close of business of the Fund and additional required collateral is delivered to/pledged by the Fund on the next business day. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty non-performance. The Fund attempts to mitigate counterparty risk by only entering into agreements with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.

Offsetting Assets and Liabilities

The Fund is a party to enforceable master netting agreements between brokers and counterparties such as International Swaps and Derivatives Association (“ISDA”) agreements which provide for the right to offset under certain circumstances. The Fund employs multiple money managers and counterparties and has elected not to offset qualifying financial and derivative instruments on the Statement of Assets and Liabilities, as such all financial and derivative instruments are presented on a gross basis. The impacts of netting arrangements that provide the right to offset are detailed below. The net amount represents the net receivable or payable that would be due from or to the counterparty in the event of default. Exposure from borrowings and other financing agreements can only be netted across transactions governed by the same Master Agreement with the same legal entity. All amounts reported below represent the balance as of the report date, April 30, 2015:

Offsetting of Financial Liabilities and Derivative Liabilities as of April 30, 2015:

Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Futures Contracts(1)	$	(4,398)	$	—	$	(4,398	)

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2015:

	Net amount of Assets Presented in the Statement of Assets and Liabilities			Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty				Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs & Co. (1)	$	(4,398	)	$	—	$	—	$	(4,398	)

⁽¹⁾  The securities presented here within are not subject to Master Netting Agreements. As such, this is disclosed for informational purposes only.

7. Federal Income and Excise Taxes

It is the policy of the Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, the Fund is treated as a single entity for the purpose of determining such qualification.

The Fund does not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2014 remains subject to examination by the Internal Revenue Service. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statement of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on returns of income earned or gains realized or repatriated. Taxes are accrued and applied to net

21

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

investment income, net realized capital gains and net unrealized appreciation or depreciation, as applicable, as the income is earned or capital gains are recorded.

The tax character of distributions paid were as follows (in thousands):

	Six Months Ended April 30, 2015		Year Ended October 31, 2014
	(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	124,764	$	87,830
Y Class		9,070		5,267
Investor Class		80,020		51,957
Advisor Class		3,033		1,591
Retirement Class		254		52
A Class		603		170
C Class		151		54
AMR Class		19,775		13,053
Ordinary income*
Institutional Class		375,074		—
Y Class		27,794		—
Investor Class		281,035		—
Advisor Class		10,665		—
Retirement Class		961		—
A Class		1,967		—
C Class		725		—
AMR Class		52,660		—
Total distributions paid	$	988,551	$	159,974

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows (in thousands):

Cost basis of investments for federal income tax purposes	$	9,672,121
Unrealized appreciation		2,419,129
Unrealized depreciation		(413,511	)
Net unrealized appreciation		2,005,618
Undistributed ordinary income		90,946
Accumulated long-term loss		680,519
Other temporary differences		1,263
Distributable earnings	$	2,778,346

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains or (losses) on certain derivative instruments, and reclassifications of income from real estate investment securities and publicly traded partnerships.

Due to inherent differences in the recognition of income, expenses, and realized gains or (losses) under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from foreign currency and reclassifications of income from real estate investment securities and publicly traded partnerships as of April 30, 2015 (in thousands):

22

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Paid-in-capital	$	1
Undistributed net investment income		(2,551	)
Accumulated net realized gain (loss)		2,550
Unrealized appreciation or (depreciation) of investments and futures contracts		—

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by the Fund in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Fund were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of April 30, 2015, the Fund did not have capital loss carryovers.

8. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2015 were $1,759,198 and $1,934,795, respectively (in thousands).

A summary of the Fund’s direct transactions in the Select Funds for the six months ended April 30, 2015 is set forth below (in thousands):

Affiliate	October 31, 2014 Shares/Fair Value		Purchases		Sales		April 30, 2015 Shares/Fair Value		Dividend Income
USG Select Fund	$	30,000	$	55,000	$	50,000	$	35,000	$	2

9. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

For the Six Months Ended April 30, 2015

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		(30,443	)	$	899,198			(2,106	)	$	61,915			(12,891	)	$	362,917			(888	)	$	24,816
Reinvestment of dividends		(16,488	)		483,582			(1,220	)		35,593			(12,465	)		344,921			(477	)		13,073
Shares redeemed		22,390			(666,262	)		2,068			(61,253	)		27,193			(759,793	)		761			(21,147	)
Net increase (decrease) in shares outstanding		(24,541	)	$	716,518			(1,258	)	$	36,255			1,837		$	(51,955	)		(604	)	$	16,742
								��
	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		(88	)	$	2,443			(701	)	$	19,736			(101	)	$	2,776			(793	)	$	23,498
Reinvestment of dividends		(45	)		1,215			(87	)		2,384			(27	)		734			(2,503	)		72,435
Shares redeemed		160			(4,310	)		147			(4,211	)		32			(869	)		2,912			(85,356	)
Net increase (decrease) in shares outstanding		27		$	(652	)		(641	)	$	17,909			(96	)	$	2,641			(384	)	$	10,577

23

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

For the Year Ended October 31, 2014

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		60,578		$	1,808,998			5,016		$	149,908			28,208		$	787,684			2,431		$	68,583
Reinvestment of dividends		2,973			83,881			182			5,105			1,853			49,552			58			1,534
Shares redeemed		(73,952	)		(2,231,408	)		(3,130	)		(92,555	)		(38,454	)		(1,080,676	)		(2,344	)		(65,255	)
Net increase (decrease) in shares outstanding		(10,401	)	$	(338,529	)		2,068		$	62,458			(8,393	)	$	(243,440	)		145		$	4,862
	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		333		$	9,025			391		$	10,942			175		$	4,839			3,592		$	105,962
Reinvestment of dividends		2			52			6			146			2			43			468			13,053
Shares redeemed		(56	)		(1,545	)		(79	)		(2,197	)		(35	)		(969	)		(4,114	)		(118,534	)
Net increase (decrease) in shares outstanding		279		$	7,532			318		$	8,891			142		$	3,913			(54	)	$	481

24

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25

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30, 2015			Year Ended October 31,
				2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	31.21		$	27.59		$	21.58		$	18.99		$	18.56		$	16.32
Income from investment operations:
Net investment income		0.29			0.73			0.50			0.45			0.39			0.32
Net gains (losses) from investments (both realized and unrealized)		1.12			3.33			6.00			2.60			0.30			2.22
Total income (loss) from investment operations		1.41			4.06			6.50			3.05			0.69			2.54
Less distributions:
Dividends from net investment income		(0.67	)		(0.44	)		(0.49	)		(0.46	)		(0.26	)		(0.30	)
Distributions from net realized gains		(2.01	)		—			—			—			—			—
Total distributions		(2.68	)		(0.44	)		(0.49	)		(0.46	)		(0.26	)		(0.30	)
Net asset value, end of period	$	29.94		$	31.21		$	27.59		$	21.58		$	18.99		$	18.56
Total return B		4.70	%D		14.89	%		30.70	%		16.48	%		3.69	%		15.68	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	6,314,575		$	5,816,013		$	5,428,755		$	3,914,173		$	3,380,918		$	3,366,011
Ratios to average net assets:
Expenses, before reimbursements		0.58	%C		0.58	%		0.58	%		0.59	%		0.58	%		0.59	%
Expenses, net of reimbursements		0.58	%C		0.58	%		0.58	%		0.59	%		0.58	%		0.59	%
Net investment income (loss), before reimbursements		1.85	%C		2.35	%		1.99	%		2.23	%		1.96	%		1.73	%
Net investment income, net of reimbursements		1.85	%C		2.35	%		1.99	%		2.23	%		1.96	%		1.73	%
Portfolio turnover rate		16	%D		29	%		34	%		30	%		90	%		28	%

^A On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

^B  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Annualized.

^D Not annualized.

26

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six Months Ended April 30, 2015			Year Ended October 31,															Six Months Ended April 30, 2015			Year Ended October 31,
			2014			2013			2012			2011A			2010						2014			2013			2012			2011A			2010
(unaudited)
																		(unaudited)
$	31.04		$	27.46		$	21.47		$	18.92		$	18.49		$	16.32		$	29.51		$	26.11		$	20.43		$	17.99		$	17.61		$	15.51
	0.28			0.64			0.40			0.53			0.37			0.29			0.22			0.57			0.39			0.36			0.30			0.23
	1.12			3.37			6.05			2.50			0.30			2.22			1.06			3.18			5.69			2.47			0.29			2.12
	1.40			4.01			6.45			3.03			0.67			2.51			1.28			3.75			6.08			2.83			0.59			2.35
	(0.66	)		(0.43	)		(0.46	)		(0.48	)		(0.24	)		(0.34	)		(0.57	)		(0.35	)		(0.40	)		(0.39	)		(0.21	)		(0.25	)
	(2.01	)		—			—			—			—			—			(2.01	)		—			—			—			—			—
	(2.67	)		(0.43	)		(0.46	)		(0.48	)		(0.24	)		(0.34	)		(2.58	)		(0.35	)		(0.40	)		(0.39	)		(0.21	)		(0.25	)
$	29.77		$	31.04		$	27.46		$	21.47		$	18.92		$	18.49		$	28.21		$	29.51		$	26.11		$	20.43		$	17.99		$	17.61
	4.68	%D		14.78	%		30.59	%		16.43	%		3.58	%		15.50	%		4.53	%D		14.50	%		30.26	%		16.05	%		3.30	%		15.27	%
$	454,462		$	434,881		$	327,939		$	88,509		$	134,968		$	2,123		$	3,923,344		$	4,158,361		$	3,899,011		$	3,635,333		$	3,761,691		$	4,140,584
	0.66	%C		0.67	%		0.66	%		0.69	%		0.69	%		0.70	%		0.93	%C		0.93	%		0.93	%		0.96	%		0.95	%		0.96	%
	0.66	%C		0.67	%		0.66	%		0.69	%		0.69	%		0.70	%		0.93	%C		0.93	%		0.93	%		0.96	%		0.95	%		0.96	%
	1.76	%C		2.24	%		1.78	%		2.12	%		1.88	%		1.51	%		1.50	%C		2.01	%		1.67	%		1.89	%		1.59	%		1.36	%
	1.76	%C		2.24	%		1.78	%		2.12	%		1.88	%		1.51	%		1.50	%C		2.01	%		1.67	%		1.89	%		1.59	%		1.36	%
	16	%D		29	%		34	%		30	%		90	%		28	%		16	%D		29	%		34	%		30	%		90	%		28	%

27

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30, 2015			Year Ended October 31,
				2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	29.24		$	25.89		$	20.25		$	17.83		$	17.47		$	15.39
Income from investment operations:
Net investment income		0.21			0.47			0.35			0.31			0.27			0.21
Net gains (losses) from investments (both realized and unrealized)		(1.89	)		3.20			5.65			2.48			0.28			2.10
Total income (loss) from investment operations		(1.68	)		3.67			6.00			2.79			0.55			2.31
Less distributions:
Dividends from net investment income		(0.57	)		(0.32	)		(0.36	)		(0.37	)		(0.19	)		(0.23	)
Distributions from net realized gains		(2.01	)		—			—			—			—			—
Total distributions		(2.58	)		(0.32	)		(0.36	)		(0.37	)		(0.19	)		(0.23	)
Net asset value, end of period	$	24.98		$	29.24		$	25.89		$	20.25		$	17.83		$	17.47
Total return B		4.46	%D		14.35	%		30.05	%		15.96	%		3.11	%		15.14	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	159,479		$	149,423		$	128,528		$	103,629		$	129,739		$	128,080
Ratios to average net assets:
Expenses, before reimbursements		1.06	%C		1.07	%		1.07	%		1.08	%		1.08	%		1.10	%
Expenses, net of reimbursements		1.06	%C		1.07	%		1.07	%		1.08	%		1.08	%		1.10	%
Net investment income (loss), before reimbursements		1.36	%C		1.83	%		1.52	%		1.78	%		1.46	%		1.23	%
Net investment income, net of reimbursements		1.36	%C		1.83	%		1.52	%		1.78	%		1.46	%		1.23	%
Portfolio turnover rate		16	%D		29	%		34	%		30	%		90	%		28	%

^A On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Annualized.

^D Not annualized.

^E Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

28

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Retirement Class																		A Class
Six Months Ended April 30, 2015			Year Ended October 31,															Six Months Ended April 30, 2015			Year Ended October 31,												May 17 to Oct. 31, 2010
			2014			2013			2012			2011A			2010						2014			2013			2012			2011A
(unaudited)																		(unaudited)
$	28.74		$	25.48		$	20.07		$	17.74		$	17.32		$	15.36		$	29.38		$	26.03		$	20.41		$	18.01		$	17.61		$	16.93
	0.09			0.57			0.35			0.28			0.20			0.18			0.26			0.54			0.38			0.36			0.24			0.03
	2.68			2.98			5.50			2.42			0.30			2.07			(11.63	)		3.16			5.65			2.44			0.31			0.65
	2.77			3.55			5.85			2.70			0.50			2.25			(11.37	)		3.70			6.03			2.80			0.55			0.68
	(0.53	)		(0.29	)		(0.44	)		(0.37	)		(0.08	)		(0.29	)		(0.62	)		(0.35	)		(0.41	)		(0.40	)		(0.15	)		—
	(2.01	)		—			—			—			—			—			(2.01	)		—			—			—			—			—
	(2.54	)		(0.29	)		(0.44	)		(0.37	)		(0.08	)		(0.29	)		(2.63	)		(0.35	)		(0.41	)		(0.40	)		(0.15	)		—
$	28.97		$	28.74		$	25.48		$	20.07		$	17.74		$	17.32		$	15.38		$	29.38		$	26.03		$	20.41		$	18.01		$	17.61
	4.31	%D		14.04	%		29.68	%		15.57	%		2.86	%		14.78	%		4.49	%D		14.37	%		30.03	%		15.91	%		3.12	%		4.02	%D
$	11,331		$	12,668		$	4,132		$	2,230		$	1,019		$	2		$	39,695		$	22,782		$	11,905		$	6,222		$	3,942		$	814
	1.32	%C		1.32	%		1.33	%		1.42	%		1.39	%		1.37	%		0.96	%C		1.04	%		1.08	%		1.12	%		1.16	%		1.06	%C
	1.32	%C		1.32	%		1.33	%		1.42	%		1.39	%		1.37	%		0.96	%C		1.04	%		1.08	%		1.12	%		1.16	%		1.06	%C
	1.11	%C		1.58	%		1.18	%		1.19	%		1.06	%		0.95	%		1.43	%C		1.83	%		1.44	%		1.66	%		1.37	%		1.09	%C
	1.11	%C		1.58	%		1.18	%		1.19	%		1.06	%		0.95	%		1.43	%C		1.83	%		1.44	%		1.66	%		1.37	%		1.09	%C
	16	%D		29	%		34	%		30	%		90	%		28	%		16	%D		29	%		34	%		30	%		90	%		28	%E

29

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30, 2015			Year Ended October 31,												Sept. 1 to Oct. 31, 2010
				2014			2013			2012			2011A
	(unaudited)
Net asset value, beginning of period	$	29.03		$	25.81		$	20.29		$	17.95		$	17.58		$	16.17
Income from investment operations:
Net investment income (loss)		0.16			0.35			0.23			0.22			0.10			(0.01	)
Net gains (losses) from investments (both realized and unrealized)		1.00			3.11			5.58			2.42			0.32			1.42
Total income (loss) from investment operations		1.16			3.46			5.81			2.64			0.42			1.41
Less distributions:
Dividends from net investment income		(0.42	)		(0.24	)		(0.29	)		(0.30	)		(0.05	)		—
Distributions from net realized gains		(2.01	)		—			—			—			—			—
Total distributions		(2.43	)		(0.24	)		(0.29	)		(0.30	)		(0.05	)		—
Net asset value, end of period	$	27.76		$	29.03		$	25.81		$	20.29		$	17.95		$	17.58
Total return B		4.14	%C		13.48	%		29.00	%		14.97	%		2.36	%		8.72	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	12,181		$	9,964		$	5,200		$	2,468		$	1,329		$	38
Ratios to average net assets:
Expenses, before reimbursements or recoupments		1.72	%D		1.79	%		1.84	%		1.88	%		2.54	%		2.14	%D
Expenses, net of reimbursements or recoupments		1.72	%D		1.81	%		1.92	%		1.87	%		1.84	%		1.87	%D
Net investment income (loss), before reimbursements or recoupments		0.70	%D		1.09	%		0.68	%		0.89	%		(0.01	)%		(0.76	)%D
Net investment income, net of reimbursements or recoupments		0.70	%D		1.07	%		0.60	%		0.89	%		0.68	%		(0.50	)%D
Portfolio turnover rate		16	%C		29	%		34	%		30	%		90	%		28	%E

^A On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized.

^E Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

30

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

AMR Class
Six Months Ended April 30, 2015			Year Ended October 31,
			2014			2013			2012			2011A			2010
(unaudited)
$	30.90		$	27.31		$	21.36		$	18.81		$	18.37		$	16.14
	0.33			0.77			0.57			0.52			0.41			0.34
	1.11			3.33			5.92			2.54			0.32			2.22
	1.44			4.10			6.49			3.06			0.73			2.56
	(0.76	)		(0.51	)		(0.54	)		(0.51	)		(0.29	)		(0.33	)
	(2.01	)		—			—			—			—			—
	(2.77	)		(0.51	)		(0.54	)		(0.51	)		(0.29	)		(0.33	)
$	29.57		$	30.90		$	27.31		$	21.36		$	18.81		$	18.37
	4.85	%C		15.20	%		31.05	%		16.75	%		3.94	%		16.04	%
$	799,193		$	823,261		$	729,175		$	602,667		$	568,768		$	558,089
	0.31	%D		0.32	%		0.32	%		0.33	%		0.33	%		0.34	%
	0.31	%D		0.32	%		0.32	%		0.33	%		0.33	%		0.34	%
	2.11	%D		2.59	%		2.26	%		2.51	%		2.21	%		1.98	%
	2.11	%D		2.59	%		2.26	%		2.51	%		2.21	%		1.98	%
	16	%C		29	%		34	%		30	%		90	%		28	%

31

Results of Shareholder Meeting

(Unaudited)

Special meetings of shareholders of each of the portfolios of the American Beacon Funds (the “Trust”) were held on April 7 and April 28, 2015. The shareholders of the Large Cap Value Fund (the “Fund”) approved a new investment management agreement between American Beacon Advisors, Inc. and the Fund. This proposal required a majority of shareholders of the Fund to achieve a quorum. The following are the results of the shareholder votes for this proposal:

Fund	For		Against		Abstain		Non-Voting
Large Cap Value		4,532,511,639.83		68,585,862.71		135,113,682.54		972,548,464.24

Special meetings of shareholders of the Trust were held on April 7 and April 28, 2015. The shareholders of the Trust approved the re-election of nine of the current Trustees to the Board of the American Beacon Trust and to elect two additional Trustees to the Board. This proposal required a majority of the shareholders of the Trust to achieve a quorum. The following are the results of the election of each Trustee:

Gilbert G. Alvarado
Affirmative	17,498,277,594.15
Withhold	242,060,281.87
Joseph B. Armes
Affirmative	17,495,833,591.04
Withhold	244,504,284.98
Gerard J. Arpey
Affirmative	17,502,516,555.24
Withhold	237,821,320.78
W. Humphrey Bogart
Affirmative	17,374,854,476.19
Withhold	365,483,399.83
Brenda A. Cline
Affirmative	17,504,753,521.13
Withhold	235,584,354.89
Eugene J. Duffy
Affirmative	17,272,913,641.26
Withhold	467,424,234.76
Thomas M. Dunning
Affirmative	17,494,495,630.88
Withhold	245,842,245.14
Alan D. Feld
Affirmative	15,741,742,569.13
Withhold	1,998,595,306.89
Richard A. Massman
Affirmative	17,494,285,443.12
Withhold	246,052,432.90
Barbara J. McKenna
Affirmative	17,278,477,252.86
Withhold	461,860,623.16
R. Gerald Turner
Affirmative	17,496,133,103.13
Withhold	244,204,772.89

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33

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your

shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, Investor, Advisor, and Retirement Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. A complete schedule of the Fund’s portfolio holdings is also at www.americanbeaconfunds.com approximately twenty days after the end of each month.	Availability of Proxy Voting Policy and Records A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services, LLC Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds and the American Beacon Large Cap Value Fund are service marks of American Beacon Advisors, Inc.

SAR 4/15    

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overview	2
Schedule of Investments	5
Financial Statements	13
Notes to the Financial Statements	17
Financial Highlights	30
Additional Information	Back Cover

Investing in small-capitalization stocks may involve greater volatility and lower liquidity than larger company stocks. Investing in value stocks may limit downside risk over time; however, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. The use of futures contracts for cash management may subject the Fund to losing more money than invested. The Fund may participate in a securities lending program. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and the Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2015

Dear Shareholders,   After the U.S. stock market reached record highs at the end of 2014, its movement during the first few days of the new year reminded us of its volatile nature. Domestic stocks roiled throughout the first quarter of 2015, but ended the period relatively unchanged. However, the biggest surprises were the U.S. dollar’s sharp increase in value and falling energy prices.   Small- and mid-cap domestic stocks, which were less affected by the U.S. dollar’s strength and declining oil prices, outperformed large-cap domestic stocks during the same period.

For the six months ended April 30, 2015, the American Beacon Small Cap Value Fund (Investor Class) returned 3.53%. The Fund is designed to provide long-term capital appreciation and current income primarily through investments in small market capitalization U.S. stocks.

In comparison, the Russell 2000 Value Index - which measures the performance of small-cap domestic stocks – returned 2.05% during the same period.

American Beacon Advisors identifies and partners with experienced asset managers from across all asset classes to help protect our shareholders’ portfolios over the long term. We are proud to offer a variety of funds that allow investors to take advantage of different asset classes.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon Small Cap Value Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Investor Class of the Small Cap Value Fund (the “Fund”) returned 3.53% for the six months ended April 30, 2015, outperforming the Russell 2000^® Value Index (the “Index”) return of 2.05% for the same period.

Total Returns for the Period ended 4/30/15
	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		3.73	%		6.73	%		12.54	%		9.01	%
Y Class (1,2,8)		3.68	%		6.63	%		12.43	%		8.92	%
Investor Class (1,8)		3.53	%		6.33	%		12.13	%		8.66	%
Advisor Class (1,3,8)		3.47	%		6.18	%		11.98	%		8.46	%
Retirement Class (1,4,8)		3.31	%		5.90	%		11.66	%		8.28	%
A Class with sales charges (1,5,8)		(2.42	)%		0.17	%		10.63	%		7.94	%
A Class without sales charges (1,5,8)		3.52	%		6.27	%		11.96	%		8.57	%
C Class with sales charge (1,6,8)		2.14	%		4.49	%		11.15	%		8.18	%
C Class without sales charge (1,6,8)		3.14	%		5.49	%		11.15	%		8.18	%
AMR Class (1,8)		3.89	%		7.01	%		12.83	%		9.29	%
Russell 2000 Value Index (7)		2.05	%		4.89	%		10.55	%		7.87	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call
1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/05 up to 8/3/09, the inception date of the Y Class and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/05.

3. A portion of the fees charged to the Advisor Class of the Fund was waived in 2009. Performance prior to waiving fees was lower than the actual returns shown in 2009.

4. Fund performance for the ten-year period represents the returns achieved by the Advisor Class from 4/30/05 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor Class. As a result, total returns shown may be higher than they would have been had the Retirement Class been in existence since 4/30/05.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/05. A portion of the fees charged to the A Class of the Fund was waived in 2010 and since 2012. Performance prior to waiving fees was lower than the actual returns shown. The maximum sales charge for A Class is 5.75%.

6. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/05. A portion of the fees charged to the C Class of the Fund was waived in 2010 and since 2012. Performance prior to waiving fees was lower than the actual returns shown in 2010 and since 2012. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

7. The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values. Russell 2000 Value Index and Russell 2000 Index are registered trademarks of the Frank Russell Company. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.81%, 0.90%, 1.17%, 1.30%, 1.58%, 1.21%, 1.98%, and 0.55%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund outperformed the Index primarily due to stock selection as sector allocation added minimal value relative to the Index.

From a stock selection stand point, holdings in the Financials sector added more than 100 basis points (1.00%) to performance. In the Financials sector, Credit Acceptance (up 60.1%) and First Horizon National (up 11.7%) were the largest contributors. Not owning Cousins Properties, which was down 24.1% in the Index, also added relative value in the Financials sector. The Fund’s Industrials companies contributed more than 75 basis points (0.75%) to performance. Matson (up 44.5%), Comfort Systems USA (up 35.2%) and Masonite International (up 24.1%) added the most relative value to the Fund’s returns in the Industrials sector.

2

American Beacon Small Cap Value Fund^SM

Fund Expenses

April 30, 2015 (Unaudited)

The Fund’s overweight position in the Consumer Discretionary sector added more than 20 basis points (0.20%) to performance through sector allocation. An overweight in Industrials, one of the poorer performing sectors in the Index, detracted from the Fund’s returns.

The sub-advisors continue to focus on uncovering investment opportunities through stock selection that should benefit the Fund’s performance over the longer-term.

Top Ten Holdings (% Net Assets)
Con-way, Inc.	1.1
First Horizon National Corp.	1.0
Mentor Graphics Corp.	0.9
Synovus Financial Corp.	0.8
Great Plains Energy, Inc.	0.8
American Axle & Manufacturing Holdings, Inc.	0.7
Portland General Electric Co.	0.7
Vishay Intertechnology, Inc.	0.7
Webster Financial Corp.	0.6
Barnes Group, Inc.	0.6
Total Fund Holdings	610

Sector Allocation (% Equities)
Financials	29.7
Industrials	21.5
Consumer Discretionary	15.7
Information Technology	12.3
Health Care	5.4
Materials	5.2
Utilities	4.1
Energy	3.4
Consumer Staples	2.2
Telecommunication Services	0.5

3

American Beacon Small Cap Value Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2014 through April 30, 2015.

Actual Expenses

The “Actual” lines of the table provide 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 “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as sales charges (loads). Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning Account Value 11/1/14		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Institutional Class
Actual	$	1,000.00	$	1,037.31	$	4.09
Hypothetical **	$	1,000.00	$	1,020.78	$	4.06
Y Class
Actual	$	1,000.00	$	1,036.84	$	4.55
Hypothetical **	$	1,000.00	$	1,020.33	$	4.51
Investor Class
Actual	$	1,000.00	$	1,035.31	$	5.90
Hypothetical **	$	1,000.00	$	1,018.99	$	5.86
Advisor Class
Actual	$	1,000.00	$	1,034.71	$	6.61
Hypothetical **	$	1,000.00	$	1,018.30	$	6.56
Retirement Class
Actual	$	1,000.00	$	1,033.09	$	7.91
Hypothetical **	$	1,000.00	$	1,017.01	$	7.85
A Class
Actual	$	1,000.00	$	1,035.17	$	6.21
Hypothetical **	$	1,000.00	$	1,018.70	$	6.16
C Class
Actual	$	1,000.00	$	1,031.40	$	9.97
Hypothetical **	$	1,000.00	$	1,014.98	$	9.89
AMR Class
Actual	$	1,000.00	$	1,038.89	$	2.78
Hypothetical **	$	1,000.00	$	1,022.07	$	2.76

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.81%, 0.90%, 1.17%, 1.31%, 1.57%, 1.23%, 1.98%, and 0.55% for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

4

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 94.73%
CONSUMER DISCRETIONARY - 14.90%
Auto Components - 2.04%
American Axle & Manufacturing Holdings, Inc.A		1,706,138	$	42,533
Biglari Holdings, Inc.		5,310		1,941
Cooper Tire & Rubber Co.		346,285		14,714
Dana Holding Corp.		762,196		16,441
Federal Signal Corp.		516,400		8,118
Modine Manufacturing Co.A		107,938		1,327
Remy International, Inc.		104,220		2,319
Standard Motor Products, Inc.		138,064		5,219
Tenneco, Inc.A		460,562		26,919
				119,531
Automobiles - 0.42%
Hyster-Yale Materials Handling, Inc.		41,492		3,043
Thor Industries, Inc.		196,250		11,808
Winnebago Industries, Inc.B		482,910		10,001
				24,852
Hotels, Restaurants & Leisure - 1.29%
Belmond Ltd., Class AA		796,690		9,815
Bravo Brio Restaurant Group, Inc.A		136,697		2,014
Brinker International, Inc.		189,935		10,517
Cheesecake Factory, Inc.		447,001		22,407
Cracker Barrel Old Country Store, Inc.		53,800		7,127
International Speedway Corp., Class A		101,774		3,701
Interval Leisure Group, Inc.		127,474		3,160
Lakes Entertainment, Inc.A		75,400		661
Life Time Fitness, Inc.A		96,630		6,909
Ruby Tuesday, Inc.A		817,000		5,948
Speedway Motorsports, Inc.		157,860		3,615
				75,874
Household Durables - 3.67%
ACCO Brands Corp.A		770,610		6,065
Cavco Industries, Inc.A		89,639		5,878
Ethan Allen Interiors, Inc.		548,630		13,288
Haverty Furniture Companies, Inc.		86,422		1,855
Helen of Troy Ltd.A		267,211		23,410
HNI Corp.		89,327		4,166
KB HomeB		220,560		3,196
Kimball International, Inc., Class B		173,566		1,756
Knoll, Inc.		757,769		17,254
La-Z-Boy, Inc.		120,815		3,167
M/I Homes, Inc.A		436,900		9,856
Matthews International Corp., Class A		52,040		2,526
MDC Holdings, Inc.B		186,700		5,011
Meritage Homes Corp.		151,400		6,475
Ryland Group, Inc.		178,400		7,354
Standard Pacific Corp.A		1,809,730		14,659
Taylor Morrison Home Corp., Class AA		126,400		2,341
Tempur Sealy International, Inc.A		459,700		28,000
TRI Pointe Homes, Inc.A		655,100		9,355
Universal Electronics, Inc.A		134,690		7,265
Whirlpool Corp.		159,955		28,088
William Lyon Homes, Class AA		670,870		14,524
				215,489
Internet & Catalog Retail - 0.17%
HSN, Inc.		51,935		3,242
Insight Enterprises, Inc.A		234,258		6,704
				9,946
Leisure Equipment & Products - 0.05%
LeapFrog Enterprises, Inc.A		241,347		545

	Shares		Fair Value
			(000’s)
Vista Outdoor, Inc.A		50,140	$	2,195
				2,740
Media - 1.75%
AH Belo Corp., Class A		109,255		731
Banner Corp.		37,090		1,677
Entercom Communications Corp., Class AA		183,297		2,178
EW Scripps Co., Class A		814,778		18,976
John Wiley & Sons, Inc., Class A		45,588		2,593
Meredith Corp.		293,200		15,258
New York Times Co., Class A		1,052,338		14,091
Saga Communications, Inc., Class A		3,787		151
Scholastic Corp.		123,500		5,019
Sinclair Broadcast Group, Inc., Class AB		259,900		7,963
Starz - Liberty CapitalA		351,000		13,805
Time, Inc.		524,600		11,977
TiVo, Inc.A		669,470		7,398
Travelzoo, Inc.A		65,694		863
				102,680
Multiline Retail - 0.39%
Big Lots, Inc.		55,860		2,546
Bon-Ton Stores, Inc.B		93,663		672
Dillard’s, Inc., Class A		140,090		18,433
Stein Mart, Inc.		90,002		1,065
				22,716
Specialty Retail - 4.14%
Aaron’s, Inc.		231,525		7,872
American Eagle Outfitters, Inc.		1,196,697		19,039
ANN, Inc.A		235,883		8,931
Big 5 Sporting Goods Corp.		284,985		3,887
Buckle, Inc.B		286,719		12,845
Children’s Place Retail Stores, Inc.		198,750		12,056
Destination Maternity Corp.		159,920		1,885
Express, Inc.		956,045		15,584
Finish Line, Inc., Class A		122,963		3,016
Francesca’s Holdings Corp.A		148,113		2,508
GameStop Corp., Class AB		412,000		15,878
Genesco, Inc.A		134,170		9,069
GNC Holdings, Inc., Class A		261,984		11,278
Group 1 Automotive, Inc.		92,800		7,329
Hibbett Sports, Inc.A		19,237		900
Kirkland’s, Inc.A		114,662		2,722
Men’s Wearhouse, Inc.		433,323		24,522
Murphy USA, Inc.A		174,100		11,374
PC Connection, Inc.		21,524		523
Penske Automotive Group, Inc.		250,618		12,233
Pep Boys, Inc.A		812,640		7,444
Pier 1 Imports, Inc.B		189,773		2,401
Rent-A-Center, Inc.		202,700		6,000
Rush Enterprises, Inc., Class AA		603,100		15,765
Sonic Automotive, Inc., Class A		1,216,016		28,395
				243,456
Textiles & Apparel - 0.98%
Brown Shoe Company, Inc.		213,631		6,345
Deckers Outdoor Corp.A		83,070		6,147
Fossil Group, Inc.A		183,500		15,411
Guess?, Inc.		466,753		8,546
Movado Group, Inc.		49,116		1,438
Oxford Industries, Inc.		139,070		11,049
Unifirst Corp.		11,395		1,290
Vera Bradley, Inc.A		513,142		7,307
				57,533
Total Consumer Discretionary				874,817

See accompanying notes

5

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares	Fair Value
		(000’s)
CONSUMER STAPLES - 2.05%
Food & Drug Retailing - 1.29%
Andersons, Inc.	95,100	$	4,060
Casey’s General Stores, Inc.	229,606		18,869
Fresh Market, Inc.A B	261,660		9,195
Petmed Express, Inc.B	208,930		3,307
SpartanNash Co.	235,045		7,091
SUPERVALU, Inc.A	554,300		4,872
Vitamin Shoppe, Inc.A	656,891		27,510
Weis Markets, Inc.	16,024		711
			75,615
Food Products - 0.66%
Cal-Maine Foods, Inc.B	166,900		7,462
Dean Foods Co.	768,710		12,491
Fresh Del Monte Produce, Inc.	281,682		10,403
Omega Protein Corp.A	92,857		1,187
Sanderson Farms, Inc.B	94,460		7,096
			38,639
Personal Products - 0.04%
Medifast, Inc.A	82,295		2,469
Tobacco - 0.06%
Universal Corp.	80,261		3,775
Total Consumer Staples			120,498
ENERGY - 3.26%
Energy Equipment & Services - 1.23%
Amec Foster Wheeler B	95,476		1,335
Atwood Oceanics, Inc.	155,487		5,190
Cobalt International Energy, Inc.A	1,031,700		11,039
Dynegy, Inc.A	129,600		4,312
Flotek Industries, Inc.A	588,570		8,411
Gulf Island Fabrication, Inc.	193,530		2,553
McDermott International, Inc.A B	857,100		4,500	��
NRG Yield, Inc., Class AB	79,500		3,911
Patterson-UTI Energy, Inc.	644,010		14,393
Rowan Cos., PLCD	544,300		11,534
RPC, Inc.	331,540		5,275
			72,453
Oil & Gas - 2.03%
Abraxas Petroleum Corp.A	1,024,600		3,893
Bellatrix Exploration Ltd.A	600,470		1,885
Bill Barrett Corp.A	540,570		6,271
Callon Petroleum Co.A	456,200		4,078
Carrizo Oil & Gas, Inc.A	96,000		5,350
Cloud Peak Energy, Inc.A	664,240		4,311
Delek US Holdings, Inc.	219,200		8,093
Denbury Resources, Inc.	427,880		3,770
Gran Tierra Energy, Inc.A	688,380		2,561
Helix Energy Solutions Group, Inc.A	131,305		2,164
Kosmos Energy Ltd.A	752,500		7,359
LinnCo LLCB C	458,711		5,849
Natural Gas Services Group, Inc.A	225,090		5,706
Newfield Exploration Co.A	378,900		14,868
PBF Energy, Inc., Class A	328,700		9,329
Synergy Resources Corp.A	770,017		9,225
Ultra Petroleum Corp.A B	318,970		5,432
Western Refining, Inc.	431,724		19,017
			119,161
Total Energy			191,614

	Shares	Fair Value
		(000’s)
FINANCIALS - 28.16%
Banks - 13.27%
1st Source Corp.	76,030	$	2,366
Associated Banc-Corp.	1,488,155		27,992
Astoria Financial Corp.	404,880		5,332
BancorpSouth, Inc.	295,210		7,147
Bank of Hawaii Corp.	277,560		16,762
BankUnited, Inc.	324,850		10,675
BBCN Bancorp, Inc.	334,648		4,749
Berkshire Hills Bancorp, Inc.	64,938		1,819
Blue Hills Bancorp, Inc.A	73,602		988
BOK Financial Corp.	159,430		10,393
Boston Private Financial Holdings, Inc.	765,437		10,065
Brookline Bancorp, Inc.	971,288		10,461
Cardinal Financial Corp.	413,550		8,532
Cathay General Bancorp	287,502		8,217
Central Pacific Financial Corp.	334,710		7,665
Chemical Financial Corp.	292,936		9,052
City Holding Co.	68,562		3,152
City National Corp.	310,079		28,899
Clifton Bancorp, Inc.	270,180		3,688
CoBiz Financial, Inc.	526,927		6,328
Columbia Banking System, Inc.	582,930		17,313
Community Bank System, Inc.	32,760		1,145
Community Trust Bancorp, Inc.	24,400		783
CVB Financial Corp.	664,143		10,394
Dime Community Bancshares, Inc.	107,895		1,718
East West Bancorp, Inc.	290,900		11,808
First Commonwealth Financial Corp.	354,770		3,200
First Financial Bancorp	158,500		2,736
First Financial Corp.	95,514		3,243
First Horizon National Corp.	4,218,588		60,114
First Interstate Bancsystem, Inc., Class A	289,670		7,838
First Merchants Corp.	82,900		1,871
First Midwest Bancorp, Inc.	1,095,187		18,728
First Niagara Financial Group, Inc.	2,111,467		19,204
FirstMerit Corp.	501,046		9,705
Flushing Financial Corp.	38,640		740
FNB Corp.	454,360		6,029
Fulton Financial Corp.	1,148,035		13,960
Hancock Holding Co.	216,175		6,293
Hanmi Financial Corp.	520,100		11,068
Iberiabank Corp.	90,240		5,623
Independent Bank Corp.B	69,530		2,901
International Bancshares Corp.	397,285		10,321
Investors Bancorp, Inc.	1,210,000		14,326
MainSource Financial Group, Inc.	121,840		2,345
MB Financial, Inc.	204,349		6,157
National Bank Holdings Corp., Class A	89,500		1,701
National Penn Bancshares, Inc.	690,475		7,181
NBT Bancorp, Inc.	196,728		4,751
Northwest Bancshares, Inc.	386,000		4,752
Old National Bancorp	851,427		11,630
People’s United Financial, Inc.	858,000		12,964
Popular, Inc.A	662,000		21,469
PrivateBancorp, Inc.	257,993		9,564
Prosperity Bancshares, Inc.	548,134		29,236
Provident Financial Services, Inc.	282,577		5,086
Renasant Corp.B	91,830		2,728
S&T Bancorp, Inc.	204,754		5,508
Sandy Spring Bancorp, Inc.	73,330		1,911
Seacoast Banking Corp. of FloridaA	393,138		5,488
Simmons First National Corp., Class A	129,900		5,683

See accompanying notes

6

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
South State Corp.		87,500	$	5,926
Square 1 Financial Inc., Class A A		31,412		812
Sterling Bancorp		342,000		4,439
Stock Yards Bancorp, Inc.		39,326		1,369
TCF Financial Corp.		606,241		9,494
Tompkins Financial Corp.		33,870		1,766
Trustmark Corp.		293,703		6,990
UMB Financial Corp.		184,640		9,193
Umpqua Holdings Corp.		815,384		13,870
Union Bankshares Corp.		118,600		2,581
United Bankshares, Inc.		148,700		5,588
United Community Banks, Inc.		793,420		14,766
United Financial Bancorp, Inc.		58,500		746
Valley National Bancorp		2,135,830		20,141
Washington Federal, Inc.		993,416		21,458
Washington Trust Bancorp, Inc.		130,620		4,836
Webster Financial Corp.		1,011,323		36,235
WesBanco, Inc.		325,573		10,259
Wilshire Bancorp, Inc.		273,810		2,889
Wintrust Financial Corp.		639,192		31,153
Zions Bancorporation		393,500		11,150
				779,158
Diversified Financials - 3.27%
Ashford, Inc.A		1		0
Calamos Asset Management, Inc., Class A		267,705		3,312
Capitol Federal Financial, Inc.		514,750		6,177
Cash America International, Inc.		76,000		1,970
Credit Acceptance Corp.A		86,668		20,471
Customers Bancorp, Inc.A		261,900		6,602
Encore Capital Group, Inc.A		219,650		8,883
Enova International, Inc.A		69,540		1,287
Federated Investors, Inc., Class B		94,957		3,267
First BanCorp Puerto RicoA		598,300		3,596
GAMCO Investors, Inc., Class A		12,243		947
Greenhill & Co., Inc.		62,183		2,459
Home Loan Servicing Solutions Ltd.		317,690		214
Janus Capital Group, Inc.		201,030		3,598
KCG Holdings, Inc., Class A A		305,400		3,921
Nelnet, Inc., Class A		163,499		7,320
Northfield Bancorp, Inc.		214,520		3,096
Oppenheimer Holdings, Inc., Class A		191,660		4,579
Oritani Financial Corp.		139,840		2,084
Outerwall, Inc.B		72,500		4,816
Pacific Continental Corp.		188,100		2,426
Piper Jaffray Cos.A		212,937		10,743
PRA Group, Inc.		54,960		3,010
Prospect Capital Corp.B		128,755		1,075
Stifel Financial Corp.A		244,385		12,913
Synovus Financial Corp.		1,660,637		45,933
Texas Capital Bancshares, Inc.A		516,100		27,178
				191,877
Insurance - 7.55%
Allied World Assurance Co. Holdings AG		493,725		20,312
American Equity Investment Life Holding Co.		421,790		11,367
American Financial Group, Inc.		257,835		16,295
AMERISAFE, Inc.		43,200		1,952
Amtrust Financial Services, Inc.B		254,631		15,143
Argo Group International Holdings Ltd.		80,234		3,931
Aspen Insurance Holdings Ltd.		469,180		21,926
Assurant, Inc.		183,300		11,266
Assured Guaranty Ltd.		425,940		11,070
Axis Capital Holdings Ltd.		266,700		13,884

	Shares		Fair Value
			(000’s)
CNO Financial Group, Inc.		892,181	$	15,167
Employers Holdings, Inc.		58,400		1,426
Endurance Specialty Holdings Ltd.		293,565		17,725
Enstar Group Ltd.A		44,143		6,270
FBL Financial Group, Inc., Class A		143,800		8,379
First American Financial Corp.		230,820		8,030
Global Indemnity PLCA D		424,623		11,656
Hanover Insurance Group, Inc.		275,400		18,884
HCC Insurance Holdings, Inc.		263,460		15,007
Hilltop Holdings, Inc.A		287,460		5,781
Horace Mann Educators Corp.		956,344		32,488
Infinity Property & Casualty Corp.		54,738		4,059
Kemper Corp.		191,520		7,215
Maiden Capital Financing Trust		207,850		3,020
Mercury General Corp.		118,200		6,494
Montpelier Re Holdings Ltd.		305,868		11,657
National Western Life Insurance Co., Class A		14,383		3,446
Navigators Group, Inc.A		49,613		3,872
Old Republic International Corp.		912,960		13,959
Primerica, Inc.		176,430		8,155
ProAssurance Corp.		155,600		6,994
Radian Group, Inc.B		715,395		12,777
Reinsurance Group of America, Inc.		68,800		6,303
Renaissancere Holdings Ltd.		87,100		8,927
Safety Insurance Group, Inc.		157,800		9,176
Selective Insurance Group, Inc.		206,138		5,553
StanCorp Financial Group, Inc.		154,440		11,132
State Auto Financial Corp.		77,539		1,831
Stewart Information Services Corp.		60,140		2,195
Symetra Financial Corp.		701,970		16,672
Third Point Reinsurance Ltd.A		239,200		3,224
United Fire Group, Inc.		50,860		1,519
Validus Holdings Ltd.		311,510		13,030
White Mountains Insurance Group Ltd.		21,454		14,502
				443,671
Real Estate - 4.07%
Acadia Realty TrustE		229,450		7,090
Amerco, Inc.		78,050		25,135
American Assets Trust, Inc.E		238,090		9,476
Apollo Residential Mortgage, Inc.E		191,730		3,041
Ashford Hospitality Prime, Inc.E		104,774		1,641
Ashford Hospitality Trust, Inc.E		379,313		3,437
Brandywine Realty TrustE		426,375		6,217
CBL & Associates Properties, Inc.E		262,310		4,724
Corporate Office Properties TrustE		526,550		13,896
EPR PropertiesE		261,460		15,078
Geo Group, Inc.E		680,916		26,556
Granite Real Estate Investment TrustE		267,400		9,255
Healthcare Trust of America, Inc., Class AE		366,410		9,486
Hersha Hospitality TrustE		732,400		4,709
Hospitality Properties TrustE		128,503		3,865
Kite Realty Group TrustE		355,600		9,317
LTC Properties, Inc.E		124,000		5,389
Mack-Cali Realty Corp.E		313,771		5,632
Medical Properties Trust, Inc.E		790,440		11,050
New Residential Investment Corp.E		335,050		5,709
Pebblebrook Hotel TrustE		190,824		8,194
Pennsylvania Real Estate Investment TrustE		274,325		6,202
RAIT Financial TrustE		720,660		4,670
Ramco-Gershenson Properties TrustE		315,300		5,511
RLJ Lodging TrustE		212,000		6,290

See accompanying notes

7

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares	Fair Value
		(000’s)
St. Joe Co.A	192,132	$	3,353
Summit Hotel Properties, Inc.E	703,010		9,259
Urstadt Biddle Properties, Inc., Class AE	227,700		4,725
WCI Communities, Inc.A	423,311		9,842
			238,749
Total Financials			1,653,455
HEALTH CARE - 5.08%
Biotechnology - 0.07%
Charles River Laboratories International, Inc.A	34,814		2,407
PDL BioPharma, Inc.B	260,199		1,736
			4,143
Health Care Equipment & Supplies - 1.86%
Computer Programs and Systems, Inc.	124,560		6,518
Fabrinet	112,676		2,041
Globus Medical, Inc., Class AA	433,210		10,349
Haemonetics Corp.A	667,928		27,070
Hillenbrand, Inc.	344,210		10,116
Hill-Rom Holdings, Inc.	129,729		6,479
Integra LifeSciences Holdings Corp.A	84,565		4,971
Invacare Corp.	747,990		15,012
Meridian Bioscience, Inc.	366,860		6,501
Natus Medical, Inc.A	140,410		5,295
Sirona Dental Systems, Inc.	78,500		7,281
STERIS Corp.	111,800		7,435
			109,068
Health Care Providers & Services - 2.98%
Air Methods Corp.	289,500		13,230
Hanger Orthopedic Group, Inc.A	1,076,260		24,044
HealthSouth Corp.	535,710		24,225
IPC Healthcare, Inc.A	46,647		2,282
LifePoint Hospitals, Inc.A	443,560		33,214
Magellan Health Services, Inc.A	95,820		6,065
Omnicell, Inc.A	317,450		11,279
Owens & Minor, Inc.	287,148		9,683
Select Medical Holdings Corp.	970,925		14,127
Triple-S Management Corp., Class BA	151,553		2,837
Universal American Corp.	181,900		1,817
WellCare Health Plans, Inc.A	417,380		32,318
			175,121
Pharmaceuticals - 0.17%
Horizon Pharma PLCA D	349,790		9,836
Total Health Care			298,168
INDUSTRIALS - 20.38%
Aerospace & Defense - 1.44%
AAR Corp.	349,281		10,562
Aerovironment, Inc.A	350,150		8,964
Aircastle Ltd.	612,921		14,698
Curtiss-Wright Corp.	91,900		6,714
Moog, Inc., Class AA	15,191		1,062
Orbital ATK, Inc.	178,755		13,078
Triumph Group, Inc.	273,457		16,199
World Fuel Services Corp.	237,450		13,178
			84,455
Building Products - 2.33%
American Woodmark Corp.A	118,470		6,006
Apogee Enterprises, Inc.	184,047		9,685
Crane Co.	244,899		14,966
Masonite International Corp.	358,500		23,733
Owens Corning	452,090		17,478

	Shares	Fair Value
		(000’s)
Simpson Manufacturing Co., Inc.	891,705	$	29,229
Trex Co., Inc.A	611,700		28,701
Universal Forest Products, Inc.	122,684		6,787
			136,585
Commercial Services & Supplies - 7.75%
ABM Industries, Inc.	659,978		21,152
Aceto Corp.	255,600		4,954
American Public Education, Inc.A	49,461		1,379
Avery Dennison Corp.	74,320		4,131
Bridgepoint Education, Inc.A	78,773		691
Brink’s Co.	692,650		18,334
Capella Education Co.	140,330		7,582
CDI Corp.	90,869		1,239
Convergys Corp.	482,421		10,941
Con-way, Inc.	1,539,460		63,273
CSG Systems International, Inc.	628,580		18,304
CyrusOne, Inc.E	333,712		10,839
Deluxe Corp.	226,764		14,683
DeVry, Inc.	340,020		10,282
Dun & Bradstreet Corp.	133,720		17,072
Ennis, Inc.	80,374		1,236
FTI Consulting, Inc.A	238,870		9,820
G&K Services, Inc., Class A	62,130		4,386
Heidrick & Struggles International, Inc.	161,500		3,886
Herman Miller, Inc.	472,500		12,951
HMS Holdings Corp.A	426,800		7,260
Hudson Global, Inc.A	630,300		1,645
Interface, Inc.	667,584		14,507
Kelly Services, Inc., Class A	219,557		3,605
Kforce, Inc.	16,628		378
Koppers Holdings, Inc.	21,000		472
Korn/Ferry International	600,534		18,935
McGrath Rentcorp	231,298		7,658
Mobile Mini, Inc.	591,429		22,795
Monotype Imaging Holdings, Inc.	346,950		11,245
Monster Worldwide, Inc.A	351,795		2,072
Morningstar, Inc.	28,167		2,138
Navigant Consulting, Inc.A	289,689		4,189
PHH Corp.A	947,260		23,796
Pitney Bowes, Inc.	732,190		16,379
Quad Graphics, Inc.	124,400		2,680
Resources Connection, Inc.	155,633		2,453
RR Donnelley & Sons Co.	1,150,290		21,418
Steelcase, Inc., Class A	655,332		11,514
Strayer Education, Inc.A	20,815		1,056
TAL International Group, Inc.B	126,970		4,893
Tetra Tech, Inc.	46,500		1,261
TrueBlue, Inc.A	479,089		13,788
United Stationers Supply Co.	276,732		11,238
Viad Corp.	175,442		4,661
West Corp.	204,000		6,314
			455,485
Construction & Engineering - 1.13%
AECOM Technology Corp.A	194,500		6,138
Aegion Corp.A	122,262		2,252
Comfort Systems USA, Inc.	1,055,967		21,848
EMCOR Group, Inc.	127,962		5,711
Granite Construction, Inc.	260,210		9,032
MasTec, Inc.A	174,200		3,125
MYR Group, Inc.A	314,270		9,214
Tutor Perini Corp.	418,612		8,875
			66,195

See accompanying notes

8

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares	Fair Value
		(000’s)
Diversified Manufacturing - 0.59%
Barnes Group, Inc.	860,360	$	34,500
Electrical Equipment - 1.32%
Babcock & Wilcox Co.	407,700		13,177
Brady Corp., Class A	105,014		2,797
Encore Wire Corp.	66,900		3,011
EnerSys, Inc.	374,969		25,459
Geospace Technologies Corp.A	262,431		5,669
II-VI, Inc.	1,323,416		23,544
Regal-Beloit Corp.	52,390		4,097
			77,754
Industrial Conglomerates - 0.51%
GATX Corp.	110,000		5,984
ICF International, Inc.A	24,988		962
KBR, Inc.	1,156,200		20,198
Park-Ohio Industries, Inc.	28,762		1,333
Trimas Corp.A	57,646		1,624
			30,101
Industrial Services - 0.10%
Signature Group Holdings, Inc.A	763,975		5,623
Machinery - 3.36%
Actuant Corp., Class A	128,360		3,058
Ampco-Pittsburgh Corp.	20,108		322
Applied Industrial Technologies, Inc.	103,231		4,312
Astec Industries, Inc.	211,120		8,884
Briggs & Stratton Corp.	103,000		2,014
Chart Industries, Inc.A	225,860		9,159
CIRCOR International, Inc.	72,800		3,978
Columbus McKinnon Corp.	105,773		2,682
EnPro Industries, Inc.	261,900		16,764
ESCO Technologies, Inc.	59,006		2,166
FreightCar America, Inc.	240,188		6,267
Greenbrier Cos., Inc.B	101,200		5,838
Harsco Corp.	334,100		5,372
iRobot Corp.A B	230,390		7,469
John Bean Technologies Corp.	70,724		2,729
L.B. Foster Co., Class A	58,881		2,516
Lindsay Corp.B	126,240		9,997
Meritor, Inc.A	1,869,800		24,531
Miller Industries, Inc.	231,100		5,172
Mueller Industries, Inc.	283,950		9,950
NACCO Industries, Inc., Class A	10,688		523
Oshkosh Corp.	419,200		22,570
Tennant Co.	21,710		1,396
Terex Corp.	716,400		19,672
TimkenSteel Corp.	293,870		8,578
Valmont Industries, Inc.B	68,800		8,670
Wabash National Corp.A	52,755		740
Watts Water Technologies, Inc., Class A	36,489		1,990
			197,319
Marine - 0.45%
Great Lakes Dredge & Dock Corp.	973,520		5,646
Matson, Inc.	511,100		20,700
			26,346
Road & Rail - 1.00%
Forward Air Corp.	399,981		20,147
Heartland Express, Inc.	412,600		8,632
Marten Transport Ltd.	294,506		6,556
Quality Distribution, Inc.A	55,370		549
Ryder System, Inc.	196,290		18,718
Swift Transportation Co.A	123,600		2,991

	Shares	Fair Value
		(000’s)
TravelCenters of America LLCA C	66,800	$	1,148
			58,741
Trading Companies & Distributors - 0.40%
Air Lease Corp.	374,660		14,473
WESCO International, Inc.A B	123,210		8,888
			23,361
Total Industrials			1,196,465
INFORMATION TECHNOLOGY - 11.69%
Communications Equipment - 1.47%
Adtran, Inc.	178,743		2,969
Anixter International, Inc.	54,893		3,875
ARRIS Group, Inc.A	721,008		24,279
Bel Fuse, Inc., Class B	63,523		1,304
Brocade Communications Systems, Inc.	1,814,810		20,507
CommScope Holding Co., Inc.A	431,600		12,737
Extreme NetworksA	1,883,600		4,747
Finisar Corp.A	136,771		2,781
Plantronics, Inc.	213,917		11,395
Ubiquiti Networks, Inc.	64,176		1,834
			86,428
Computers & Peripherals - 0.54%
Electronics for Imaging, Inc.A	186,360		7,777
Lexmark International, Inc., Class A	324,600		14,409
Mercury Systems, Inc.A	682,937		9,431
			31,617
Electronic Equipment & Instruments - 3.62%
Arrow Electronics, Inc.	348,200		20,791
Avnet, Inc.	100,200		4,272
AVX Corp.	471,270		6,489
Benchmark Electronics, Inc.A	615,455		14,482
Celestica, Inc.A	228,800		2,794
ChipMOS TECHNOLOGIES Bermuda Ltd.	61,680		1,425
Coherent, Inc.	41,207		2,472
DTS, Inc.A	92,853		3,329
Ingram Micro, Inc., Class AA	768,111		19,326
Itron, Inc.A	87,516		3,138
Knowles Corp.A B	447,880		8,586
Littelfuse, Inc.	19,150		1,877
Methode Electronics, Inc.	357,400		15,175
Nanometrics, Inc.A	299,186		4,625
Newport Corp.A	57,746		1,101
Plexus Corp.A	488,156		21,015
Rofin-Sinar Technologies, Inc.A	60,681		1,436
Sanmina Corp.A	628,286		12,773
Scansource, Inc.A	388,316		15,474
Tech Data Corp.A	166,739		9,399
Tronox Ltd., Class A	146,290		3,065
Vishay Intertechnology, Inc.	3,134,652		39,748
			212,792
Internet Software & Services - 0.33%
Constant Contact, Inc.A	211,500		7,371
Engility Holdings, Inc.	47,900		1,335
Netgear, Inc.A	142,487		4,313
Perficient, Inc.A	297,600		6,139
			19,158
IT Consulting & Services - 1.24%
Acxiom Corp.A	591,539		10,328
CACI International, Inc., Class AA	96,070		8,477
Computer Task Group, Inc.	81,641		672
Mantech International Corp., Class A	92,870		2,715
MoneyGram International, Inc.A	223,054		1,729

See accompanying notes

9

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares	Fair Value
		(000’s)
Science Applications International Corp.	59,230	$	2,967
Sykes Enterprises, Inc.A	370,518		9,274
SYNNEX Corp.	265,162		20,285
Syntel, Inc.A	185,700		8,360
Unisys Corp.A	103,506		2,253
Virtusa Corp.A	145,700		5,799
			72,859
Semiconductor Equipment & Products - 3.19%
Advanced Energy Industries, Inc.A	144,000		3,522
Amkor Technology, Inc.A	635,574		4,468
Brooks Automation, Inc.	2,532,547		27,250
Diodes, Inc.A	1,255,299		33,543
Fairchild Semiconductor International, Inc.A	1,721,174		31,265
Integrated Device Technology, Inc.A	99,899		1,817
Integrated Silicon Solution, Inc.	90,580		1,680
IXYS Corp.	107,130		1,212
Kulicke & Soffa Industries, Inc.A	408,884		6,178
Microsemi Corp.	240,995		8,040
MKS Instruments, Inc.	220,890		7,689
Omnivision Technologies, Inc.A	186,204		5,194
PDF Solutions, Inc.A	388,510		7,020
Photronics, Inc.A	1,139,175		9,991
QLogic Corp.A	994,655		14,621
Rovi Corp.A	66,220		1,226
Teradyne, Inc.	638,040		11,644
Ultra Clean Holdings, Inc.A	50,333		303
Xcerra Corp.A	1,091,000		10,725
			187,388
Software - 1.30%
Comverse, Inc.A	295,980		7,252
DST Systems, Inc.	47,770		5,497
FARO Technologies, Inc.A	324,966		12,943
Mentor Graphics Corp.	2,122,740		50,797
			76,489
Total Information Technology			686,731
MATERIALS - 4.88%
Chemicals - 1.78%
A. Schulman, Inc.	141,149		5,992
American Vanguard Corp.	163,000		1,778
Cabot Corp.	206,958		8,845
Calgon Carbon Corp.	243,930		5,413
Chemtura Corp.A	122,033		3,677
Cytec Industries, Inc.	165,710		9,162
Innospec, Inc.	216,752		9,472
Intrepid Potash, Inc.	543,410		6,809
Olin Corp.	133,660		3,947
PolyOne Corp.	596,200		23,281
Quaker Chemical Corp.	29,618		2,465
Rayonier Advanced Materials, Inc.	92,807		1,551
Scotts Miracle-Gro Co., Class A	256,077		16,520
Stepan Co.	110,952		5,651
			104,563
Construction Materials - 0.03%
Boise Cascade Co.A	51,509		1,787
Containers & Packaging - 0.00%
UFP Technologies, Inc.A	7,644		155
Metals & Mining - 2.21%
Carpenter Technology Corp.	218,260		9,440
Coeur d’Alene Mines Corp.B	380,049		1,984

	Shares	Fair Value
		(000’s)
Commercial Metals Co.	231,097	$	3,836
Gibraltar Industries, Inc.A	492,819		8,161
Global Brass & Copper Holdings, Inc.	143,610		2,189
Haynes International, Inc.	128,940		5,734
Hecla Mining Co.	1,414,700		4,272
Horsehead Holding Corp.A B	1,126,300		16,838
Kaiser Aluminum Corp.	318,200		25,575
Materion Corp.	51,999		2,079
Noranda Aluminum Holding Corp.	1,357,600		4,534
Pan American Silver Corp.	198,193		1,887
Steel Dynamics, Inc.	864,900		19,140
Stillwater Mining Co.A	726,700		9,760
United States Steel Corp.B	523,400		12,572
Worthington Industries, Inc.	54,789		1,481
			129,482
Paper & Forest Products - 0.86%
Domtar Corp.	243,560		10,527
Glatfelter Co.	143,100		3,549
Louisiana-Pacific Corp.A	1,398,226		21,308
Neenah Paper, Inc.	76,891		4,650
Resolute Forest Products, Inc.A	359,270		5,540
Schweitzer-Mauduit International, Inc.	116,700		5,159
			50,733
Total Materials			286,720
TELECOMMUNICATION SERVICES - 0.50%
Diversified Telecommunication Services - 0.26%
Atlantic Tele-Network, Inc.	51,710		3,414
EchoStar Corp., Class AA	169,040		8,452
IDT Corp., Class B	77,726		1,324
magicJack VocalTec Ltd.A B	229,418		1,491
Premiere Global Services, Inc.A	72,647		742
			15,423
Wireless Telecommunication Services - 0.24%
Iridium Communications, Inc.A B	361,400		3,675
Telephone & Data Systems, Inc.	385,083		10,285
			13,960
Total Telecommunication Services			29,383
UTILITIES - 3.83%
Electric - 2.63%
Allete, Inc.	108,760		5,471
El Paso Electric Co.	383,990		14,288
Empire District Electric Co.	175,500		4,137
Great Plains Energy, Inc.	1,750,890		45,839
Hawaiian Electric Industries, Inc.	275,264		8,616
IDACORP, Inc.	132,885		8,017
NorthWestern Corp.	362,170		18,865
PNM Resources, Inc.	304,480		8,458
Portland General Electric Co.	1,162,374		40,869
			154,560
Gas - 0.44%
Chesapeake Utilities Corp.	202,385		9,670
Laclede Group, Inc.	122,440		6,358
New Jersey Resources Corp.	326,600		9,965
			25,993
Gas Utilities - 0.17%
Piedmont Natural Gas Co., Inc.	260,830		9,765
Multi-Utilities - 0.48%
Avista Corp.	415,540		13,555

See accompanying notes

10

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares	Fair Value
		(000’s)
Westar Energy, Inc.	388,370	$	14,622
			28,177
Water - 0.11%
California Water Service Group	281,740		6,725
Total Utilities			225,220
Total Common Stock (Cost $4,631,772)			5,563,071
SHORT-TERM INVESTMENTS- 5.40%
American Beacon U.S. Government Money Market Select Fund, Select ClassF	15,000,000		15,000
JPMorgan U.S. Government Money Market Fund, Capital Class	302,294,473		302,294
Total Short-Term Investments (Cost $317,294)			317,294
SECURITIES LENDING COLLATERAL - 3.21%
DWS Government and Agency Securities Portfolio, Institutional Class	60,239,417		60,240
American Beacon U.S. Government Money Market Select Fund, Select ClassF	128,298,094		128,298
Total Securities Lending Collateral (Cost $188,538)			188,538
TOTAL INVESTMENTS - 103.34% (Cost $5,137,604)			6,068,903
LIABILITIES, NET OF OTHER ASSETS - (3.34%)			(196,054	)
TOTAL NET ASSETS - 100.00%		$	5,872,849

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^B  All or a portion of this security is on loan at April 30, 2015.

^C  LLC - Limited Liability Company.

^D  PLC - Public Limited Company.

^E  REIT - Real Estate Investment Trust.

^F  The Fund is affiliated by having the same investment advisor.

See accompanying notes

11

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

Futures Contracts Open on April 30, 2015:

Description	Type		Number of Contracts	Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
Russell 2000 Mini Index June Futures		Long	2,254	June 2015	$	274,176,560	$	(6,475,592	)
					$	274,176,560	$	(6,475,592	)

See accompanying notes

12

American Beacon Small Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2015 (Unaudited) (in thousands, except share and per share amounts)

Assets:
Investments in unaffiliated securities, at fair value A C	$	5,925,605
Investments in affiliated securities, at fair value B		143,298
Deposit with brokers for futures contracts		12,193
Receivable for investments sold		18,771
Receivable for fund shares sold		12,201
Dividends and interest receivable		1,851
Prepaid expenses		118
Total assets		6,114,037
Liabilities:
Payable for investments purchased		37,744
Payable for fund shares redeemed		4,866
Payable under excess expense reimbursement plan		3
Payable upon return of securities loaned		188,538
Management and investment advisory fees payable		2,224
Administrative service and service fees payable		1,620
Transfer agent fees payable		72
Custody and fund accounting fees payable		65
Professional fees payable		35
Prospectus and shareholder reports fees payable		169
Trustee fees payable		39
Payable for variation margin from open futures contracts		5,781
Other liabilities		32
Total liabilities		241,188
Net assets	$	5,872,849
Analysis of Net Assets:
Paid-in-capital		4,785,837
Undistributed net investment income		16,930
Accumulated net realized gain		145,259
Unrealized appreciation of investments		931,299
Unrealized depreciation of futures contracts		(6,476	)
Net assets	$	5,872,849

See accompanying notes

13

American Beacon Small Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2015 (Unaudited) (in thousands except share and per share amounts)

Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		168,719,219
Y Class		8,679,771
Investor Class		33,277,212
Advisor Class		4,314,465
Retirement Class		518,338
A Class		1,891,795
C Class		462,998
AMR Class		15,003,088
Net assets (not in thousands):
Institutional Class	$	4,283,327,570
Y Class	$	217,949,808
Investor Class	$	817,919,831
Advisor Class	$	104,942,773
Retirement Class	$	12,343,183
A Class	$	45,889,096
C Class	$	10,938,821
AMR Class	$	379,538,186
Net asset value, offering and redemption price per share:
Institutional Class	$	25.39
Y Class	$	25.11
Investor Class	$	24.58
Advisor Class	$	24.32
Retirement Class	$	23.81
A Class	$	24.26
A Class (offering price)	$	25.74
C Class	$	23.63
AMR Class	$	25.30
A        Cost of investments in unaffiliated securities	$	4,994,306
B        Cost of investments in affiliated securities	$	143,298
C        Fair value of securities on loan	$	184,214

See accompanying notes

14

American Beacon Small Cap Value Fund^SM

Statement of Operations

Six Months ended April 30, 2015 (Unaudited) (in thousands)

Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	50,449
Dividend income from affiliated securities		1
Income derived from securities lending		3,114
Total investment income		53,564
Expenses:
Management and investment advisory fees (Note 2)		13,108
Administrative service fees (Note 2):
Institutional Class		6,148
Y Class		296
Investor Class		1,247
Advisor Class		153
Retirement Class		18
A Class		50
C Class		15
AMR Class		96
Transfer agent fees:
Institutional Class		329
Y Class		5
Investor Class		19
Advisor Class		4
Retirement Class		1
A Class		3
C Class		1
AMR Class		5
Custody and fund accounting fees		281
Professional fees		99
Registration fees and expenses		104
Service fees (Note 2):
Y Class		99
Investor Class		1,530
Advisor Class		127
Retirement Class		15
A Class		25
C Class		8
Distribution fees (Note 2):
Advisor Class		127
Retirement Class		29
A Class		42
C Class		51
Prospectus and shareholder report expenses		255
Trustee fees		140
Other expenses		147
Total expenses		24,577
Net expense reimbursements recovered by Manager (Note 2)		3
Net expenses		24,580
Net investment income		28,984
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		167,793
Commission recapture (Note 3)		50
Foreign currency transactions		2
Futures contracts		15,329
Change in net unrealized appreciation or (depreciation) of:
Investments		621
Foreign currency transactions		1
Futures contracts		(10,125	)
Net gain from investments		173,671
Net increase in net assets resulting from operations	$	202,655
A Foreign taxes	$	59

See accompanying notes

15

American Beacon Small Cap Value Fund^SM

Statement of Changes in Net Assets (in thousands)

	Six Months Ended April 30, 2015			Year Ended October 31, 2014
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	28,984		$	33,922
Net realized gain from investments, commission recapture, foreign currency transactions, and futures contracts		183,174			654,969
Change in net unrealized appreciation or (depreciation) from investments, foreign currency transactions, and futures contracts		(9,503	)		(244,164	)
Net increase in net assets resulting from operations		202,655			444,727
Distributions to Shareholders:
Net investment income:
Institutional Class		(28,088	)		(17,234	)
Y Class		(1,184	)		(643	)
Investor Class		(2,646	)		(1,678	)
Advisor Class		(198	)		(160	)
Retirement Class		(2	)		(6	)
A Class		(70	)		(58	)
C Class		—			(1	)
AMR Class		(3,576	)		(3,813	)
Net realized gain from investments:
Institutional Class		(464,691	)		(306,261	)
Y Class		(21,977	)		(11,351	)
Investor Class		(100,257	)		(85,372	)
Advisor Class		(12,392	)		(8,358	)
Retirement Class		(1,430	)		(978	)
A Class		(3,740	)		(1,549	)
C Class		(1,223	)		(645	)
AMR Class		(43,926	)		(46,178	)
Net distributions to shareholders		(685,400	)		(484,285	)
Capital Share Transactions:
Proceeds from sales of shares		987,537			1,604,292
Reinvestment of dividends and distributions		664,481			472,992
Cost of shares redeemed		(891,644	)		(1,549,920	)
Redemption fees		—			1
Net increase in net assets from capital share transactions		760,374			527,365
Net increase in net assets		277,629			487,807
Net Assets:
Beginning of period		5,595,220			5,107,413
End of Period *	$	5,872,849		$	5,595,220
*  Includes undistributed net investment income of	$	16,930		$	24,379

See accompanying notes

16

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. As of April 30, 2015, the Trust consists of thirty-one active series, one of which is Small Cap Value Fund (the “Fund”). The remaining thirty active series are reported in separate filings.

Effective April 30, 2015, American Beacon Advisors, Inc. (the “Manager”) became a wholly-owned subsidiary of Astro AB Borrower, Inc., which is indirectly owned by investment funds affiliated with Kelso & Company, L.P. and Estancia Capital Management, LLC, two prominent private equity firms. Prior to April 30, the Manager was a wholly-owned subsidiary of Lighthouse Holdings, Inc., which was indirectly owned by investment funds affiliated with Pharos Capital Group, LLC and TPG Capital, L.P., two leading private equity firms.

Class Disclosure

The Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences among the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing directly or through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the Fund. Class specific expenses, where applicable, currently include administration fees, service fees, and distribution fees and vary among the classes as described more fully in Note 2.

Recently Adopted Accounting Pronouncements

In June 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-08, “Financial Services - Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements,” which amends the criteria that define an investment company and clarifies the measurement guidance and requires new disclosures for investment companies. Under the ASU, an entity that is registered under the Investment Company Act of 1940 automatically qualifies as an investment company. The Funds adopted this ASU for the fiscal year ended October 31, 2015. Management has evaluated the implications of the ASU and determined that adoption thereof will not have a material impact on the financial statements.

17

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Fund are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager and the Trust. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Fund an annualized fee equal to 0.05% of the average daily net assets. The Funds pay the unaffiliated investment advisors hired to direct investment activities of the Fund. Management fees paid during the six months ended April 30, 2015 were as follows (in thousands):

Management Fee Rate	Management Fee	Amounts paid to Investment Advisors	Amounts paid to Manager
0.46%	$13,108	$11,345	$1,763

As compensation for services provided by the Manager in connection with securities lending activities, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 25% of the net monthly interest income (the gross interest income earned by the investment of cash collateral, less the amount paid to borrowers and related expenses) from such activities and, with respect to loan fees paid by borrowers, a fee up to 25% of such loan fees. This fee is included in Income derived from securities lending and Management and investment advisory fees on the Statement of Operations. During the six months ended April 30, 2015, securities lending fees paid to the Manager were $246,427.

Administration Agreement

The Manager and the Trust entered into an Administration Agreement which obligates the Manager to provide or oversee administrative services to the Fund. As compensation for performing the duties required under the Administration Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, Retirement, A, and C Classes of the Fund and 0.05% of the average daily net assets of the AMR Class of the Fund.

Distribution Plans

The Fund, except for the Advisor, Retirement, A, and C Classes of the Fund, has adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Fund for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Fund does not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, Retirement, A, and C Classes of the Fund. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, 0.50% of the average daily net assets of the Retirement Class, and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, Retirement, A, and C Classes. As compensation for

18

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor and Retirement Classes, and up to 0.375% of the average daily net assets of the Investor Class of the Fund.

Investment in Affiliated Funds

The Fund may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”), (collectively the “Select Funds”). Cash collateral received by the Fund in connection with securities lending may be invested in the Select Funds. The Select Funds and the Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized fee of 0.09% of the average daily net assets of the Select Funds. During the six months ended April 30, 2015, the Manager earned fees from the Select Funds totaling $8,525 on the Fund’s direct investment in the Select Funds and $77,842 from the Fund’s securities lending collateral invested in the Select Funds.

Interfund Lending Program

Pursuant to an exemptive order by the Securities and Exchange Commission (“SEC”), the Fund, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Fund to borrow from other participating Funds. During the six months ended April 30, 2015, the Fund did not participate in the program.

Expense Reimbursement Plan

The Fund has adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The carryover of excess expenses potentially reimbursable to the Manager, but not recorded as a liability is $2,014 expiring in 2015, $3,221 expiring in 2016, and $494 expiring in 2017. The Manager recovered $2,670 from the A Class and $316 from the C Class expiring in 2015.

Sales Commissions

The Fund’s distributor, Foreside Fund Services, LLC (“Foreside”), may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. For the six months ended April 30, 2015, Foreside collected $19,668 and $17,830 from the sale of Class A and Class C Shares, respectively.

A CDSC of 0.50% will be deducted with respect to Class A Shares on certain purchases of $1,000,000 or more that are redeemed in whole or part within 18 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended April 30, 2015, there were no CDSC fees collected for Class A Shares.

A CDSC of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2015, $405 in CDSC fees were collected for the Fund.

19

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange traded funds (“ETFs”) for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized, but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statement of Assets and Liabilities.

Valuation Inputs

Various inputs may be used to determine the fair value of the Fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1	-	Quoted prices in active markets for identical securities.
Level 2	-	Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.
Level 3	-	Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

20

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

The Fund’s investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of the Fund’s assets and liabilities. During the six months ended April 30, 2015, there were no transfers between levels. As of April 30, 2015, the investments were classified as described below (in thousands):

	Level 1			Level 2		Level 3		Total
Common Stock*	$	5,563,071		$	—	$	—	$	5,563,071
Short-Term Investments - Money Market Funds		317,294			—		—		317,294
Securities Lending Collateral Invested in Money Market Funds		188,538							188,538
Total Investments in Securities	$	6,068,903		$	—	$	—	$	6,068,903
Financial Derivative Instruments - Liabilities
Futures Contracts	$	(6,476	)	$	—	$	—	$	(6,476	)

* Refer to the Schedules of Investments for Industry Information.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Fund may purchase securities with delivery or payment to occur at a later date. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Fund. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Dividends to Shareholders

Dividends from net investment income of the Fund normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Fund has established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. This amount is reported with the net realized gain in the Fund’s Statement of Operations.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

21

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

Real Estate Investment Trusts

The Fund may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Fund re-characterizes distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Other Investment Company Securities and Other Exchange Traded Products

The Fund may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, unit investment trusts, and other investment companies of the Trust. The Fund may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

5. Financial Derivative Instruments

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Fund may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Fund is required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. The Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as Cash deposited with broker on the Statement of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized

22

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

For the six months ended April 30, 2015, the Fund entered into future contracts primarily for return enhancement and exposing cash to markets.

The Fund’s average futures contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the average quarterly volume of futures contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end.

Average Futures Contracts Outstanding
Fund	Year ended April 30, 2015
Small Cap Value		1,805

The following is a summary of the Fund’s derivative financial instruments categorized by risk exposure (in thousands) ⁽¹⁾:

Fair Values of financial derivative instruments not accounted for as hedging instruments as of April 30, 2015:

Statement of Assets and Liabilities	Derivatives		Fair Value
Unrealized depreciation of futures contracts		Equity Contracts	$	(5,781	)

The effect of financial derivative instruments not accounted for as hedging instruments during the six months ended April 30, 2015:

Statement of Operations	Derivatives		Balance
Net realized gain (loss) of futures contracts		Equity Contracts	$	15,329
Change in net unrealized depreciation of futures contracts		Equity Contracts		(10,125	)

⁽¹⁾  See Note 3 in the Notes to Financial Statements for additional information.

6. Principal Risks

In the normal course of business the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists. Security values fluctuate (market risk) and may decline due to factors affecting securities markets in general, particular industries represented in the securities markets or conditions specifically related to a particular company. Failure of the other party to a transaction to perform (credit and counterparty risk), for example by not making principal and interest payments when due, reduces the value of the issuer’s debt and could reduce the Fund’s income. Similar to credit risk, the Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will fail to make required payments or otherwise comply with the terms of the instrument, transaction or contract. The potential loss could exceed the value of the financial assets recorded in the financial statements. Some of the Fund’s investments may be illiquid and the Fund may not be able to vary the portfolio investments in response to changes in economic and other conditions. If a Fund is required to liquidate all or a portion of its investments quickly, the Fund may realize significantly less than the value at which it previously recorded those investments.

Market Risks

The Fund’s investments in financial derivatives and other financial instruments expose the Fund to various risks such as, but not limited to, interest rate, foreign currency and equity risks.

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in

23

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a fixed income’s market price to interest rate (i.e. yield) movements.

If the Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in financial derivatives that provide exposure to foreign currencies, they will be subject to the risk that those currencies will decline in value relative to the base currency of the Fund, or, in the case of hedging positions, that the Fund’s base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Fund’s investments in foreign currency denominated securities may reduce the returns of the Fund.

The fair values of equities, such as common stocks and preferred securities or equity related investments such as futures, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities.

Counterparty Credit Risk

A derivative contract may suffer a mark to market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency) of the clearing broker or clearinghouse. Additionally, credit risk exists in exchange traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

Cash collateral that has been pledged to cover obligations of the Fund and cash collateral received from the counterparty, if any, is reported separately on the Statement of Assets and Liabilities as Deposits with brokers for futures contracts and Payable to brokers for futures contracts, respectively. Non-cash collateral pledged by the Fund, if any, is noted in the Schedule of Investments. Generally, the amount of collateral due from or to a party is determined at the close of business of the Fund and additional required collateral is delivered to/pledged by the Fund on the next business day. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty non-performance. The Fund attempts to mitigate counterparty risk by only entering into agreements with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.

24

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Offsetting Assets and Liabilities

The Fund is a party to enforceable master netting agreements between brokers and counterparties such as International Swaps and Derivatives Association (“ISDA”) agreements which provide for the right to offset under certain circumstances. The Fund employs multiple money managers and counterparties and has elected not to offset qualifying financial and derivative instruments on the Statement of Assets and Liabilities, as such all financial and derivative instruments are presented on a gross basis. The impacts of netting arrangements that provide the right to offset are detailed below. The net amount represents the net receivable or payable that would be due from or to the counterparty in the event of default. Exposure from borrowings and other financing agreements can only be netted across transactions governed by the same Master Agreement with the same legal entity. All amounts reported below represent the balance as of the report date, April 30, 2015 (in thousands):

Offsetting of Financial and Derivative Assets as of April 30, 2015:

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Securities on Loan	$	184,214		—	$	184,214

Offsetting of Financial and Derivative Liabilities as of April 30, 2015:

Description	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Futures Contracts (1)	$	(5,781	)		—	$	(5,781	)

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2015:

	Net amount of Assets Presented in the Statement of Assets and Liabilities			Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty				Financial Instruments		Cash Collateral Received1			Net Amount
Barclays Capital, Inc.	$	38,891		$	—	$	(38,891	)	$	—
BMO Capital Markets		82			—		(82	)		—
BNP Paribas Prime Brokerage		852			—		(852	)		—
Citigroup Global Markets, Inc.		21,559			—		(21,559	)		—
Credit Suisse Securities LLC		10,692			—		(10,692	)		—
Deutsche Bank Securities, Inc.		46,791			—		(46,791	)		—
Goldman Sachs & Co.		1,938			—		(1,938	)		—
Goldman Sachs & Co.(1)		(5,781	)		—		—			(5,781	)
JPMorgan Clearing Corp.		29,829			—		(29,829	)		—
MS Securities Services Inc.		19,644			—		(19,644	)		—
Scotia Capital USA Inc.		8,260			—		(8,260	)		—
UBS Securities LLC		5,676			—		(5,676	)		—
Total:	$	178,433		$	—	$	(184,214	)	$	(5,781	)

⁽¹⁾  The securities presented here within are not subject to Master Netting Agreements. As such, this is disclosed for informational purposes only.

⁽²⁾  Excess of collateral received from the individual counterparty is not shown for financial reporting purposes. Collateral with a value of $188,538 has been received in connection with securities lending transactions.

7. Federal Income and Excise Taxes

It is the policy of the Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, the Fund is treated as a single entity for the purpose of determining such qualification.

The Fund does not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years for the four year period ended October 31, 2014 remains subject to examination by the

25

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Internal Revenue Service. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statement of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

A Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on returns of income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation or depreciation, as applicable, as the income is earned or capital gains are recorded.

The tax character of distributions paid were as follows (in thousands):

	Six Months Ended April 30, 2015		Year Ended October 31, 2014
	(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	103,607	$	99,903
Y Class		4,756		3,707
Investor Class		18,939		24,722
Advisor Class		2,212		2,416
Retirement Class		234		270
A Class		678		476
C Class		199		174
AMR Class		10,714		16,278
Long-Term Capital gain
Institutional Class		389,172		223,593
Y Class		18,406		8,287
Investor Class		83,964		62,328
Advisor Class		10,378		6,102
Retirement Class		1,197		714
A Class		3,132		1,131
C Class		1,024		471
AMR Class		36,788		33,713
Total distributions paid	$	685,400	$	484,285

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2015, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

Cost basis of investments for federal income tax purposes	$	5,167,292
Unrealized appreciation		1,092,037
Unrealized depreciation		(190,425	)
Net unrealized appreciation		901,612
Undistributed ordinary income		12,982
Accumulated long-term gain		178,895
Other temporary differences		(6,477	)
Distributable earnings or (deficits)	$	1,087,012

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains or (losses) on certain derivative instruments, and reclassifications of income from real estate investment securities.

26

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Due to inherent differences in the recognition of income, expenses and realized gains/losses under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from foreign currency and reclassifications of income from real estate investment securities as of April 30, 2015 (in thousands):

Paid-in-capital	$	24
Undistributed net investment income		(669	)
Accumulated net realized gain (loss)		645
Unrealized appreciation or (depreciation) of investments and futures contracts		—

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by the Fund in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Fund were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of April 30, 2015, the Fund did not have capital loss carryforwards.

8. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2015 were $1,222,815 and $1,215,989, respectively (in thousands).

A summary of the Fund’s direct transactions and security lending collateral transactions in the Select Funds for the six months ended April 30, 2015 is set forth below (in thousands):

Type of Transaction	Affiliate	October 31, 2014 Shares/Fair Value		Purchases		Sales		April 30, 2015 Shares/Fair Value		Dividend Income
Direct	USG Select Fund	$	20,000	$	—	$	5,000	$	15,000	$	1
Securities Lending	USG Select Fund		180,835		417,995		470,532		128,298		N/A

9. Securities Lending

The Fund may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with collateral in an amount at least equal to the fair value of the securities loaned, initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Collateral is monitored and marked to market daily. Daily mark to market amounts are required to be paid to the borrower or received from the borrower by the end of the following business day. This one day settlement for mark to market amounts may result in the collateral being temporarily less than the value of the securities on loan or temporarily more than the required minimum collateral.

To the extent that a loan is collateralized by cash, such cash collateral shall be invested by the securities lending agent (the “Agent”) in money market mutual funds, and other short-term investments, provided the investments meet certain quality and diversification requirements. Securities purchased with cash collateral proceeds are listed in the Fund’s Schedule of Investments and the collateral is shown on the Statements of Assets and Liabilities as a payable.

Securities lending income is generated from the demand premium (if any) paid by the borrower to borrow a specific security and from the return on investment of cash collateral, reduced by negotiated rebate

27

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

fees paid to the borrower and transaction costs. To the extent that a loan is secured by non-cash collateral, securities lending income is generated as a demand premium reduced by transaction costs. The Fund, the Agent, and the Manager retained 80%, 10%, and 10%, respectively, of the income generated from securities lending.

While securities are on loan, the Fund continues to receive certain income associated with that security and any gain or loss in the market price that may occur during the term of the loan. In the case of domestic equities, the value of any dividend is received in the form of a substitute payment approximately equal to the dividend. In the case of foreign securities, a negotiated amount is received that is less than the actual dividend, but higher than the dividend amount minus the foreign tax that the Fund would be subject to on the dividend.

Securities lending transactions pose certain risks to the Fund, including that the borrower may not provide additional collateral when required or return the securities when due, that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower, that non-cash collateral may be subject to legal constraints in the event of a borrower bankruptcy, and that the cash collateral investments could become illiquid and unable to be used to return collateral to the borrower. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower and any action which impairs its ability to liquidate non-cash collateral to satisfy a borrower default.

As of April 30, 2015, the value of outstanding securities on loan and the value of collateral was as follows (in thousands):

Fair Value of Securities on Loan		Non-Cash Collateral		Cash Collateral Posted by Borrower
$	184,214	$	—	$	188,538

Cash collateral is listed in the Fund’s Schedule of Investments and is shown on the Statement of Assets and Liabilities. Income earned on these investments is included in Income derived from securities lending in the Statement of Operations.

Non-cash collateral received by the Fund may not be sold or re-pledged except to satisfy a borrower default. Therefore, non-cash collateral is not included on the Fund’s Schedule of Investments or Statement of Assets and Liabilities.

28

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

10. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

For the Six Months Ended April 30, 2015

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		28,669		$	747,671			2,535		$	64,172			4,327		$	108,471			828		$	20,460
Reinvestment of dividends		19,188			477,005			841			20,682			4,173			100,563			528			12,590
Shares redeemed		(23,135	)		(598,118	)		(1,615	)		(40,758	)		(6,820	)		(169,772	)		(888	)		(21,511	)
Net increase in shares outstanding		24,722		$	626,558			1,761		$	44,096			1,680		$	39,262			468		$	11,539
	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		108		$	2,602			1,034		$	25,484			82		$	1,983			648		$	16,694
Reinvestment of dividends		61			1,432			154			3,671			45			1,036			1,919			47,502
Shares redeemed		(108	)		(2,611	)		(407	)		(9,918	)		(35	)		(849	)		(1,848	)		(48,107	)
Net increase in shares outstanding		61		$	1,423			781		$	19,237			92		$	2,170			719		$	16,089

For the Year Ended October 31, 2014

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		39,356		$	1,080,664			4,630		$	125,758			8,267		$	219,191			1,929		$	50,599
Redemption fees		—			1			—			—			—			—			—			—
Reinvestment of dividends		11,848			315,751			397			10,475			3,287			85,208			331			8,518
Shares redeemed		(29,530	)		(805,468	)		(2,525	)		(68,692	)		(14,208	)		(376,828	)		(1,667	)		(43,450	)
Net increase (decrease) in shares outstanding		21,674		$	590,948			2,502		$	67,541			(2,654	)	$	(72,429	)		593		$	15,667
	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		224		$	5,786			1,516		$	39,512			166		$	4,278			2,830		$	78,504
Redemption fees		—			—			—			—			—			—			—			—
Reinvestment of dividends		39			984			58			1,480			23			585			1,883			49,991
Shares redeemed		(198	)		(5,071	)		(960	)		(25,887	)		(58	)		(1,497	)		(8,372	)		(223,027	)
Net increase (decrease) in shares outstanding		65		$	1,699			614		$	15,105			131		$	3,366			(3,659	)	$	(94,532	)

29

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30, 2015			Year Ended October 31,
				2014F			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	27.80		$	28.04		$	21.04		$	18.75		$	17.84		$	14.39
Income from investment operations:
Net investment income		0.13			0.17			0.25			0.17			0.08			0.08
Net gains (losses) from investments (both realized and unrealized)		0.83			2.18			7.60			2.20			0.92			3.46
Total income (loss) from investment operations		0.96			2.35			7.85			2.37			1.00			3.54
Less distributions:
Dividends from net investment income		(0.19	)		(0.14	)		(0.27	)		(0.08	)		(0.09	)		(0.09	)
Distributions from net realized gains		(3.18	)		(2.45	)		(0.58	)		—			—			—
Total distributions		(3.37	)		(2.59	)		(0.85	)		(0.08	)		(0.09	)		(0.09	)
Net asset value, end of period	$	25.39		$	27.80		$	28.04		$	21.04		$	18.75		$	17.84
Total return B		3.73	%C		8.78	%		38.59	%		12.71	%		5.57	%		24.71	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	4,283,327		$	4,002,884		$	3,430,107		$	2,189,761		$	1,843,285		$	1,470,084
Ratios to average net assets:
Expenses before reimbursements		0.81	%D		0.80	%		0.82	%		0.82	%		0.82	%		0.81	%
Expenses, net of reimbursements		0.81	%D		0.80	%		0.82	%		0.82	%		0.82	%		0.81	%
Net investment income (loss), before reimbursements		1.07	%D		0.67	%		1.01	%		0.87	%		0.47	%		0.52	%
Net investment income (loss), net of reimbursements		1.07	%D		0.67	%		1.01	%		0.87	%		0.47	%		0.52	%
Portfolio turnover rate		22	%C		73	%		48	%		51	%		59	%		59	%

^A On November 30, 2010, Metropolitan West Capital Management LLC was terminated and ceased managing assets of the Small Cap Value Fund.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Not annualized.

^D Annualized.

^E Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010 and is not annualized.

^F On August 18, 2014, Opus Capital Group, LLC was terminated and ceased managing assets of the Small Cap Value Fund. On March 17, 2014, Barrow, Hanley, Mewhinney & Strauss, LLC began managing additional assets of the Small Cap Value Fund. On September 19, 2014, Hillcrest Asset Management, LLC began managing assets of the Small Cap Value Fund.

30

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,
2015			2014F			2013			2012			2011A			2010			2015			2014F			2013			2012			2011A			2010
(unaudited)																		(unaudited)
$	27.52		$	27.81		$	20.89		$	18.66		$	17.76		$	14.37		$	26.96		$	27.27		$	20.47		$	18.23		$	17.40		$	14.05
	0.14			0.18			0.22			0.15			0.06			0.14			0.09			0.10			0.18			0.11			0.02			0.03
	0.80			2.12			7.55			2.19			0.92			3.36			0.79			2.09			7.38			2.13			0.88			3.37
	0.94			2.30			7.77			2.34			0.98			3.50			0.88			2.19			7.56			2.24			0.90			3.40
	(0.17	)		(0.14	)		(0.27	)		(0.11	)		(0.08	)		(0.11	)		(0.08	)		(0.05	)		(0.18	)		—			(0.07	)		(0.05	)
	(3.18	)		(2.45	)		(0.58	)		—			—			—			(3.18	)		(2.45	)		(0.58	)		—			—			—
	(3.35	)		(2.59	)		(0.85	)		(0.11	)		(0.08	)		(0.11	)		(3.26	)		(2.50	)		(0.76	)		—			(0.07	)		(0.05	)
$	25.11		$	27.52		$	27.81		$	20.89		$	18.66		$	17.76		$	24.58		$	26.96		$	27.27		$	20.47		$	18.23		$	17.40
	3.68	%C		8.67	%		38.45	%		12.58	%		5.49	%		24.44	%		3.53	%C		8.40	%		38.11	%		12.31	%		5.20	%		24.21	%
$	217,950		$	190,416		$	122,850		$	38,982		$	29,234		$	931		$	817,920		$	851,732		$	934,041		$	748,550		$	843,400		$	911,737
	0.90	%D		0.89	%		0.91	%		0.91	%		0.94	%		0.91	%		1.17	%D		1.16	%		1.18	%		1.18	%		1.17	%		1.18	%
	0.90	%D		0.89	%		0.91	%		0.91	%		0.94	%		0.91	%		1.17	%D		1.16	%		1.18	%		1.18	%		1.17	%		1.18	%
	0.98	%D		0.58	%		0.74	%		0.77	%		0.30	%		0.39	%		0.73	%D		0.33	%		0.73	%		0.51	%		0.12	%		0.17	%
	0.98	%D		0.58	%		0.74	%		0.77	%		0.30	%		0.39	%		0.73	%D		0.33	%		0.73	%		0.51	%		0.12	%		0.17	%
	22	%C		73	%		48	%		51	%		59	%		59	%		22	%C		73	%		48	%		51	%		59	%		59	%

31

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30, 2015
				Year Ended October 31,
				2014F			2013			2012				2011A			2010
	(unaudited)												��
Net asset value, beginning of period	$	26.69		$	27.06		$	20.35		$	18.15			$	17.33		$	13.97
Income from investment operations:
Net investment income (loss)		0.07			0.06			0.14			0.06				(0.01	)		0.01
Net gains (losses) from investments (both realized and unrealized)		0.79			2.07			7.34			2.14				0.89			3.35
Total income (loss) from investment operations		0.86			2.13			7.48			2.20				0.88			3.36
Less distributions:
Dividends from net investment income		(0.05	)		(0.05	)		(0.19	)		—				(0.06	)		—
Distributions from net realized gains		(3.18	)		(2.45	)		(0.58	)		—				—			—
Total distributions		(3.23	)		(2.50	)		(0.77	)		—				(0.06	)		—
Net asset value, end of period	$	24.32		$	26.69		$	27.06		$	20.35			$	18.15		$	17.33
Total return B		3.47	%C		8.22	%		37.93	%		12.12	%			5.07	%		24.05	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	104,943		$	102,682		$	88,033		$	44,731			$	33,032		$	32,295
Ratios to average net assets:
Expenses before reimbursements or recoupments		1.31	%D		1.29	%		1.31	%		1.32	%			1.32	%		1.32	%
Expenses, net of reimbursements or recoupments		1.31	%D		1.29	%		1.31	%		1.32	%			1.32	%		1.32	%
Net investment income (loss), before reimbursements or recoupments		0.59	%D		0.18	%		0.46	%		0.35	%			(0.02	)%		0.03	%
Net investment income (loss), net of reimbursements or recoupments		0.59	%D		0.18	%		0.46	%		0.35	%			(0.02	)%		0.03	%
Portfolio turnover rate		22	%C		73	%		48	%		51	%			59	%		59	%

^A On November 30, 2010, Metropolitan West Capital Management LLC was terminated and ceased managing assets of the Small Cap Value Fund.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized.

^E Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010 and is not annualized.

^F On August 18, 2014, Opus Capital Group, LLC was terminated and ceased managing assets of the Small Cap Value Fund. On March 17, 2014, Barrow, Hanley, Mewhinney & Strauss, LLC began managing additional assets of the Small Cap Value Fund. On September 19, 2014, Hillcrest Asset Management, LLC began managing assets of the Small Cap Value Fund.

32

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Retirement Class																		A Class
Six Months																		Six Months															May 17
Ended																		Ended															to
April 30,			Year Ended October 31,															April 30,			Year Ended October 31,												Oct. 31,
2015			2014F			2013			2012			2011A			2010			2015			2014F			2013			2012			2011A			2010
(unaudited)																		(unaudited)
$	26.19		$	26.63		$	20.05		$	18.01		$	17.23		$	13.95		$	26.63		$	27.03		$	20.35		$	18.19		$	17.39		$	17.33
	0.05			(0.01	)		0.09			0.06			0.02			0.04			0.08			0.11			0.16			0.08			0.03			—
	0.75			2.03			7.21			2.05			0.81			3.28			0.79			2.03			7.30			2.12			0.83			0.06
	0.80			2.02			7.30			2.11			0.83			3.32			0.87			2.14			7.46			2.20			0.86			0.06
	0.00			(0.01	)		(0.14	)		(0.07	)		(0.05	)		(0.04	)		(0.06	)		(0.09	)		(0.20	)		(0.04	)		(0.06	)		—
	(3.18	)		(2.45	)		(0.58	)		—			—			—			(3.18	)		(2.45	)		(0.58	)		—			—			—
	(3.18	)		(2.46	)		(0.72	)		(0.07	)		(0.05	)		(0.04	)		(3.24	)		(2.54	)		(0.78	)		(0.04	)		(0.06	)		—
$	23.81		$	26.19		$	26.63		$	20.05		$	18.01		$	17.23		$	24.26		$	26.63		$	27.03		$	20.35		$	18.19		$	17.39
	3.31	%C		7.95	%		37.52	%		11.77	%		4.79	%		23.82	%		3.52	%C		8.30	%		37.83	%		12.11	%		4.92	%		0.35	%C
$	12,343		$	11,974		$	10,446		$	6,366		$	1,817		$	360		$	45,889		$	29,570		$	13,418		$	4,064		$	1,822		$	18
	1.57	%D		1.57	%		1.60	%		1.63	%		1.62	%		1.54	%		1.21	%D		1.27	%		1.35	%		1.44	%		1.57	%		1.28	%D
	1.57	%D		1.57	%		1.60	%		1.63	%		1.62	%		1.54	%		1.23	%D		1.27	%		1.32	%		1.34	%		1.57	%		1.28	%D
	0.32	%D		(0.09	)%		0.29	%		0.02	%		(0.35	)%		(0.20	)%		0.62	%D		0.19	%		0.30	%		0.21	%		(0.32	)%		0.01	%D
	0.32	%D		(0.09	)%		0.29	%		0.02	%		(0.35	)%		(0.20	)%		0.60	%D		0.20	%		0.34	%		0.32	%		(0.32	)%		0.01	%D
	22	%C		73	%		48	%		51	%		59	%		59	%		22	%C		73	%		48	%		51	%		59	%		59	%E

33

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months															Sept. 1
	Ended															to
	April 30,			Year Ended October 31,												Oct. 31,
	2015			2014F			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	26.05		$	26.60		$	20.07		$	18.04		$	17.37		$	15.62
Income from investment operations:
Net investment income (loss)		0.04			(0.07	)		0.03			(0.03	)		(0.04	)		(0.01	)
Net gains (losses) from investments (both realized and unrealized)		0.72			1.97			7.17			2.06			0.74			1.76
Total income (loss) from investment operations		0.76			1.90			7.20			2.03			0.70			1.75
Less distributions:
Dividends from net investment income		—			0.00			(0.09	)		—			(0.03	)		—
Distributions from net realized gains		(3.18	)		(2.45	)		(0.58	)		—			—			—
Total distributions		(3.18	)		(2.45	)		(0.67	)		—			(0.03	)		—
Net asset value, end of period	$	23.63		$	26.05		$	26.60		$	20.07		$	18.04		$	17.37
Total return B		3.14	%C		7.46	%		36.88	%		11.25	%		4.06	%		11.20	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	10,939		$	9,676		$	6,396		$	2,330		$	1,106		$	6
Ratios to average net assets:
Expenses before reimbursements or recoupments		1.98	%D		2.03	%		2.09	%		2.21	%		2.60	%		2.69	%D
Expenses, net of reimbursements or recoupments		1.98	%D		2.03	%		2.07	%		2.10	%		2.60	%		2.10	%D
Net investment income (loss), before reimbursements or recoupments		(0.09	)%D		(0.56	)%		(0.41	)%		(0.54	)%		(1.36	)%		(1.86	)%D
Net investment income (loss), net of reimbursements or recoupments		(0.09	)%D		(0.56	)%		(0.39	)%		(0.43	)%		(1.36	)%		(1.28	)%D
Portfolio turnover rate		22	%C		73	%		48	%		51	%		59	%		59	%E

^A On November 30, 2010, Metropolitan West Capital Management LLC was terminated and ceased managing assets of the Small Cap Value Fund.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized.

^E Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010 and is not annualized.

^F On August 18, 2014, Opus Capital Group, LLC was terminated and ceased managing assets of the Small Cap Value Fund. On March 17, 2014, Barrow, Hanley, Mewhinney & Strauss, LLC began managing additional assets of the Small Cap Value Fund. On September 19, 2014, Hillcrest Asset Management, LLC began managing assets of the Small Cap Value Fund.

34

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

AMR Class
Six Months
Ended
April 30,			Year Ended October 31,
2015			2014F			2013			2012			2011A			2010
(unaudited)
$	27.74		$	27.99		$	21.00		$	18.71		$	17.76		$	14.32
	0.16			0.37			0.23			0.34			0.13			0.18
	0.84			2.04			7.66			2.08			0.92			3.38
	1.00			2.41			7.89			2.42			1.05			3.56
	(0.26	)		(0.20	)		(0.32	)		(0.13	)		(0.10	)		(0.12	)
	(3.18	)		(2.45	)		(0.58	)		—			—			—
	(3.44	)		(2.65	)		(0.90	)		(0.13	)		(0.10	)		(0.12	)
$	25.30		$	27.74		$	27.99		$	21.00		$	18.71		$	17.76
	3.89	%C		9.02	%		38.95	%		13.00	%		5.85	%		25.00	%
$	379,538		$	396,286		$	502,122		$	306,545		$	338,723		$	320,715
	0.55	%D		0.54	%		0.56	%		0.56	%		0.56	%		0.57	%
	0.55	%D		0.54	%		0.56	%		0.56	%		0.56	%		0.57	%
	1.35	%D		0.94	%		1.26	%		1.14	%		0.72	%		0.76	%
	1.35	%D		0.94	%		1.26	%		1.14	%		0.72	%		0.76	%
	22	%C		73	%		48	%		51	%		59	%		59	%

35

Results of Shareholder Meeting

(Unaudited)

Special meetings of shareholders of each of the portfolios of the American Beacon Funds (the “Trust”) were held on April 7 and April 28, 2015. The shareholders of the Small Cap Value Fund (the “Fund”) approved a new investment management agreement between American Beacon Advisors, Inc. and the Fund. This proposal required a majority of shareholders of each Fund to achieve a quorum. The following are the results of the shareholder votes for this proposal:

Fund	For		Against		Abstain		Non-Voting
Small Cap Value		2,297,119,201.58		29,886,616.93		51,259,952.37		422,578,939.48

Special meetings of shareholders of the Trust were held on April 7 and April 28, 2015. The shareholders of the Trust approved the re-election of nine of the current Trustees to the Board of the American Beacon Trust and to elect two additional Trustees to the Board. This proposal required a majority of the shareholders of the Trust to achieve a quorum. The following are the results of the election of each Trustee:

Gilbert G. Alvarado
Affirmative	17,498,277,594.15
Withhold	242,060,281.87
Joseph B. Armes
Affirmative	17,495,833,591.04
Withhold	244,504,284.98
Gerard J. Arpey
Affirmative	17,502,516,555.24
Withhold	237,821,320.78
W. Humphrey Bogart
Affirmative	17,374,854,476.19
Withhold	365,483,399.83
Brenda A. Cline
Affirmative	17,504,753,521.13
Withhold	235,584,354.89
Eugene J. Duffy
Affirmative	17,272,913,641.26
Withhold	467,424,234.76
Thomas M. Dunning
Affirmative	17,494,495,630.88
Withhold	245,842,245.14
Alan D. Feld
Affirmative	15,741,742,569.13
Withhold	1,998,595,306.89
Richard A. Massman
Affirmative	17,494,285,443.12
Withhold	246,052,432.90
Barbara J. McKenna
Affirmative	17,278,477,252.86
Withhold	461,860,623.16
R. Gerald Turner
Affirmative	17,496,133,103.13
Withhold	244,204,772.89

36

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37

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your

shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Summary Prospectus, Annual Report and Semi-Annual Report, by email. If you are interest in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, Investor, Advisor, and Retirement Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of the Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately twenty days after the end of each month.	Availability of Proxy Voting Policy and Records A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services, LLC Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds and American Beacon Small Cap Value Fund are service marks of American Beacon Advisors, Inc.

SAR 4/15        

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overviews	2
Schedules of Investments:
Emerging Markets Fund	8
International Equity Fund	14
Financial Statements	18
Notes to the Financial Statements	22
Financial Highlights	42
Additional Information	Back Cover

EMERGING MARKETS FUND Investing in foreign and emerging market securities may involve heightened risk due to currency fluctuations and economic and political risks. The use of futures contracts for cash management may subject the Fund to losing more money than invested. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

INTERNATIONAL EQUITY FUND Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. Investing in value stocks may limit downside risk over time; however, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. The use of futures contracts for cash management may subject the Fund to losing more money than invested. The Fund may participate in a securities lending program. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and each Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2015

Dear Shareholders,   During the first quarter of 2015, foreign economic growth started showing signs of improvement and broad-based inter-national equities outperformed U.S. stocks, despite the drag on international returns due to the stronger U.S. dollar.   The divergence in monetary policy continued among the world’s central banks. The European Central Bank began its long-anticipated quantitative easing program, and similar programs continued in China and Japan. Although central banks in the U.S. and U.K. announced possible interest rate increases, those in India, South Korea and Thailand announced unexpected cuts. Japan appeared to be the only clear winner in this mixed global environment.

Investors’ geopolitical anxieties continued due to troubled commodity and oil prices, possible military action against ISIS, sanctions against Russia, nuclear treaty talks with Iran, and Greece’s defiance and its significance on the European Union’s sustainability.

For the six months ended April 30, 2015:

• American Beacon Emerging Markets Fund (Investor Class) returned -1.31%.

• American Beacon International Equity Fund (Investor Class) returned 6.40%.

In comparison, the MSCI EAFE Index, representing the stocks of developed countries, returned 6.81%, and the MSCI Emerging Markets Index, which represents stocks of emerging market countries, returned 3.92%.

The difference in these returns between emerging and developed markets highlights the importance of having a well-diversified portfolio. American Beacon Advisors identifies and partners with experienced asset managers from across all asset classes to help protect our shareholders’ portfolios over the long term. We are proud to offer a variety of funds that allow investors to take advantage of different asset classes.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon Emerging Markets Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Investor Class of the Emerging Markets Fund (the “Fund”) returned -1.31% for the six months ended April 30, 2015. The Fund underperformed the MSCI Emerging Markets Index (the “Index”) return of 3.92% for the period.

Total Returns for the Period ended 4/30/2015

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,2,8)		(1.09	)%		2.38	%		2.03	%		8.28	%
Y Class (1,3,8)		(1.18	)%		2.18	%		1.88	%		8.19	%
Investor Class (1,4,8)		(1.31	)%		1.96	%		1.59	%		7.88	%
A Class with sales charge (1,5,8)		(6.97	)%		(3.92	)%		0.38	%		7.23	%
A Class without sales charge (1,5,8)		(1.32	)%		1.95	%		1.57	%		7.87	%
C Class with sales charges (1,6,8)		(2.71	)%		0.15	%		0.87	%		7.50	%
C Class without sales charge (1,6,8)		(1.71	)%		1.15	%		0.87	%		7.50	%
AMR Class (1,8)		(1.04	)%		2.49	%		2.05	%		8.42	%
MSCI Emg Mkts Index (7)		3.92	%		7.80	%		3.02	%		9.58	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. A portion of the fees charged to the Institutional Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.

3. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/05 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/05. A portion of the fees charged to the Y Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.

4. A portion of the fees charged to the Investor Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.

5. Fund performance for the five-year and ten-year periods represent returns achieved by the Investor Class from 4/30/05 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/05. A portion of the fees charged to the A Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 5.75%.

6. Fund performance for the five-year and ten-year periods represent returns achieved by the Investor Class from 4/30/05 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of

the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/05. A portion of the fees charged to the C Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

7. The MSCI Emerging Markets Index is a market capitalization weighted index composed of companies that are representative of the market structure of developing countries in Latin America, Asia, Eastern Europe, the Middle East and Africa. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A, C, and AMR Class shares was 1.44%, 1.55%, 1.89%, 1.76%, 2.50%, and 1.39%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund underperformed the Index over the six-month period as a result of poor stock selection and country allocation.

Stock selections in South Korea and Hong Kong/China led to the Fund’s relative underperformance during the prior six months. Within South Korea, poorly performing investments included POSCO (down 16.0%), Shinhan Financial Group Co. Ltd. (down 11.8%) and Hana Financial Group Inc. (down 13.9%). Lagging investments within Hong Kong/China included First Pacific Co. Ltd. (down 10.4%) and Parkson Retail Group Ltd. (down 13.1%).

Relative contribution from country allocation was negative for the six-month period, as the Fund lost value through overweighting Brazil (down 15.5%) and underweighting Taiwan (up 7.8%). Underweighting Malaysia (down 8.7%) and overweighting Hungary (up 23.4%) benefited relative performance during the period.

The Fund’s basic philosophy remains focused on investing in attractively valued companies with above-average earnings growth expectations.

2

American Beacon Emerging Markets Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

Top Ten Holdings (% Net Assets)

Samsung Electronics Co. Ltd.		3.3
KB Financial Group, Inc.		1.7
China Construction Bank H		1.6
China Mobile Ltd.		1.6
Gazprom OAO, Sponsored ADR		1.5
Petroleo Brasileiro S.A., Sponsored ADR		1.5
POSCO		1.4
Cemex, S.A.B. de C.V., Sponsored ADR		1.3
Taiwan Semiconductor Manufacturing Co. Ltd.		1.3
Erste Group Bank AG		1.2
Total Fund Holdings	298

Sector Allocation (% Equities)

Financials	27.6
Consumer Discretionary	14.8
Information Technology	10.4
Industrials	9.9
Materials	9.2
Telecommunication Services	8.8
Energy	6.7
Consumer Staples	5.4
Utilities	4.2
Health Care	3.0

Country Allocation (% Equities)

Hong Kong/China	23.6
South Korea	17.5
Brazil	12.6
India	7.7
Taiwan	6.3
Mexico	5.0
Russia	4.8
South Africa	2.5
Thailand	2.4
Poland	1.8
Hungary	1.7
Austria	1.6
Turkey	1.5
Indonesia	1.3
Philippines	1.3
Malaysia	1.0
Czech Republic	0.9
Luxembourg	0.9
Chile	0.9
Colombia	0.7
Greece	0.5
United Kingdom	0.5
Switzerland	0.5
Peru	0.5
Singapore	0.4
United States	0.3
Qatar	0.2
Argentina	0.2
United Arab Emirates	0.2
Netherlands	0.2
Egypt	0.2
Cayman Islands	0.1
Japan	0.1
Spain	0.1

3

American Beacon International Equity Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Investor Class of the International Equity Fund (the “Fund”) returned 6.40% for the six months ended April 30, 2015. The Fund underperformed the MSCI EAFE Index (the “Index”) return of 6.81%.

Total Returns for the Period ended 4/30/2015

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		6.60	%		1.25	%		7.99	%		5.98	%
Y Class (1,2,8)		6.56	%		1.16	%		7.87	%		5.92	%
Investor Class (1,8)		6.40	%		0.86	%		7.60	%		5.64	%
Advisor Class (1,3,8)		6.32	%		0.71	%		7.42	%		5.40	%
Retirement Class (1,4,8)		6.19	%		0.46	%		7.23	%		5.30	%
A Class with sales charge (1,5,8)		0.25	%		(4.98	)%		6.19	%		4.95	%
A Class without sales charge (1,5,8)		6.38	%		0.79	%		7.45	%		5.57	%
C Class with sales charge (1,6,8)		5.00	%		(0.90	)%		6.69	%		5.20	%
C Class without sales charge (1,6,8)		6.00	%		0.10	%		6.69	%		5.20	%
AMR Class (1,8)		6.73	%		1.54	%		8.28	%		6.25	%
MSCI EAFE Index (7)		6.81	%		1.66	%		7.40	%		5.62	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please call 1-800-967-9009 or visit www.americanbeaconfunds.com. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Institutional Class of the Fund has been waived from 2013 through 2015. Performance prior to waiving fees was lower than actual returns from 2013 through 2015.

2. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/05 up to 8/3/09, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/05.

3. A portion of the fees charged to the Advisor Class of the Fund was waived from 2006 through 2007 and in 2009. Performance prior to waiving fees was lower than the actual returns shown for those periods.

4. Fund performance for the ten-year period represents the returns achieved by the Advisor Class from 4/30/05 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor Class. As a result, total returns shown may be higher than they would have been had the Retirement

Class been in existence since 4/30/05. A portion of the fees charged to the Retirement Class of the Fund was waived from 2010 through 2012 and partially recovered in 2013 and 2014. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2012.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/05. A portion of the fees charged to the A Class of the Fund was waived from 2010 through 2012 and partially recovered in 2013. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2012. The maximum sales charge for A Class is 5.75%.

6. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/05. A portion of the fees charged to the C Class of the Fund was waived from 2010 through 2012 and partially recovered in 2013. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2012. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

7. The MSCI EAFE Index is a market capitalization weighted index of international stock performance composed of equities from developed markets excluding the U.S. and Canada. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.73%, 0.83%, 1.06%, 1.20%, 1.47%, 1.09%, 1.84%, and 0.43%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund underperformed the Index over the six-month period due to country allocation, as stock selection added value to the Fund’s relative performance during the period.

                Stock selections within the United Kingdom and Hong Kong/China contributed positively to the Fund’s relative performance over the six-month period, despite value lost through selections in Japan. The Fund benefited from investments in Taylor Wimpey PLC (up 29.7%) and Marks & Spencer Group PLC (up 31.7%) within the United Kingdom, and from investments in China Merchants Holdings International Co. Ltd. (up 44.3%) and China Mobile

4

American Beacon International Equity Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

Ltd. (up 14.5%) within Hong Kong/China. Poorly performing investments in Japan included Japan Tobacco Inc. (down 0.6%) and Hitachi Ltd. (down 13.6%).

Country allocation led to the Fund’s relative underperformance, particularly underweighting Japan (up 13.0%) - the second-best performing country in the Index - and overweighting out-of Index countries South Korea and Canada (up 5.8% and down 1.5%, respectively). Underweighting Australia (down 4.6%) added value to the Fund’s relative performance during the period.

Although economic and market conditions vary from period to period, the Fund’s primary strategy of investing in undervalued companies with above-average earnings growth expectations remains consistent.

Top Ten Holdings (% Net Assets)

Novartis AG Reg		2.8
KDDI Corp.		2.1
Bayer AG Reg		2.1
Lloyds Banking Group PLC		1.8
British American Tobacco PLC		1.8
Teva Pharmaceutical Industries Ltd., Sponsored ADR		1.7
Akzo Nobel		1.6
Sumitomo Mitsui Financial Group, Inc.		1.5
BNP Paribas		1.5
Sanofi		1.3
Total Fund Holdings	166

Sector Allocation (% Equities)

Financials		23.1
Consumer Discretionary		15.5
Health Care		13.3
Industrials		10.6
Telecommunication Services		8.5
Energy	��	8.4
Consumer Staples		7.3
Materials		6.9
Information Technology		4.9
Utilities		1.5

Country Allocation (% Equities)

United Kingdom	23.2
Japan	16.0
France	10.5
Switzerland	9.0
Germany	8.9
Netherlands	6.3
South Korea	5.3
Hong Kong/China	2.7
Canada	2.7
Italy	2.1
Sweden	1.9
Israel	1.8
Belgium	1.8
Spain	1.6
Singapore	1.5
Australia	1.1
Finland	0.8
Norway	0.8
Ireland	0.7
Denmark	0.5
Portugal	0.3
Austria	0.3
Luxembourg	0.2

5

American Beacon Funds^SM

Fund Expenses

April 30, 2015 (Unaudited)

Fund Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees if applicable, and (2) ongoing costs, including management fees, administrative service fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in a particular Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2014 through April 30, 2015.

Actual Expenses

The following tables provide information about actual account values and actual expenses. You may use the information on this page, 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 “Expenses Paid During Period” for the applicable Fund to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The following tables provide information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in a particular Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional Classes that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by a Fund, such as sales charges (loads) or redemption fees as applicable. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the following tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

6

American Beacon Funds^SM

Fund Expenses

April 30, 2015 (Unaudited)

Emerging Markets Fund

	Beginning Account Value 11/1/14		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Institutional Class
Actual	$	1,000.00	$	989.14	$	6.66
Hypothetical **	$	1,000.00	$	1,018.10	$	6.76
Y Class
Actual	$	1,000.00	$	988.20	$	7.15
Hypothetical **	$	1,000.00	$	1,017.60	$	7.25
Investor Class
Actual	$	1,000.00	$	986.88	$	8.82
Hypothetical **	$	1,000.00	$	1,015.92	$	8.95
A Class
Actual	$	1,000.00	$	986.84	$	8.82
Hypothetical **	$	1,000.00	$	1,016.36	$	8.95
C Class
Actual	$	1,000.00	$	982.95	$	12.49
Hypothetical **	$	1,000.00	$	1,012.65	$	12.67
AMR Class
Actual	$	1,000.00	$	989.60	$	5.53
Hypothetical **	$	1,000.00	$	1,018.25	$	5.61

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 1.35%, 1.45%, 1.79%, 1.79%, 2.54%, and 1.12% for the Institutional, Y, Investor, A, C, and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Inernational Equity Fund

	Beginning Account Value 11/1/14		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Institutional Class
Actual	$	1,000.00	$	1,065.98	$	3.53
Hypothetical **	$	1,000.00	$	1,021.37	$	3.46
Y Class
Actual	$	1,000.00	$	1,065.63	$	3.94
Hypothetical **	$	1,000.00	$	1,020.98	$	3.86
Investor Class
Actual	$	1,000.00	$	1,063.99	$	5.22
Hypothetical **	$	1,000.00	$	1,019.74	$	5.11
Advisor Class
Actual	$	1,000.00	$	1,063.18	$	5.93
Hypothetical **	$	1,000.00	$	1,019.04	$	5.81
Retirement Class
Actual	$	1,000.00	$	1,061.89	$	7.52
Hypothetical **	$	1,000.00	$	1,017.50	$	7.35
A Class
Actual	$	1,000.00	$	1,063.76	$	5.53
Hypothetical **	$	1,000.00	$	1,019.44	$	5.41
C Class
Actual	$	1,000.00	$	1,060.00	$	9.35
Hypothetical **	$	1,000.00	$	1,015.72	$	9.15
AMR Class
Actual	$	1,000.00	$	1,067.28	$	2.10
Hypothetical **	$	1,000.00	$	1,022.76	$	2.06

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.69%, 0.77%, 1.02%, 1.16%, 1.46%, 1.08%, 1.83%, and 0.41% for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

7

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
Argentina - 0.22%
Common Stocks - (Cost $158)
YPF S.A., Sponsored ADRB		6,401	$	195
Preferred Stocks - (Cost $131)
Nortel Inversora S.A., B Shares, ADRB C		4,450		91
Total Argentina				286
Austria - 1.48%
Common Stocks - (Cost $2,562)
Erste Group Bank AGA		57,741		1,640
Vienna Insurance Group AGA		8,353		333
Total Austria				1,973
Brazil - 11.88%
Common Stocks - (Cost $15,702)
Banco Bradesco S.A.		19,020		190
Banco do Brasil S.A.		48,800		431
Banco Santander Brasil S.A., ADRB		121,340		659
BM&FBovespa S.A.		116,000		478
Brasil Insurance Participacoes e Administracao S.A.		47,900		29
BRF - Brasil Foods S.A.D		40,455		865
CCR S.A.		35,270		194
Centrais Eletricas Brasileiras S.A., Sponsored ADRB D		195,350		479
Cia de Saneamento Basico do Estado de Sao Paulo, ADRB D		61,350		362
Cia de Saneamento Basico do Estado de Sao PauloD		192,300		1,136
Cia Hering		55,900		325
Duratex S.A.D E		81,900		231
EDP - Energias do Brasil S.A.		72,200		274
Embraer S.A., Sponsored ADRB		35,170		1,097
Gerdau S.A., Sponsored ADRB		50,370		169
Magnesita Refratarios S.A.		204,000		200
Marfrig Alimentos S.A.		585,000		823
Mills Estruturas e Servicos de Engenharia S.A.D		92,756		227
Oi S.A., ADRB		19,802		38
Petroleo Brasileiro S.A., Sponsored ADRB D		90,895		864
Raia Drogasil S.A.D		20,910		237
Sul America S.A.F		24,800		117
Telefonica Brasil S.A., ADRB		60,995		1,002
TIM Participacoes S.A.		121,500		389
Ultrapar Participacoes S.A.		11,012		253
Viver Incorporadora e Construtora S.A.D		431,588		10
Total Common Stocks				11,079
Convertible Bonds - (Cost $116)
Viver Incorporadora e Construtora S.A., 2.00%, Due 8/6/2016A G		270,118		25
Preferred Stocks - (Cost $6,907)
Alpargatas S.A.C D		128,800		424
Banco Bradesco S.A.C		66,915		714
Banco Estado Rio Gran, B SharesC		92,600		359
Gerdau S.A.C		62,200		207

	Shares		Fair Value
			(000’s)
Itau Unibanco Holding S.A.C		40,926	$	523
Itau Unibanco Holding S.A., Sponsored ADRB C		38,360		492
Itausa - Investimentos Itau S.A.C		56,119		198
Marcopolo S.A.D		14,000		13
Metalurgica Gerdau S.A.C		7,400		24
Petroleo Brasileiro S.A., Sponsored ADRB D		134,920		1,170
Randon Participacoes S.A.C		120,900		161
Telefonica Brasil S.A.C		3,500		58
Vale S.A., Sponsored ADRB C		61,082		369
Total Preferred Stocks				4,712
Total Brazil				15,816
Cayman Islands - 0.13%
Common Stocks - (Cost $173)
Casetek Holdings Ltd.A D		29,000		176
Chile - 0.85%
Common Stocks - (Cost $1,296)
Cencosud S.A.		146,534		380
Empresa Nacional de Telecom		36,510		411
S.A.C.I. Falabella		43,570		341
Total Chile				1,132
Colombia - 0.71%
Common Stocks - (Cost $1,030)
Grupo Aval Acciones y Valores S.A., ADRB		67,950		687
Grupo de Inversiones Suramericana S.A.		11,844		195
Total Common Stocks				882
Preferred Stocks - (Cost $83)
Grupo de Inversiones Suramericana S.A.C		4,000		61
Total Colombia				942
Czech Republic - 0.80%
Common Stocks - (Cost $1,677)
Komercni Banka A.S.A		2,050		457
O2 Czech Republic A.S.A		74,550		612
Total Czech Republic				1,069
Egypt - 0.16%
Common Stocks - (Cost $215)
Commercial International Bank Egypt SAEA		28,819		210
Greece - 0.47%
Common Stocks - (Cost $651)
JUMBO S.A.A		45,850		471
National Bank of Greece S.A.A D		110,470		154
Total Greece				625
Hong Kong/China - 22.24%
Common Stocks - (Cost $26,160)
Anhui Conch Cement Co., Ltd. HA		123,000		501

See accompanying notes

8

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
Apt. Satellite Holdings Ltd.A		457,000	$	717
Baic Motor Corp., Ltd. HA D H		9,500		14
Bank of China Ltd. HA		2,137,000		1,468
Baoxin Auto Group Ltd.A		238,000		188
Beijing Capital International Airport Co., Ltd. HA		324,000		344
Bosideng International Holdings Ltd.A		5,942,000		1,034
Chaoda Modern Agriculture Holdings Ltd.A		2,200,000		165
China Communications Services Corp., Ltd. HA		1,306,000		740
China Construction Bank HA		2,222,415		2,163
China Life Insurance Co., Ltd. HA		179,000		869
China Machinery Engineering Corp. HA		24,000		32
China Mengniu Dairy Co., Ltd.A		53,000		270
China Mobile Ltd.A		149,500		2,134
China Overseas Land & Investment Ltd.A		66,000		275
China Pacific Insurance Group Co., Ltd. HA		69,000		376
China Railway Construction Corp., Ltd. HA		42,000		84
China Resources Power Holdings Co., Ltd.A		218,000		661
China Taiping Insurance Holdings Co., Ltd.A D		21,600		81
China Yuchai International Ltd.		17,000		343
China ZhengTong Auto Services Holdings Ltd.A		324,000		222
Chongqing Changan Automobile Co., Ltd.A		30,500		100
Chow Tai Fook Jewellery Group Ltd.A		339,200		413
CNOOC Ltd.A		399,000		678
Cosco International Holdings Ltd.A		1,502,000		880
COSCO Pacific Ltd.A		554,495		874
CSPC Pharmaceutical Group Ltd.A		114,000		118
Dickson Concepts International Ltd.A		280,445		121
Dongfeng Motor Group Co., Ltd. HA		570,000		951
First Pacific Co., Ltd.A		949,874		921
Galaxy Entertainment Group Ltd.A		54,000		260
Guangzhou Automobile Group Co., Ltd. HA		363,370		391
Huandian Power International Corp., HA		152,000		169
Industrial & Commercial Bank of China Ltd. HA		1,350,555		1,177
Lee & Man Paper Manufacturing Ltd.A		477,000		272
Lianhua Supermarket Holdings Co., Ltd. HA D		666,000		512
Lifestyle International Holdings Ltd.A		475,000		888
Luk Fook Holdings International Ltd.A		318,000		993
NWS Holdings Ltd.A		22,056		37
Parkson Retail Group Ltd.A		2,303,500		587
Ping An Insurance Group Co., HA		32,500		468
Qihoo 360 Technology Co., Ltd., ADRB D		1,320		80
Samsonite International S.A.A		184,500		674
Shanghai Haohai Biological Technology Co., Ltd., HD H I		1,200		9
Shanghai Industrial Holdings Ltd.A		251,000		1,003
Shenzhen International Holdings Ltd.A		70,000		132
Sihuan Pharmaceutical Holdings Group Ltd.J		327,000		177

	Shares		Fair Value
			(000’s)
Sinotrans Shipping Ltd.A		2,792,000	$	781
TAL Education Group, ADRB		4,241		156
Tencent Holdings Ltd.A		71,500		1,476
Tsingtao Brewery Co., Ltd. HA		22,000		141
Weichai Power Co., Ltd. HA		98,000		388
Weiqiao Textile Co., Ltd. HA		558,500		416
West China Cement Ltd.A		1,024,000		174
Wumart Stores, Inc., HA		595,000		519
Total Hong Kong/China				29,617
Hungary - 1.58%
Common Stocks - (Cost $2,269)
Magyar Telekom Telecommunications PLCA D K		316,533		473
OTP Bank PLCA K		13,109		291
Richter Gedeon NyrtA		79,512		1,339
Total Hungary				2,103
India - 7.28%
Common Stocks - (Cost $9,654)
Ashok Leyland Ltd.A		437,001		479
Bank of IndiaA		111,463		381
Bharat Heavy Electricals Ltd.A		29,332		111
Bharat Petroleum Corp., Ltd.A		23,088		277
Glenmark Pharmaceuticals Ltd.A		24,081		337
HDFC Bank Ltd.A		25,641		401
ICICI Bank Ltd.A		91,024		475
Idea Cellular Ltd.A D		51,201		141
India Cements Ltd.A		377,819		546
IndusInd Bank Ltd.A		30,795		400
Infrastructure Development Finance Co., Ltd.A		20,806		55
Marico Ltd.A		43,602		275
Maruti Suzuki India Ltd.A		6,581		386
NMDC Ltd.A		150,911		308
NTPC Ltd.A		112,310		265
Oil & Natural Gas Corp., Ltd.A		40,693		195
Oriental Bank of CommerceA		65,415		210
Power Grid Corp. of India Ltd.A		92,754		207
Punjab National BankA		87,600		219
Reliance Industries Ltd.A		65,468		890
Reliance Infrastructure Ltd.A		134,145		875
Rolta India Ltd.A		117,950		215
Sesa Sterlite Ltd.A		46,534		152
Sesa Sterlite Ltd., ADRB		4,332		57
Shree Cement Ltd.A		1,818		291
Shriram Transport Finance Co., Ltd.A		23,943		369
South Indian Bank Ltd.A		118,213		45
State Bank of IndiaA		113,926		484
Steel Authority of India Ltd.A		253,961		278
Sun Pharmaceutical Industries Ltd.A		14,452		214
Tata Consultancy Services Ltd.A		3,926		153
Total India				9,691
Indonesia - 1.23%
Common Stocks - (Cost $1,711)
AKR Corporindo Tbk PTA		205,100		82
Aneka Tambang Persero Tbk PTA		116,900		7
Kalbe Farma Tbk PTA		1,567,200		217
Link Net Tbk PTA D		376,600		163
Matahari Department Store Tbk PTA		258,400		349

See accompanying notes

9

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
Surya Citra Media Tbk PTA		457,900	$	102
XL Axiata Tbk PTA		2,291,603		712
Total Indonesia				1,632
Japan - 0.13%
Common Stocks - (Cost $199)
Nexon Co., Ltd.A		13,900		175
Luxembourg - 0.81%
Common Stocks - (Cost $1,165)
Ternium S.A., Sponsored ADRB		51,040		1,082
Malaysia - 0.92%
Common Stocks - (Cost $1,286)
Astro Malaysia Holdings BhdA		194,900		172
CIMB Group Holdings BhdA		235,131		389
Genting Malaysia BhdA		378,900		457
IHH Healthcare BhdA		121,700		202
Total Malaysia				1,220
Mexico - 4.70%
Common Stocks - (Cost $8,145)
ALFA S.A.B.		206,415		419
Alpek S.A. de C.V.		130,200		176
Alsea S.A.B. de C.V.		112,803		339
America Movil, S.A.B. de C.V., Series L, Sponsored ADRB		31,145		651
Cemex, S.A.B. de C.V., Series L, Sponsored ADRB		176,122		1,694
Consorcio ARA, S.A.B. de C.V.		288,600		121
Desarrolladora Homex, S.A.B. de C.V.D J		456,630		17
El Puerto de Liverpool S.A.B. de C.V.		13,202		146
Fomento Economico Mexicano, S.A.B. de C.V., Series B, Sponsored ADRB		8,433		763
Grupo Financiero Banorte, S.A.B. de C.V.		98,838		561
Grupo Financiero Inbursa		77,608		185
Macquarie Mexico Real Estate NPVH L		498,870		755
Mexichem, S.A.B. de C.V.		2,362		7
TF Administradora IndustrialL		204,423		403
Urbi Desarrollos Urbanos, S.A.B. de C.V.D J		1,452,850		24
Total Mexico				6,261
Netherlands - 0.19%
Common Stocks - (Cost $287)
Yandex N.V.D		12,913		248
Peru - 0.47%
Common Stocks - (Cost $562)
Credicorp Ltd.		4,069		621
Philippines - 1.27%
Common Stocks - (Cost $1,393)
BDO Unibank, Inc.A		69,230		169
DMCI Holdings, Inc.A		444,100		150

	Shares		Fair Value
			(000’s)
International Container Terminal Services, Inc.A		71,310	$	176
Lt Group, Inc.A		561,100		188
Metro Pacific Investments Corp.A		2,367,500		241
Metropolitan Bank & Trust Co.A		184,973		386
SM Investments Corp.A		19,070		386
Total Philippines				1,696
Poland - 1.74%
Common Stocks - (Cost $2,328)
Bank Pekao S.A.A		10,451		544
Bank Zachodni WBK S.A.A		3,216		332
CCC S.A.A		2,151		114
PKO Bank Polski S.A.A		61,047		611
PKP Cargo S.A.A		9,412		221
Polski Koncern Naftowy Orlen S.A.A		13,099		249
Synthos S.A.A D		187,660		246
Total Poland				2,317
Qatar - 0.18%
Common Stocks - (Cost $290)
Commercial Bank of Qatar QSCA		8,614		133
Ooredoo QSCA		3,700		101
Total Qatar				234
Russia - 4.54%
Common Stocks - (Cost $8,131)
Gazprom OAO, Sponsored ADRB		342,350		2,013
Lukoil OAO, Sponsored ADRB		25,020		1,282
Mail.ru Group Ltd., Reg S, GDRA I M		10,015		239
Megafon, Reg S, GDRA I M		9,941		169
NovaTek OAO, Reg S, Sponsored GDRA I M		1,848		179
Rosneft Oil Co., Reg S, GDRA I M		66,768		330
RusHydro JSC, ADRB		127,370		150
Sberbank, Sponsored ADRA B D		75,983		451
Sberbank, Sponsored ADRB		113,760		687
Sistema JSFC, Reg S, Sponsored GDRI M		55,360		418
X5 Retail Group N.V., Reg S, GDRA D I M		6,381		130
Total Russia				6,048
Singapore - 0.37%
Common Stocks - (Cost $323)
Haw Par Corp., Ltd.,A		72,957		493
South Africa - 2.34%
Common Stocks - (Cost $2,605)
Aveng Ltd.A D		142,446		128
Barclays Africa Group Ltd.A		7,998		128
Life Healthcare Group Holdings Ltd.A		76,200		261
MTN Group Ltd.A		28,454		569
Naspers Ltd., N SharesA		4,876		765
Sasol Ltd.A		4,526		187
Standard Bank Group Ltd.A		23,113		339
Steinhoff International Holdings Ltd.A		57,922		368
Vodacom Group Pty. Ltd.A		30,299		377
Total South Africa				3,122

See accompanying notes

10

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
South Korea - 16.49%
Common Stocks - (Cost $21,650)
Amorepacific Corp.A J		57	$	207
CJ E&M Corp.A D		291		16
Cosmax Inc.A		1,243		168
Coway Co., Ltd.A		4,762		401
E-Mart Co., Ltd.A		933		192
Hana Financial Group, Inc.A		30,610		902
Hite Jinro Ltd.A		3,524		74
Hotel Shilla Co., Ltd.A		2,679		267
Hyundai Engineering & Construction Co., Ltd.A		8,421		405
Hyundai Mobis Co., Ltd.A		5,292		1,161
Hyundai Motor Co.A		4,599		722
KB Financial Group, Inc.A		60,934		2,320
Kia Motors Corp.A		26,202		1,208
Kolao HoldingsA		5,400		101
Korea Aerospace Industries Ltd.A		2,377		145
Korea Electric Power Corp.A		11,842		514
Korea Electric Power Corp., Sponsored ADRB		3,970		86
Korean Reinsurance Co.A		6,518		72
KT Corp.A		10,576		312
KT Corp., Sponsored ADRB		16,320		238
LG Chem Ltd.A		2,364		596
LG Electronics, Inc.A		7,427		417
Lotte Chemical Corp.A		882		205
Lotte Confectionery Co., Ltd.A		198		344
Lotte Shopping Co., Ltd.A		1,507		363
Naturalendo Tech Co., Ltd.A D		1,010		32
NHN Corp.A		606		366
NongShim Co., Ltd.A		1,616		369
POSCOA		7,706		1,823
Samsung Electronics Co., Ltd.A		3,114		4,085
Samsung Life Insurance Co., Ltd.A		2,131		209
Shinhan Financial Group Co., Ltd.A		32,388		1,328
Shinsegae Co., Ltd.A		2,546		477
SK Hynix, Inc.A		9,830		420
SK Telecom Co., Ltd.A		604		162
Tong Yang Life InsuranceA		9,272		127
Total Common Stocks				20,834
Preferred Stocks - (Cost $718)
Hyundai Motor Co., Ltd.C		7,542		834
Samsung Electronics Co., Ltd.A C		276		280
Total Preferred Stocks				1,114
Total South Korea				21,948
Spain - 0.11%
Common Stocks - (Cost $206)
Cemex Latam Holdings S.A.D		25,925		145
Switzerland - 0.46%
Common Stocks - (Cost $682)
Coca-Cola HBC AG, GDRA E G M		16,589		350
DKSH Holding Ltd., AGA		3,333		263
Total Switzerland				613

	Shares		Fair Value
			(000’s)
Taiwan - 5.94%
Common Stocks - (Cost $6,477)
Advanced Semiconductor Engineering, Inc.A		264,570	$	375
Catcher Technology Co., Ltd.A		25,000		293
Chailease Holding Co., Ltd.A		122,975		337
Compal Electronics, Inc.A		363,000		331
Delta Electronics, Inc.A		36,000		216
Eclat Textile Co., Ltd.A		12,931		173
Far EasTone Telecommunication Co., Ltd.A		21,000		50
Fubon Financial Holding Co., Ltd.A		183,000		393
Ginko International Co., Ltd.A		10,000		146
Hermes Microvision, Inc.A		3,525		249
HON HAI Precision Industry Co., Ltd.A		246,014		738
Largan Precision Co., Ltd.A		3,000		300
MediaTek, Inc.A		33,000		424
Nan Ya Plastics Corp.A D		34,000		83
Nan Ya Printed Circuit Board Corp.A		100,139		178
Pegatron Corp.A		42,000		125
Radiant Opto-Electronics Corp.A		121,970		401
Shin Kong Financial Holding Co., Ltd.A		1,428,486		463
Simplo Technology Co., Ltd.A		40,000		199
Taiwan Mobile Co., Ltd.A		49,000		172
Taiwan Semiconductor Manufacturing Co., Ltd.A		352,385		1,702
Uni-President Enterprises Corp.A		149,949		246
United Microelectronics Corp.A		671,226		319
Total Taiwan				7,913
Thailand - 2.27%
Common Stocks - (Cost $3,037)
Advanced Info Service PCLN		53,900		392
Bangkok Bank PCLA N		112,590		632
Indorama Ventures PCL		303,400		227
Kasikornbank PCL, NVDRA N,O		21,200		135
Land and Houses PCLA N		599,900		172
Minor International PCLN		211,465		213
Minor International PCL, NVDRO P		945		0
Mint-W5P		1,655		0
PTT Global Chemical PCL		266,100		515
PTT PCLN		29,800		322
Thai Oil PCLN		120,500		214
Total Access Communication PCL, NVDRA N O		28,300		74
Total Access Communication PCLN		48,900		125
Total Thailand				3,021
Turkey - 1.43%
Common Stocks - (Cost $2,160)
Aygaz A.S.A		138,330		507
Turkiye Garanti Bankasi A.S.A		136,340		434
Turkiye Halk Bankasi A.S.A		66,161		335
Turkiye Vakiflar Bankasi TaoA		357,347		634
Total Turkey				1,910
United Arab Emirates - 0.21%
Common Stocks - (Cost $247)
Emaar Properties PJSCA C		128,258		284

See accompanying notes

11

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
United Kingdom - 0.46%
Common Stocks - (Cost $583)
APR Energy PLCA K		37,620	$	210
Mondi PLCA K		19,976		404
Total United Kingdom				614
United States - 0.33%
Common Stocks - (Cost $358)
JD.com, Inc., ADRB D		6,197		208
MercadoLibre, Inc.		1,588		226
Total United States				434
SHORT-TERM INVESTMENTS - 5.41% (Cost $7,198)
JPMorgan U.S. Government Money Market Fund, Capital Class		7,197,989		7,198
TOTAL INVESTMENTS - 99.78% (Cost $140,525)				132,869
OTHER ASSETS, NET OF LIABILITIES - 0.22%				292
TOTAL NET ASSETS - 100.00%			$	133,161

Percentages are stated as a percent of net assets.

^A  Fair valued pursuant to procedures approved by the Board of Trustees. At period end, the value of these securities amounted to $89,853 or 67.48% of net assets.

^B  ADR - American Depositary Receipt.

^C  A type of Preferred Stock that has no maturity date.

^D  Non-income producing security.

^E  Step Up/Down - A scheduled increase in the exercise or conversion price at which a warrant, an option, or a convertible security may be used to acquire shares of common stock.

^F  Par value represents units rather than shares.

^G  Variable rate.

^H  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $778 or 0.58% of net assets. The Fund has no right to demand registration of these securities.

^I  Reg S - Security purchased under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration.

^J  Illiquid.

^K  PLC - Public Limited Company.

^L  REIT - Real Estate Investment Trust.

^M  GDR - Global Depositary Receipt.

^N  PCL - Public Company Limited (Thailand).

^O  NVDR - Non Voting Depositary Receipt.

^P  Warrant.

^Q  PSJC – Private Joint Stock Company.

See accompanying notes

12

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

Futures Contracts Open on April 30, 2015:

Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
Mini MSCI EAFE Emerging Markets June Futures		Long		136		June 2015	$	7,063,160	$	361,455
							$	7,063,160	$	361,455

Forward Contracts Open on April 30, 2015:

Type	Currency	Principal Amount Covered by Contract		Settlement Date	Counterparty	Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation/ (Depreciation)
BUY	JPY		62,195	5/7/2015	BOA	$	—	$	(309	)	$	(309	)
SELL	JPY		62,195	5/7/2015	BOA		—		(402	)		(402	)
SELL	JPY		62,195	5/7/2015	SSB		—		(423	)		(423	)
SELL	EUR		454,146	5/21/2015	GST		—		(22,164	)		(22,164	)
SELL	EUR		454,135	5/21/2015	UAG		—		(22,229	)		(22,229	)
						$	—	$	(45,527	)	$	(45,527	)

Glossary:

Counterparty Abbreviations:

BOA	Bank of America, NA
GST	Goldman Sachs International
SSB	State Street Bank
UAG	UBS AG

Currency Abbreviations:

JPY	Japanese Yen
EUR	Euro

See accompanying notes

13

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
Australia - 1.09%
Common Stocks - (Cost $22,288)
Ansell Ltd.A		425,784	$	8,763
Caltex Australia Ltd.A		414,115		11,557
James Hardie Industries PLC, CDIA B C		624,809		7,169
Total Australia				27,489
Austria - 0.24%
Common Stocks - (Cost $6,835)
Uniqa Insurance Group AG,A		619,566		6,094
Belgium - 1.68%
Common Stocks - (Cost $28,027)
Anheuser-Busch InBev N.V.A		213,459		25,933
KBC Groep N.V.A D		250,727		16,518
Total Belgium				42,451
Canada - 2.56%
Common Stocks - (Cost $68,010)
Baytex Energy Corp.		462,039		9,026
Bombardier, Inc., Class B		4,180,200		8,454
Imperial Oil Ltd.D		225,300		9,932
MDA Corp.		191,800		15,226
Precision Drilling Corp.		726,700		5,288
Suncor Energy, Inc.		294,000		9,574
Talisman Energy, Inc.		892,900		7,127
Total Canada				64,627
Denmark - 0.44%
Common Stocks - (Cost $12,015)
Carlsberg A.S., Class BA		122,959		11,218
Finland - 0.71%
Common Stocks - (Cost $11,846)
Sampo OYJ, Class AA		372,068		18,059
France - 10.00%
Common Stocks - (Cost $216,666)
AXA S.A.A E		720,007		18,176
BNP ParibasA		583,699		36,751
Cap Gemini S.A.A		180,696		16,047
Cie de Saint-GobainA		238,550		10,866
Cie Generale des Etablissements MichelinA		90,840		10,119
GDF SuezA E		587,122		11,959
Legrand S.A.A		256,048		14,793
Orange S.A.A		438,720		7,221
SanofiA E		334,377		34,007
Schneider Electric S.A.A		191,361		14,270
Technip S.A.A E		315,453		21,487
Total S.A.A		555,905		30,107
Valeo S.A.A		90,081		14,397
Vinci S.A.A E		208,563		12,793
Total France				252,993

	Shares		Fair Value
			(000’s)
Germany - 8.48%
Common Stocks - (Cost $142,542)
Bayer AG RegA		362,521	$	52,810
Bayerische Motoren Werke AGA		69,376		8,251
Commerzbank AGA D		657,780		8,923
Continental AGA E		34,711		8,201
Daimler AG, Reg SA F		106,744		10,320
Deutsche Boerse AGA		158,220		13,191
HeidelbergCement AGA		171,240		13,218
Infineon Technologies AGA		779,560		9,262
Lanxess AGA		150,370		8,073
Linde AGA		77,425		15,173
Merck KGaAA		137,730		14,939
METRO AGA		219,610		7,968
Muenchener Rueckversicherungs AG RegA		33,507		6,576
SAP AGA		160,434		12,240
Siemens AG RegA		95,810		10,487
Total Common Stocks				199,632
Preferred Stocks - (Cost $14,243)
Volkswagen AGA		57,261		14,844
Total Germany				214,476
Hong Kong/China - 2.56%
Common Stocks - (Cost $44,755)
AIA Group Ltd.A		1,273,600		8,502
China Merchants Holdings Intl.A		2,050,103		9,333
China Mobile Ltd.A		1,876,807		26,787
CNOOC Ltd.A		6,695,000		11,377
GCL-Poly Energy Holdings Ltd.A D		17,305,000		5,206
Hutchison Whampoa Ltd.A		238,000		3,505
Total Hong Kong/China				64,710
Ireland - 0.71%
Common Stocks - (Cost $12,408)
CRH PLCA C		641,560		17,932
Israel - 1.73%
Common Stocks - (Cost $34,641)
Teva Pharmaceutical Industries Ltd., Sponsored ADRG		724,470		43,772
Italy - 1.98%
Common Stocks - (Cost $35,471)
Atlantia SpAA		549,223		15,460
Azimut Holding SpAA		353,886		10,428
ENI SpAA		463,064		8,914
Intesa Sanpaolo SpAA		2,847,656		9,537
UniCredit SpAA		801,458		5,739
Total Italy				50,078
Japan - 15.22%
Common Stocks - (Cost $332,856)
Canon, Inc.A		289,700		10,338
Daikin Industries Ltd.A		163,700		11,020
Daiwa House Industry Co., Ltd.A		933,500		20,782
Don Quijote Co., Ltd.A		268,200		20,244

See accompanying notes

14

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
East Japan Railway Co.A		154,200	$	13,614
Hitachi Ltd.A		2,732,000		18,618
Isuzu Motors Ltd.A		634,700		8,409
ITOCHU Corp.A		375,000		4,620
Japan Tobacco, Inc.A		308,100		10,780
JGC Corp.A		409,000		8,526
KDDI Corp.A		2,292,300		54,166
Komatsu Ltd.A		531,900		10,683
Konica Minolta, Inc.A		1,253,500		13,778
Nikon Corp.A E		1,000,900		14,157
Nissan Motor Co., Ltd.A		1,382,900		14,323
Seven & I Holdings Co., Ltd.A		350,000		15,071
Shin-Etsu Chemical Co., Ltd.A		159,300		9,750
Softbank Corp.A		329,100		20,567
Sony Corp.A D		507,200		15,319
Sumitomo Mitsui Financial Group, Inc.A		858,600		37,442
Suntory Beverage & Food Ltd.A		281,500		11,988
Toshiba Corp.A D		1,441,000		5,763
Toyota Motor Corp.A		406,200		28,218
United Arrows Ltd.A E		216,000		6,659
Total Japan				384,835
Luxembourg - 0.20%
Common Stocks - (Cost $4,487)
RTL Group S.A.A E		52,805		4,953
Netherlands - 5.93%
Common Stocks - (Cost $124,009)
Akzo NobelA		517,540		39,445
ING Groep N.V., CVAA D H		936,070		14,381
Koninklijke Philips Electronics N.V.A		240,627		6,873
NXP Semiconductor N.V.A D		82,630		8,045
PostNL N.V.A D		1,265,767		6,285
QIAGEN N.V.A D		349,330		8,456
Reed Elsevier N.V.A E		1,054,086		25,334
SBM Offshore N.V.A D		692,530		8,964
TNT Express N.V.A		1,205,200		10,242
Unilever N.V., CVA, GDRA H I		197,265		8,586
Wolters Kluwer N.V.A		414,467		13,382
Total Netherlands				149,993
Norway - 0.78%
Common Stocks - (Cost $12,832)
Telenor ASAA		870,644		19,655
Portugal - 0.27%
Common Stocks - (Cost $7,949)
Galp Energia SGPS S.A.A		492,800		6,745
Singapore - 1.40%
Common Stocks - (Cost $19,791)
DBS Group Holdings Ltd.A		1,156,342		18,379
Noble Group Ltd.A		8,077,000		5,253
Singapore Telecommunications Ltd.A		3,526,000		11,781
Total Singapore				35,413

	Shares		Fair Value
			(000’s)
South Korea - 5.04%
Common Stocks - (Cost $130,039)
Hana Financial Group, Inc.A		429,819	$	12,665
Hyundai Mobis Co., Ltd.A		27,451		6,025
Hyundai Motor Co.A		169,171		26,556
KB Financial Group, Inc., ADRG		182,978		6,977
KT&G Corp.A		185,429		16,412
LG Electronics, Inc.A		151,363		8,509
POSCOA		41,106		9,727
Samsung Electronics Co., Ltd.A		13,197		17,308
SK Telecom Co., Ltd.A		86,983		23,270
Total South Korea				127,449
Spain - 1.50%
Common Stocks - (Cost $31,266)
Mediaset Espana Comunicacion S.A.A D		452,206		6,134
Red Electrica Corporation S.A.A		98,285		8,248
Repsol S.A.A		171,652		3,530
Tecnicas Reunidas S.A.A		125,980		5,869
Telefonica S.A.A		927,032		14,138
Total Spain				37,919
Sweden - 1.82%
Common Stocks - (Cost $40,522)
Assa Abloy AB, Class BA		274,102		15,845
Ericsson LM, Class BA		129,610		1,420
Getinge AB, Class BA		517,860		12,591
Swedbank AB, Class AA		696,760		16,189
Total Sweden				46,045
Switzerland - 8.52%
Common Stocks - (Cost $164,051)
ABB Ltd.A		656,370		14,374
Cie Financiere Richemont S.A.A		24,564		2,193
Clariant AGA		435,575		9,602
Credit Suisse Group AG RegA E		749,438		19,857
GAM Holding AGA		333,915		7,551
Givaudan S.A. RegA		3,256		6,133
Novartis AG RegA		680,314		70,289
Roche Holding AG GenusscheinA		96,888		27,908
Swiss Re AGA		104,450		9,285
UBS Group AGA		1,299,357		26,179
Wolseley PLCA C		139,703		8,284
Zurich Insurance Group AGA		44,459		13,770
Total Switzerland				215,425
United Kingdom - 22.03%
Common Stocks - (Cost $493,953)
Anglo American PLCA C		422,054		7,158
Aviva PLCA C		3,484,573		28,116
BAE Systems PLCA C		1,564,304		12,177
Balfour Beatty PLCA C		1,694,237		6,292
Barclays PLCA C		7,413,315		29,023
BG Group PLCA C		900,284		16,341
BP PLCA C		1,451,790		10,475
British American Tobacco PLCA C		833,343		45,836
Carnival PLCA C		308,349		14,082
Direct Line Insurance GroupA		1,302,849		6,374
GlaxoSmithKline PLCA C		1,371,308		31,725
Glencore Xstrata PLCA C		1,542,760		7,347

See accompanying notes

15

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
HSBC Holdings PLCA C		3,235,406	$	32,026
Informa PLCA C		1,308,026		11,167
Kingfisher PLCA C		3,231,945		17,400
Lloyds Banking Group PLCA C		39,360,308		46,702
Marks & Spencer Group PLCA C		1,472,810		12,476
Michael Page International PLCA C		928,226		7,584
Petrofac Ltd.A		746,530		10,015
Provident Financial Holdings PLCA C		216,685		10,011
Prudential PLCA C		1,048,942		26,177
Reed Elsevier PLCA C		797,047		13,199
Rexam PLCA C		1,448,979		12,867
Rio Tinto PLCA C		53,850		2,399
Royal Dutch Shell PLC, Class AA C		385,332		12,137
Royal Dutch Shell PLC, Class BA C		303,526		9,772
Shire PLCA C		182,750		14,868
Sky PLCA C		683,110		11,274
SSE PLCA		621,232		14,715
Standard Chartered PLCA C		687,230		11,239
Taylor Wimpey PLCA C		3,704,127		9,416
Tesco PLCA C		3,582,820		12,107
Unilever PLCA C		235,605		10,345
Vodafone Group PLCA C		7,573,301		26,727
William Hill PLCA C		1,394,447		7,715
Total United Kingdom				557,284
SHORT-TERM INVESTMENTS - 4.41%
American Beacon U.S. Government Money Market Select Fund, Select ClassJ		10,000,000		10,000
JPMorgan U.S. Government Money Market Fund, Capital Class		101,464,329		101,464
Total Short-Term Investments (Cost $111,464)				111,464
SECURITIES LENDING COLLATERAL - 5.03% (Cost $127,204)
DWS Government and Agency Securities Portfolio, Institutional Class		982,127		982
American Beacon U.S. Government Money Market Select Fund, Select ClassJ		126,222,152		126,222
Total Securities Lending Collateral				127,204
TOTAL INVESTMENTS - 104.33% (Cost $2,250,170)				2,638,283
LIABILITIES, NET OF OTHER ASSETS - (4.33)%				(109,383	)
TOTAL NET ASSETS - 100.00%			$	2,528,900

Percentages are stated as a percent of net assets.

^A  Fair valued pursuant to procedures approved by the Board of Trustees. At period end, the value of these securities amounted to $2,284,239 or 90.00% of net assets.

^B  CDI - Chess Depository Interest.

^C  PLC - Public Limited Company.

^D  Non-income producing security.

^E  All or a portion of this security is on loan at April 30, 2015.

^F  Reg S - Security purchased under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration.

^G  ADR - American Depositary Receipt.

^H  CVA - Dutch Certificate.

^I  GDR - Global Depositary Receipt.

^J  The Fund is affiliated by having the same investment advisor.

See accompanying notes

16

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

Futures Contracts Open on April 30, 2015:

Description	Type	Number of Contracts	Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
Amsterdam Index May Futures	Long	30	May 2015	$	3,267,821	$	(118,561	)
CAC 40 10 Euro May Futures	Long	213	May 2015		11,987,182		(365,397	)
DAX Index June Futures	Long	34	June 2015		10,964,265		(538,728	)
FTSE 100 Index June Futures	Long	232	June 2015		24,677,417		641,218
FTSE/MIB Index June Futures	Long	22	June 2015		2,800,128		26,352
Hang Seng IDX May Futures	Long	22	May 2015		3,988,877		21,545
IBEX 35 Index May Futures	Long	34	May 2015		4,334,307		(154,404	)
OMXS 30 Index May Futures	Long	188	May 2015		3,654,878		(136,715	)
S&P TSX 60 Index June Futures	Long	86	June 2015		12,613,139		259,406
SPI 200 June Futures	Long	76	June 2015		8,655,628		(136,689	)
TOPIX Index June Futures	Long	203	June 2015		27,009,561		823,199
				$	113,953,203	$	321,226

Foreign Currency Contracts Open on April 30, 2015:

Type	Currency	Principal Amount Covered by Contract		Settlement Date	Counterparty	Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation/ (Depreciation)
BUY	JPY		25,683,173	6/10/2015	UAG	$	310,407	$	—		$	310,407
BUY	AUD		8,640,170	6/10/2015	RBS		250,166		—			250,166
BUY	CHF		12,494,484	6/10/2015	CBK		634,945		—			634,945
BUY	SEK		3,237,772	6/10/2015	CBK		58,587		—			58,587
BUY	EUR		29,183,672	6/10/2015	CBK		950,662		—			950,662
BUY	GBP		24,773,479	6/10/2015	BRC		487,329		—			487,329
BUY	HKD		2,844,588	6/10/2015	JPM		2,289		—			2,289
BUY	CAD		11,851,718	6/10/2015	GLM		534,313		—			534,313
SELL	SEK		453,075	6/10/2015	SOG		—		(14,053	)		(14,053	)
SELL	CAD		2,394,881	6/10/2015	SOG		—		(5,723	)		(5,723	)
SELL	JPY		4,209,362	6/10/2015	SOG		10,526		—			10,526
SELL	CHF		2,240,910	6/10/2015	SOG		—		(53,492	)		(53,492	)
SELL	EUR		3,937,426	6/10/2015	SOG		—		(119,675	)		(119,675	)
SELL	HKD		2,844,588	6/10/2015	DUB		—		(1,932	)		(1,932	)
SELL	AUD		1,548,682	6/10/2015	SOG		—		(12,474	)		(12,474	)
SELL	GBP		5,220,736	6/10/2015	SOG		—		(40,715	)		(40,715	)
						$	3,239,224	$	(248,064	)	$	2,991,160

Glossary:

Counterparty Abbreviations:
BRC	Barclays Bank PLC Wholesale	JPM	JPMorgan Chase Bank N.A.
CBK	Citibank, N.A.	RBS	Royal Bank of Scotland PLC
DUB	Deutsche Bank AG	SOG	Societe Generale
GLM	Goldman Sacks Bank USA	UBS	UBS AG
Currency Abbreviations:
AUD	Australian Dollar	GBP	Great Britain Pound
CAD	Canadian Dollar	HKD	Hong Kong Dollar
CHF	Swiss Franc	JPY	Japanese Yen
EUR	Euro	SEK	Swedish Krona

See accompanying notes

17

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2015 (Unaudited) (in thousands except share and per share amounts)

	Emerging Markets Fund			International Equity Fund
Assets:
Investments in unaffiliated securities, at fair value A D	$	132,869		$	2,502,061
Investments in affiliated securities, at fair value B		—			136,222
Foreign currency, at fair value C		205			—
Foreign currency deposits with brokers, at fair value E		—			8,813
Cash		—			5,269
Deposit with brokers for futures contracts		239			—
Dividends and interest receivable		260			11,793
Receivable for investments sold		916			8,926
Receivable for fund shares sold		85			14,411
Receivable for tax reclaims		4			1,817
Receivable for expense reimbursement (Note 2)		—			17
Receivable for variation margin on open futures contracts		—			1,738
Unrealized appreciation from foreign currency contracts		—			3,239
Prepaid expenses		30			79
Total assets		134,608			2,694,385
Liabilities:
Payable for investments purchased		1,028			1,035
Payable for fund shares redeemed		8			32,624
Payable for variation margin from open futures contracts		108			1,417
Payable under excess expense reimbursement plan		50			—
Payable upon return of securities loaned		—			127,204
Management and investment advisory fees payable		56			609
Administrative service and service fees payable		10			695
Transfer agent fees payable		1			114
Custody and fund accounting fees payable		37			84
Professional fees payable		50			36
Trustee fees payable		3			25
Payable for prospectus and shareholder reports		10			87
Payable for capital gains tax		15			—
Due to brokers		—			1,259
Unrealized depreciation from foreign currency contracts		46			248
Other liabilities		25			48
Total liabilities		1,447			165,485
Net Assets	$	133,161		$	2,528,900
Analysis of Net Assets:
Paid-in-capital		143,322			2,145,651
Undistributed (or overdistribution of) net investment income		(490	)		7,207
Accumulated net realized (loss)		(2,316	)		(15,825	)
Unrealized appreciation or (depreciation) of investments		(384	)		544,702
Unrealized (depreciation) of currency transactions		(7,332	)		(153,156	)
Unrealized appreciation of futures contracts		361			321
Net assets	$	133,161		$	2,528,900
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		920,414			51,942,256
Y Class		132,564			28,841,929
Investor Class		641,577			18,663,396
Advisor Class		N/A			1,123,822
Retirement Class		N/A			66,979
A Class		92,402			508,635
C Class		16,382			161,711
AMR Class		9,896,287			22,757,950

See accompanying notes

18

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2015 (Unaudited) (in thousands except share and per share amounts)

	Emerging Markets Fund		International Equity Fund
Net assets (not in thousands):
Institutional Class	$	10,400,016	$	1,050,820,673
Y Class	$	1,506,234	$	604,481,948
Investor Class	$	7,100,378	$	374,427,825
Advisor Class	$	N/A	$	23,062,040
Retirement Class	$	N/A	$	1,443,926
A Class	$	1,023,463	$	10,204,655
C Class	$	179,125	$	3,167,494
AMR Class	$	112,951,314	$	461,291,920
Net asset value, offering and redemption price per share:
Institutional Class	$	11.30	$	20.23
Y Class	$	11.36	$	20.96
Investor Class	$	11.07	$	20.06
Advisor Class		N/A	$	20.52
Retirement Class		N/A	$	21.56
A Class	$	11.08	$	20.06
A Class (offering price)	$	11.76	$	21.28
C Class	$	10.93	$	19.59
AMR Class	$	11.41	$	20.27
A    Cost of investments in unaffiliated securities	$	140,525	$	2,113,948
B    Cost of investments in affiliated securities	$	—	$	136,222
C    Cost of foreign currency	$	207	$	—
D    Fair value of securities on loan	$	—	$	121,080
E    Cost of foreign currency deposits with brokers	$	—	$	8,495

See accompanying notes

19

American Beacon Funds^SM

Statements of Operations

For the Six Months ended April 30, 2015 (Unaudited) (in thousands)

	Emerging Markets Fund			International Equity Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	963		$	29,397
Interest income		—			6
Income derived from securities lending		—			238
Total investment income		963			29,641
Expenses:
Management and investment advisory fees (Note 2)		379			3,356
Administrative service fees (Note 2):
Institutional Class		15			1,470
Y Class		3			820
Investor Class		11			533
Advisor Class		—			14
Retirement Class		—			2
A Class		1			13
C Class		—			4
AMR Class		26			109
Transfer agent fees:
Institutional Class		—			261
Y Class		—			55
Investor Class		2			9
Advisor Class		—			1
A Class		—			1
AMR Class		2			7
Custody and fund accounting fees		166			321
Professional fees		59			49
Registration fees and expenses		34			84
Service fees (Note 2):
Y Class		1			273
Investor Class		10			636
Advisor Class		—			12
Retirement Class		—			2
A Class		1			6
C Class		—			2
Distribution fees (Note 2):
Advisor Class		—			12
Retirement Class		—			3
A Class		1			11
C Class		1			15
Prospectus and shareholder report expenses		8			138
Trustee fees		3			58
Other expenses		13			121
Total expenses		736			8,398
Net fees waived and expenses reimbursed/recouped by Manager (Note 2)		1			(97	)
Net expenses		737			8,301
Net investment income		226			21,340
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from: B
Investments		1,416			42,264
Commission recapture (Note 3)		1			49
Foreign currency transactions		(1,386	)		(39,657	)
Futures contracts		9			15,112
Change in net unrealized appreciation or (depreciation) of: C
Investments		1,363			187,621
Foreign currency transactions		(3,115	)		(67,772	)
Futures contracts		323			(344	)
Net gain (loss) from investments		(1,389	)		137,273
Net increase (decrease) in net assets resulting from operations	$	(1,163	)	$	158,613
A    Foreign taxes	$	136		$	2,601
B    Net of foreign withholding taxes on capital gains	$	28		$	—
C    Net of unrealized appreciation of foreign withholding taxes on capital gains	$	(15	)	$	—

See accompanying notes

20

American Beacon Funds^SM

Statements of Changes in Net Assets (in thousands)

	Emerging Markets Fund						International Equity Fund
	Six Months Ended April 30, 2015			Year Ended October 31, 2014			Six Months Ended April 30, 2015			Year Ended October 31, 2014
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	226		$	1,376		$	21,340		$	61,748
Net realized gain from investments, commission recapture, futures contracts, and foreign currency transactions		40			8,915			17,768			107,117
Change in net unrealized appreciation or (depreciation) from investments, futures contracts, and foreign currency transactions		(1,429	)		(6,943	)		119,505			(202,346	)
Net increase (decrease) in net assets resulting from operations		(1,163	)		3,348			158,613			(33,481	)
Distributions to Shareholders:
Net investment income:
Institutional Class		(36	)		(100	)		(25,911	)		(14,406	)
Y Class		(5	)		(22	)		(14,300	)		(7,149	)
Investor Class		(20	)		(43	)		(8,329	)		(4,093	)
Advisor Class		—			—			(183	)		(73	)
Retirement Class		—			—			(23	)		(7	)
A Class		(2	)		(2	)		(202	)		(79	)
C Class		—			—			(56	)		(15	)
AMR Class		(415	)		(1,154	)		(12,918	)		(8,617	)
Net realized gain from investments:
Institutional Class		(698	)		—			—			—
Y Class		(131	)		—			—			—
Investor Class		(576	)		—			—			—
A Class		(74	)		—			—			—
C Class		(15	)		—			—			—
AMR Class		(7,427	)		—			—			—
Net distributions to shareholders		(9,399	)		(1,321	)		(61,922	)		(34,439	)
Capital Share Transactions:
Proceeds from sales of shares		13,513			29,751			345,589			637,106
Reinvestment of dividends and distributions		9,371			1,317			56,546			29,476
Cost of shares redeemed		(11,188	)		(28,746	)		(264,673	)		(432,543	)
Redemption fees		11			22			9			44
Net increase in net assets from capital share transactions		11,707			2,344			137,471			234,083
Net increase in net assets		1,145			4,371			234,162			166,163
Net Assets:
Beginning of period		132,016			127,645			2,294,738			2,128,575
End of Period *	$	133,161		$	132,016		$	2,528,900		$	2,294,738
*  Includes undistributed (or overdistribution of) net investment income of	$	(490	)	$	(343	)	$	7,207		$	60,882

See accompanying notes

21

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. As of April 30, 2015, the Trust consists of thirty-one active series, two of which are presented in this filing (collectively, the “Funds” and each individually a “Fund”): American Beacon Emerging Markets Fund and American Beacon International Equity Fund. The remaining twenty-nine active series are reported in separate filings.

Effective April 30, 2015 American Beacon Advisors, Inc. (the “Manager”) became a wholly-owned subsidiary of Astro AB Borrower, Inc., which is indirectly owned by investment funds affiliated with Kelso & Company, L.P. and Estancia Capital Management, LLC, two prominent private equity firms. Prior to April 30 the Manager was a wholly-owned subsidiary of Lighthouse Holdings, Inc., which was indirectly owned by investment funds affiliated with Pharos Capital Group, LLC and TPG Capital, L.P., two leading private equity firms.

Class Disclosure

Each Fund has multiple classes of shares designed to meet the needs of different groups of investors; however, not all Funds offer all classes. The following table sets forth the differences among the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administration fees, service fees, and distribution fees and vary among the classes as described more fully in Note 2.

Recently Adopted Accounting Pronouncements

In June 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements”, which amends the criteria that define an investment company and clarifies the measurement guidance and requires new disclosures for investment companies. Under the ASU, an entity that is registered under the Investment Company Act of 1940 automatically qualifies as an investment company. The Funds adopted this ASU for the fiscal year ended October 31, 2015. Management has evaluated the implications of the ASU and determined that adoption thereof will not have a material impact on the financial statements.

22

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Funds are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager and the Trust. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Funds an annualized fee equal to 0.05% of the average daily net assets. The Fund pays to the unaffiliated investment advisors hired by the Manager to direct investment activities of the Funds. Management fees paid during the six months ended April 30, 2015 were as follows (in thousands):

Fund	Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Amounts Paid to Manager
Emerging Markets		0.61	%	$	379	$	348	$	31
International Equity		0.29	%		3,356		2,744		612

As compensation for services provided by the Manager in connection with securities lending activities, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 25% of the net monthly interest income (the gross interest income earned by the investment of cash collateral, less the amount paid to borrowers and related expenses) from such activities and, with respect to loan fees paid by borrowers, a fee up to 25% of such loan fees. This fee is included in income derived from securities lending and Management and investment advisory fees on the Statements of Operations. During the six months ended April 30, 2015 securities lending fees paid to the Manager on behalf of the International Equity Fund were $49,955.

Administration Agreement

The Manager and the Trust entered into an Administration Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties required under the Administration Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, Retirement, A, and C Classes of the Funds and 0.05% of the average daily net assets of the AMR Class of the Funds.

Distribution Plans

The Funds, except for the Advisor, Retirement, A and C Classes of the Funds, have adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Funds shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, Retirement, A, and C Classes of the Funds. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, 0.50% of the average daily net assets of the Retirement Class and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

23

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, Retirement, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor and Retirement Classes and up to 0.375% of the average daily net assets of the Investor Class of the Funds.

Brokerage Commissions

Affiliated entities of an investment advisor to the Emerging Markets Fund received net commissions on purchases and sales of the Fund’s portfolio securities totaling $902 for the six months ended April 30, 2015.

Investment in Affiliated Funds

The Funds may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”) (collectively the “Select Funds”). Cash collateral received by the Funds in connection with securities lending may be invested in the Select Funds. The Funds and the Select Funds have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized management fee of 0.09% of the average daily net assets of the Select Funds. During the six months ended April 30, 2015, fees earned by the Manager from the Select Funds were as follows:

Fund	Direct Investments in Select Funds		Securities Lending Collateral Invested in Select Funds		Total
International Equity	$	4,374	$	15,442	$	19,816

Interfund Lending Program

Pursuant to an exemptive order by the Securities and Exchange Commission (the “SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Funds to borrow from other participating Funds. The Funds did not utilize the credit facility during the period.

Expense Reimbursement Plan

The Manager voluntarily and contractually agreed to reimburse the Funds to the extent that total annual operating expenses exceeded the Fund’s expense cap. For the six months ended April 30, 2015, the Manager reimbursed expenses as follows:

		Expense Caps
Fund	Class	11/1/14 to 2/28/15			3/1/15 to 4/30/15			Reimbursed or (Recovered) Expenses			Expiration of Reimbursements
Emerging Markets	Institutional		1.35	%		1.35	%	$	1,275		2018
Emerging Markets	Y		1.45	%		1.45	%		352		2018
Emerging Markets	Investor		1.79	%		1.79	%		(3,084	)	2018
Emerging Markets	A		1.79	%		N/A			5		2018
Emerging Markets	C		2.54	%		N/A			29		2018
International Equity	Institutional*		0.70	%*		0.69	%*		98,012		2018
International Equity	Retirement		N/A			N/A			(106	)	2018
International Equity	A		N/A			N/A			(200	)	2018
International Equity	C		N/A			N/A			(134	)	2018

* Voluntary Reimbursement

24

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Of these amounts, $17,124 was receivable from the Manager to the International Equity Fund and $50,067 was payable to the Manager from the Emerging Markets Fund at April 30, 2015. The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The carryover of excess expenses potentially reimbursable to the Manager are as follows:

Fund	Recovered Expenses		Excess Expense Carryover		Expiration of Reimbursed Expenses
Emerging Markets	$	3,084	$	25,749	2015
Emerging Markets		—		45,693	2016
International Equity		440		18,895	2015
International Equity		—		88,916	2016
International Equity		—		151,730	2017

The Manager recovered excess carryover expenses of $3,084 from the Investor Class expiring in 2015 from the Emerging Markets Fund and $106, $200, and $134 from the Retirement, A, and C Classes, respectively expiring in 2015 from the International Equity Fund for the period ended April 30, 2015.

Sales Commissions

The Funds’ distributor, Foreside Fund Services, LLC (“Foreside”), may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. For the six months ended April 30, 2015, Foreside collected $1031 and $3,283 for Emerging Markets and International Equity Funds, respectively, from the sale of Class A Shares.

A CDSC of 0.50% will be deducted with respect to Class A Shares on certain purchases of $1,000,000 or more that are redeemed in whole or part within 18 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended April 30, 2015, there were no CDSC fees collected for Class A Shares.

A CDSC of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2015, $795 in CDSC fees were collected for the International Equity Fund. There were no CDSC fees for the Emerging Markets Fund.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”), for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

25

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Securities for which the market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized, but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statements of Assets and Liabilities.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. If the Fund determines that developments between the close of a foreign market and the close of the Exchange will, in its judgment, materially affect the value of some or all of its portfolio securities, the Fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the Exchange. In deciding whether it is necessary to adjust closing 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. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Funds’ pricing time of 4:00 p.m. Eastern Standard Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. These securities are fair valued using a pricing service and are categorized as Level 2 in the fair value hierarchy. The pricing service, using methods approved by the Board, considers the correlation of the trading patterns of the foreign security to intraday trading in the U.S. markets, based on indices of domestic securities and other appropriate indicators such as prices of relevant ADRs and futures contracts.

Valuation Inputs

Various inputs may be used to determine the fair value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.

Level 3 - Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Valuation adjustments may be applied to certain securities that are solely traded on a foreign exchange to account for the market movement between the close of the foreign market and the close of the Exchange. These securities are valued using pricing service providers that consider the correlation of the trading patterns of the foreign security to the intraday trading in the U.S.

26

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

markets for investments. Securities using these valuation adjustments are categorized as Level 2 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

Over-the-counter (“OTC”) financial derivative instruments, such as foreign currency contracts, derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These contracts are normally valued on the basis of broker dealer quotations or pricing service providers. Depending on the product and the terms of the transaction, the fair value of the financial derivative contracts can be estimated by a pricing service provider using a series of techniques, including simulation pricing models. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, curves, dividends, and exchange rates. Financial derivatives that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

The Funds’ investments are summarized by level based on the inputs used to determine their values. As of April 30, 2015, the Funds’ investments were classified as described below (in thousands):

Emerging Markets*	Level 1			Level 2		Level 3		Total
Foreign Common Stocks	$	29,738		$	89,319	$	177	$	119,234
Foreign Preferred Stocks		5,698			280		—		5,978
Convertible Bonds		—			25		—		25
Domestic Common Stocks		434			—		—		434
Short-Term Investments - Money Market Funds		7,198			—		—		7,198
Total Investments in Securities	$	43,068		$	89,624	$	177	$	132,869
Financial Derivative Instruments - Assets	Level 1			Level 2		Level 3		Total
Futures Contracts	$	361		$	—	$	—	$	361
Financial Derivative Instruments - Liabilities	Level 1			Level 2		Level 3		Total
Forward Currency Contracts	$	(46	)	$	—	$	—	$	(46	)
International Equity*	Level 1			Level 2		Level 3		Total
Foreign Common Stocks	$	115,376		$	2,269,395	$	—	$	2,384,771
Foreign Preferred Stocks		—			14,844		—		14,844
Short-Term Investments - Money Market Funds		111,464			—		—		111,464
Securities Lending Collateral Invested In Money Market Funds		127,204			—		—		127,204
Total Investments in Securities	$	354,044		$	2,284,239	$	—	$	2,638,283
Financial Derivative Instruments - Assets	Level 1			Level 2		Level 3		Total
Forward Currency Contracts	$	3,239		$	—	$	—	$	3,239
Futures Contracts		1,771			—		—		1,771
Total Financial Derivative Instruments - Assets	$	5,010		$	—	$	—	$	5,010
Financial Derivative Instruments - Liabilities	Level 1			Level 2		Level 3		Total
Forward Currency Contracts	$	(248	)	$	—	$	—	$	(248	)
Futures Contracts		(1,450	)		—		—		(1,450	)
Total Financial Derivative Instruments - Liabilities	$	(1,698	)	$	—	$	—	$	(1,698	)

* Refer to the Schedule of Investments for country information.

27

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. During the year ended April 30, 2015, the Emerging Markets Fund transferred securities with a value of $225 from Level 1 to Level 2, $1,309,263 from Level 2 to Level 1, and $176,778 from Level 2 to Level 3 as of the end of period in accordance with fair value procedures established by the Board. The International Equity Fund transferred securities with a value of $2,284,239 from Level 1 to Level 2 during the same time period.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Currency Translation

All assets and liabilities initially expressed in foreign currency values are converted into U.S. dollar values at the mean of the bid and ask prices of such currencies against U.S. dollars as last quoted by a recognized dealer. Income, expenses, and purchases and sales of investments are translated into U.S. dollars at the rate of exchange prevailing on the respective dates of such transactions. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in fair values of securities held and is reported with all other foreign currency gains and losses in the Funds’ Statements of Operations.

Dividends to Shareholders

Dividends from net investment income of the Funds normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. This amount is reported with the net realized gain in the Fund’s Statements of Operations.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

28

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Redemption Fees

The Emerging Markets Fund imposes a 2% redemption fee of all classes and the International Equity Fund imposes a 2% redemption fee on the AMR class for shares held for less than 90 days. The fee is deducted from the redemption proceeds and is intended to offset the trading costs, market impact, and other costs associated with short-term trading activity in the Funds. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of the Funds pro-rata based on their respective net assets.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), and Non-Voting Depositary Receipts (“NVDRs”)

ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. GDRs are in bearer form and traded in both the U.S. and European securities markets. NVDRs represent financial interests in an issuer but the holder is not entitled to any voting rights. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund’s possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.

Chess Depository Instruments (“CDIs”)

CDIs are financial products in which a unit of beneficial ownership is the underlying financial interests of the issuer. The financial interests of the issuer can be foreign equities, debt or other securities through one or more nominee companies, known as depository nominees. These underlying financial interests are quoted on the Australian Stock Exchange (“ASX”) market. With the exception of voting arrangements and some corporate actions of foreign issuers domiciled in certain jurisdictions, the CDI holder has the same rights as holders of financial interests of the issuer that are legally registered in the holder’s name. All of the economic benefits

29

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

such as dividends, bonus issues, rights issues, interest payments, and maturity payments or similar corporate actions flow through to the CDI holder as if you were the legal owner of the corresponding financial product. The difference between holding CDIs and holding the foreign shares of the issuer is that the holder has beneficial ownership of the equivalent number of foreign shares of the issuer instead of legal title. Legal title to the foreign shares of the issuer is held by a nominee company on behalf of CDI holders.

Restricted Securities

The Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities may be sold privately, but are required to be registered or exempted from such registration before being sold to the public. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933. Reg S securities cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. Disposal of restricted securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted securities outstanding at the six months ended April 30, 2015 are disclosed in the Notes to the Schedules of Investments.

Real Estate Investment Trusts

The Funds may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Funds re-characterize distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Master Agreements

The Fund is a party to International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) with counterparties that govern transactions in over-the-counter derivative and foreign exchange contracts entered into by the Fund and those counterparties. The ISDA Master Agreements contain provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to terminate early could be material to the financial statements. Since different types of forward and OTC financial derivative transactions have different mechanics and are sometimes traded out of different legal entities of particular counterparty organization, each type of transaction may be covered by a different Master Agreement, resulting in the need for multiple agreements with a single counterparty. As the Master Agreements are specific to unique operations of different asset types, they allow a Fund to net its total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty.

Master Securities Forward Transaction Agreements (“Master Forward Agreements”) govern the considerations and factors surrounding the settlement of certain forward settling transactions, such as delayed delivery or sale-buyback financing transactions by and between a Fund and select counterparties. The Master Forward Agreements maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

30

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

5. Financial Derivative Instruments

Forward Foreign Currency Contracts

The Funds may enter into forward foreign currency contracts to hedge the exchange rate risk on investment transactions or to hedge the value of the Fund’s securities denominated in foreign currencies. Forward foreign currency contracts are valued at the forward exchange rate prevailing on the day of valuation. The Funds bear the market risk that arises from changes in foreign exchange rates, and accordingly, the unrealized gain (loss) on these contracts is reflected in the accompanying financial statements. The Funds also bear the credit risk if the counterparty fails to perform under the contract.

For the six months ended April 30, 2015, the Funds entered into foreign currency exchange contracts primarily for hedging.

The Funds’ foreign currency contract notional dollar values outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following tables illustrate the quarterly volume of foreign currency contracts. For the purpose of this disclosure, volume is measured by the amounts bought and sold in USD (in thousands).

	Average Forward Foreign Currency Notional Amount Outstanding at April 30, 2015
Fund	Purchased Contracts		Sold Contracts
Emerging Markets	$	32	$	777
International Equity		119,961		27,012

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Funds may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Funds are required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. A Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as Cash deposited with broker on the Statements of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized

31

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

For the six months ended April 30, 2015, the Funds entered into future contracts primarily for exposing cash to markets.

The Funds’ average futures contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the average quarterly volume of futures contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end.

Average Futures Contracts Outstanding
Fund	Year ended April 30, 2015
Emerging Markets		135
International Equity		1,050

The following is a summary of the Funds’ derivative financial instruments categorized by risk exposure (in thousands) ^(1) (2):

Fair Values of financial derivative instruments on the Statements of Assets and Liabilities not accounted for as hedging instruments as of April 30, 2015:

Assets	Derivative	Emerging Markets			International Equity
Unrealized appreciation of foreign currency contracts	Foreign Exchange Contract	$	—		$	3,239
Receivable for variation margin from open futures contracts	Equity Contract		—			1,738
		$	—		$	4,977
Liabilities	Derivative	Emerging Markets			International Equity
Unrealized depreciation of foreign currency contracts	Foreign Exchange Contract	$	(46	)	$	(248	)
Payable for variation margin from open futures contracts	Equity Contract		(108	)		(1,417	)
		$	(154	)	$	(1,665	)

The effect of financial derivative instruments not accounted for as hedging instruments on the Statements of Operations for the six months ended April 30, 2015:

Statements of Operations:	Derivative	Emerging Markets			International Equity
Net realized gain (loss) from foreign currency contracts	Foreign Exchange Contract	$	155		$	899
Net realized gain (loss) from futures contracts	Equity Contract		9			15,096
		$	164		$	15,995
Statements of Operations:	Derivative	Emerging Markets			International Equity
Change in net unrealized appreciation or (depreciation) of foreign currency contracts	Foreign Exchange Contract	$	(33	)	$	(5,794	)
Change in net unrealized appreciation or (depreciation) of futures contracts	Equity Contract		323			(344	)
		$	(290	)	$	(6,138	)

(1) See Note 3 in the Notes to Financial Statements for additional information.

(2) Includes cumulative appreciation or (depreciation) of futures contracts as reported in the Schedule of Investments footnotes. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

32

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

6. Principal Risks

In the normal course of business the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists. Security values fluctuate (market risk) and may decline due to factors affecting securities markets in general, particular industries represented in the securities markets or conditions specifically related to a particular company. Failure of the other party to a transaction to perform (credit and counterparty risk), for example by not making principal and interest payments when due, reduces the value of the issuer’s debt and could reduce the Fund’s income. Similar to credit risk, the Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which the Funds have unsettled or open transactions will fail to make required payments or otherwise comply with the terms of the instrument, transaction or contract. The potential loss could exceed the value of the financial assets recorded in the financial statements. Some of the Fund’s investments may be illiquid and the Fund may not be able to vary the portfolio investments in response to changes in economic and other conditions. If a Fund is required to liquidate all or a portion of its investments quickly, the Fund may realize significantly less than the value at which it previously recorded those investments.

Market Risks

The Fund’s investments in financial derivatives and other financial instruments expose the Fund to various risks such as, but not limited to, interest rate, foreign currency and equity risks.

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a fixed income’s market price to interest rate (i.e. yield) movements.

If a Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in financial derivatives that provide exposure to foreign currencies, they will be subject to the risk that those currencies will decline in value relative to the base currency of the Fund, or, in the case of hedging positions, that the Fund’s base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Fund’s investments in foreign currency denominated securities may reduce the returns of the Fund.

The fair values of equities, such as common stocks and preferred securities or equity related investments such as futures, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities.

Counterparty Credit Risk

A derivative contract may suffer a mark to market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

33

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

With exchange traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency) of the clearing broker or clearinghouse. Additionally, credit risk exists in exchange traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

Cash collateral that has been pledged to cover obligations of the Funds and cash collateral received from the counterparty, if any, is reported separately on the Statements of Assets and Liabilities as Deposits with brokers for futures contracts and Payable to brokers for futures contracts, respectively. Non-cash collateral pledged by the Funds, if any, is noted in the Schedules of Investments. Generally, the amount of collateral due from or to a party is determined at the close of business of the Funds and additional required collateral is delivered to/pledged by the Funds on the next business day. To the extent amounts due to the Funds from its counterparties are not fully collateralized, contractually or otherwise, the Funds bear the risk of loss from counterparty non-performance. The Funds’ investment advisors attempt to mitigate counterparty risk by only entering into agreements with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.

Offsetting Assets and Liabilities

The Funds are parties to enforceable master netting agreements between brokers and counterparties, such as International Swaps and Derivatives Association (“ISDA”) agreements which provide for the right to offset under certain circumstances. The Funds employ multiple investment advisors and counterparties and have elected not to offset qualifying financial and derivative instruments on the Statements of Assets and Liabilities, as such all financial and derivative instruments are presented on a gross basis. The impacts of netting arrangements that provide the right to offset are detailed below. The net amount represents the net receivable or payable that would be due from or to the counterparty in the event of default. Exposure from borrowings and other financing agreements can only be netted across transactions governed by the same Master Agreement with the same legal entity. All amounts reported below represent the balance as of the report date, April 30, 2015 (in thousands).

Emerging Markets Fund

Offsetting of Financial Liabilities and Derivative Liabilities as of April 30, 2015:

Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statements of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statements of Assets and Liabilities
Futures Contracts2	$	108	$	—	$	108
Foreign Currency Contracts		46		—		46
	$	154	$	—	$	154

34

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2015:

	Net amount Presented in the Statements of Assets and Liabilities			Gross Amounts Not Offset in the Statements of Assets and Liabilities
Counterparty				Financial Instruments		Cash Collateral Received		Net Amount
Bank of America, N.A.	$	(1	)	$	—	$	—	$	(1	)
Goldman Sachs Bank USA2		(130	)		—		—		(130	)
State Street Bank and Trust Co. HK		(1	)		—		—		(1	)
UBS AG		(22	)		—		—		(22	)
	$	(154	)	$	—	$	—	$	(154	)

International Equity Fund

Offsetting of Financial Assets and Derivative Assets as of April 30, 2015:

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statements of Assets and Liabilities		Net Amounts of Assets Presented in the Statements of Assets and Liabilities
Futures Contracts2	$	1,738	$	—	$	1,738
Foreign Currency Contracts		3,239		—		3,239
Securities Lending		121,080		—		121,080
	$	126,057	$	—	$	126,057

Offsetting of Financial Liabilities and Derivative Liabilities as of April 30, 2015:

Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statements of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statements of Assets and Liabilities
Futures Contracts2	$	1,417	$	—	$	1,417
Foreign Currency Contracts		248		—		248
	$	1,665	$	—	$	1,665

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2015:

	Net amount Presented in the Statements of Assets and Liabilities			Gross Amounts Not Offset in the Statements of Assets and Liabilities
Counterparty				Financial Instruments		Cash Collateral Received1			Net Amount
Barclays Bank PLC Wholesale	$	488		$	—	$	—		$	488
Barclays Capital		12,997			—		(12,997	)		—
CitiBank, N.A		1,645			—		—			1,645
Deutsche Bank Securities Inc.		805			—		(805	)		—
Deutsche Bank AG		(2	)		—		—			(2	)
Goldman Sachs Bank USA		534			—		—			534
Goldman Sachs & Co.2		69,532			—		(69,211	)		321
JPMorgan Clearing Corp		12,527			—		(12,527	)		—
JPMorgan Chase Bank NA		2			—		—			2
Morgan Stanley & Co. LLC		20,659			—		(20,659	)		—
Royal Bank of Scotland		250			—		—			250
Societe Generale PLC		(236	)		—		—			(236	)
UBS AG		5,191			—		(4,881	)		310
	$	124,392		$	—	$	(121,080	)	$	3,312

¹  Excess of collateral received from the individual counterparty is not shown for financial reporting purposes. Collateral with a value of $127,204 has been received in connection with securities lending transactions.

²  The securities represented herein are not subject to Master Netting Agreement. As such, this is disclosured for informational purposes only.

35

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

7. Federal Income and Excise Taxes

It is the policy of each Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treaded as a single entity for the purpose of determining such qualification.

The Funds do not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2014 remain subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The Funds may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on returns of income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation or depreciation, as applicable, as the income is earned or capital gains are recorded.

The tax character of distributions paid were as follows (in thousands):

	Emerging Markets				International Equity
	Six months ended April 30, 2015		Year Ended October 31, 2014		Six months ended April 30, 2015		Year Ended October 31, 2014
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	36	$	100	$	25,911	$	14,406
Y Class		5		22		14,300		7,149
Investor Class		21		43		8,329		4,093
Advisor Class		—		—		183		73
Retirement Class		—		—		23		7
A Class		2		2		202		79
C Class		—		—		56		15
AMR Class		415		1,154		12,918		8,617
Long-Term Capital Gain
Institutional Class		698		100		—		—
Y Class		131		22		—		—
Investor Class		576		43		—		—
Advisor Class		—		—		—		—
Retirement Class		—		—		—		—
A Class		74		2		—		—
C Class		15		—		—		—
AMR Class		7,427		1,154		—		—
Total distributions paid	$	9,400	$	1,321	$	61,922	$	34,439

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2015, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

36

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

	Emerging Markets			International Equity
Cost basis of investments for federal income tax purposes	$	143,331		$	2,263,933
Unrealized appreciation		12,819			464,315
Unrealized depreciation		(23,281	)		(89,965	)
Net unrealized appreciation or (depreciation)		(10,462	)		374,350
Undistributed ordinary income		40			10,197
Undistributed long-term gain or (loss)		(101	)		(3,280	)
Other temporary differences		362			1,982
Distributable earnings or (deficits)	$	(10,161	)	$	383,249

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gain or (loss) on certain derivative instruments, the realization for tax purposes of unrealized gain or (loss) on investments in passive foreign investment companies, and Section 732 basis adjustments.

Due to inherent differences in the recognition of income, expenses and realized gains or (losses) under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from foreign currency, gains/(losses) from sales of investments in passive foreign investment companies and Section 732 basis adjustments that have been reclassified as of April 30, 2015 (in thousands):

	Emerging Markets			International Equity
Paid-in-capital	$	—		$	62
Undistributed net investment income		105			(13,093	)
Accumulated net realized gain (loss)		(105	)		13,033
Unrealized appreciation or (depreciation) of investments, futures contracts and foreign currency		—			(2	)

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by the Funds in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Funds were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of April 30, 2015 the capital loss carryforward positions of the Funds prior to the provisions of RIC MOD that may be applied against realized net taxable gains in each succeeding year or until their expiration dates, whichever occurs first, are as follows (in thousands):

Fund	2017
International Equity	$	3,314

For the six months ended April 30, 2015, the International Equity Fund utilized $32,651 of pre-RIC MOD loss carryforwards (in thousands).

8. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2015 were (in thousands):

37

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

	Emerging Markets		International Equity
Purchases	$	23,922	$	385,810
Sales and maturities		23,788		312,152

A summary of the International Equity Fund’s transactions in the Select Funds for the six months ended April 30, 2015 is set forth below (in thousands):

Type of Transaction	Affiliated Fund		October 31, 2014 Shares/Fair Value		Purchases		Sales		April 30, 2015 Shares/Fair Value		Dividend Income
Direct		USG Select Fund	$	—	$	15,000	$	5,000	$	10,000	$	6
Securities Lending		USG Select Fund		12,187		460,747		347,342		126,222		N/A

9. Securities Lending

The International Equity Fund may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with collateral in an amount at least equal to the fair value of the securities loaned, initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Collateral is monitored and marked to market daily. Daily mark to market amounts are required to be paid to the borrower or received from the borrower by the end of the following business day. This one day settlement for mark to market amounts may result in the collateral being temporarily less than the value of the securities on loan or temporarily more than the required minimum collateral.

To the extent that a loan is collateralized by cash, such cash collateral shall be invested by the securities lending agent (the “Agent”) in money market mutual funds, and other short-term investments, provided the investments meet certain quality and diversification requirements. Securities purchased with cash collateral proceeds are listed in the Fund’s Schedule of Investments and the collateral is shown on the Statements of Assets and Liabilities as a payable.

Securities lending income is generated from the demand premium (if any) paid by the borrower to borrow a specific security and from the return on investment of cash collateral, reduced by negotiated rebate fees paid to the borrower and transaction costs. To the extent that a loan is secured by non-cash collateral, securities lending income is generated as a demand premium reduced by transaction costs. The Fund, the Agent, and the Manager retained 80%, 10% and 10%, respectively, of the income generated from securities lending.

While securities are on loan, the Fund continues to receive certain income associated with that security and any gain or loss in the market price that may occur during the term of the loan. In the case of domestic equities, the value of any dividend is received in the form of a substitute payment approximately equal to the dividend. In the case of foreign securities, a negotiated amount is received that is less than the actual dividend, but higher than the dividend amount minus the foreign tax that the Fund would be subject to on the dividend.

Securities lending transactions pose certain risks to the Fund, including that the borrower may not provide additional collateral when required or return the securities when due, that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower, that non-cash collateral may be subject to legal constraints in the event of a borrower bankruptcy, and that the cash collateral investments could become illiquid and unable to be used to return collateral to the borrower. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower and any action which impairs its ability to liquidate non-cash collateral to satisfy a borrower default.

38

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

At April 30, 2015, the value of outstanding securities on loan and the value of collateral was as follows (in thousands):

Fair Value of Securities on Loan		Non-Cash Collateral		Cash Collateral Posted by Borrower
$	121,080	$	—	$	127,204

Cash collateral is listed in the Funds’ Schedules of Investments and is shown on Statements of Assets and Liabilities. Income earned on these investments is included in Income derived from securities lending in the Statements of Operations.

Non-cash collateral received by the Funds may not be sold or re-pledged except to satisfy a borrower default. Therefore, non-cash collateral is not included on the Funds’ Schedules of Investments or Statements of Assets and Liabilities.

10. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

For the Six Months ended April 30, 2015

	Institutional Class						Y Class						Investor Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		41		$	439			33		$	363			101		$	1,085
Redemption Fees		—			1			—			—			—			—
Reinvestment of dividends		70			731			12			129			57			584
Shares redeemed		(46	)		(487	)		(61	)		(636	)		(201	)		(2,112	)
Net increase (decrease) in shares outstanding		65		$	684			(16	)	$	(144	)		(43	)	$	(443	)

	A Class						C Class						AMR Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		23		$	248			1		$	7			1,046		$	11,372
Redemption Fees		—			—			—			—			—			9
Reinvestment of dividends		7			73			1			12			739			7,842
Shares redeemed		(23	)		(242	)		(3	)		(32	)		(696	)		(7,679	)
Net increase (decrease) in shares outstanding		7		$	79			(1	)	$	(13	)		1,089		$	11,544

	Institutional Class						Y Class						Investor Class						Advisor Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		7,865		$	150,195			4,443		$	88,442			3,145		$	58,987			764		$	15,372
Redemption Fees		—			4			—			2			—			1			—			—
Reinvestment of dividends		1,147			21,401			699			13,514			448			8,294			9			183
Shares redeemed		(6,119	)		(118,771	)		(2,565	)		(50,988	)		(2,972	)		(56,721	)		(38	)		(734	)
Net increase in shares outstanding		2,893		$	52,829			2,577		$	50,970			621		$	10,561			735		$	14,821

	Retirement Class						A Class						C Class						AMR Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		11		$	223			179		$	3,409			31		$	571			1,487		$	28,390
Redemption Fees		—			—			—			—			—			—			—			2
Reinvestment of dividends		1			23			9			175			2			38			692			12,918
Shares redeemed		(4	)		(75	)		(121	)		(2,262	)		(32	)		(589	)		(1,792	)		(34,533	)
Net increase in shares outstanding		8		$	171			67		$	1,322			1		$	20			387		$	6,777

39

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

For the Year Ended October 31, 2014

	Institutional Class						Y Class						Investor Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		99		$	1,222			170		$	2,112			362		$	4,513
Redemption Fees		—			2			—			—			—			1
Reinvestment of dividends		9			100			2			21			4			42
Shares redeemed		(72	)		(855	)		(184	)		(2,131	)		(241	)		(2,915	)
Net increase (decrease) in shares outstanding		36		$	469			(12	)	$	2			125		$	1,641

	A Class						C Class						AMR Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		55		$	690			16		$	195			1,719		$	21,019
Redemption Fees		—			—			—			—			—			19
Reinvestment of dividends		—			1			—			—			99			1,153
Shares redeemed		(12	)		(144	)		(4	)		(47	)		(1,869	)		(22,654	)
Net increase (decrease) in shares outstanding		43		$	547			12		$	148			(51	)	$	(463	)

	Institutional Class						Y Class						Investor Class						Advisor Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		13,787		$	279,279			8,027		$	167,803			5,651		$	113,559			205		$	4,180
Redemption Fees		—			18			—			10			—			7			—			—
Reinvestment of dividends		627			12,437			204			4,201			207			4,066			4			73
Shares redeemed		(8,749	)		(177,074	)		(3,206	)		(66,954	)		(4,810	)		(96,602	)		(77	)		(1,562	)
Net increase in shares outstanding		5,665		$	114,660			5,025		$	105,060			1,048		$	21,030			132		$	2,691

	Retirement Class						A Class						C Class						AMR Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		36		$	777			285		$	5,687			103		$	2,040			3,134		$	63,781
Redemption Fees		—			—			—			—			—			—			—			9
Reinvestment of dividends		—			7			3			63			1			12			434			8,617
Shares redeemed		(13	)		(285	)		(52	)		(1,038	)		(6	)		(111	)		(4,414	)		(88,917	)
Net increase (decrease) in shares outstanding		23		$	499			236		$	4,712			98		$	1,941			(846	)	$	(16,510	)

40

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41

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30,			Year Ended October 31,
	2015			2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	12.38		$	12.15		$	11.33		$	12.67		$	14.55		$	11.95
Income from investment operations:
Net investment income (loss)		0.01			0.13			0.09			0.12			0.16			0.13
Net gains (losses) from investments (both realized and unrealized)		(0.21	)		0.23			0.86			0.11			(1.91	)		2.63
Total income (loss) from investment operations		(0.20	)		0.36			0.95			0.23			(1.75	)		2.76
Less distributions:
Dividends from net investment income		(0.04	)		(0.13	)		(0.13	)		(0.16	)		(0.13	)		(0.16	)
Distributions from net realized gains		(0.84	)		—			—			(1.41	)		—			—
Total distributions		(0.88	)		(0.13	)		(0.13	)		(1.57	)		(0.13	)		(0.16	)
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	11.30		$	12.38		$	12.15		$	11.33		$	12.67		$	14.55
Total return C		(1.17	)%D		3.05	%		8.39	%		3.05	%		(12.18	)%		23.36	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	10,400		$	10,597		$	9,962		$	8,256		$	8,523		$	9,023
Ratios to average net assets:
Expenses, before reimbursements or recoupments		1.38	%E		1.34	%		1.64	%		1.50	%		1.55	%		1.58	%
Expenses, net of reimbursements or recoupments		1.35	%E		1.34	%		1.35	%		1.33	%		1.24	%		1.39	%
Net investment income (loss), before reimbursements or recoupments		0.17	%E		1.05	%		0.58	%		0.87	%		0.99	%		0.58	%
Net investment income (loss), net of reimbursements or recoupments		0.20	%E		1.05	%		0.87	%		1.04	%		1.30	%		0.77	%
Portfolio turnover rate		20	%D		51	%		55	%		44	%		101	%		64	%

^A Brandes Investment Partners, LP was added as an investment manager to the Emerging Markets Fund on December 31, 2010.

^B Amounts represent less than $0.01 per share.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D Not annualized.

^E Annualized.

^F Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

42

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six Months Ended April 30,			Year Ended October 31,												March 1 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,
2015			2014			2013			2012			2011A			2010			2015			2014			2013			2012			2011A			2010
(unaudited)																		(unaudited)
$	12.44		$	12.22		$	11.41		$	12.75		$	14.53		$	12.29		$	12.16		$	11.93		$	11.13		$	12.44		$	14.29		$	11.77
	0.00			0.06			0.11			0.06			0.13			0.04			(0.02	)		0.08			0.04			0.08			0.13			0.04
	(0.21	)		0.28			0.83			0.16			(1.91	)		2.20			(0.20	)		0.23			0.84			0.12			(1.93	)		2.63
	(0.21	)		0.34			0.94			0.22			(1.78	)		2.24			(0.22	)		0.31			0.88			0.20			(1.80	)		2.67
	(0.03	)		(0.12	)		(0.13	)		(0.15	)		—			—			(0.03	)		(0.08	)		(0.08	)		(0.10	)		(0.05	)		(0.15	)
	(0.84	)		—			—			(1.41	)		—			—			(0.84	)		—			—			(1.41	)		—			—
	(0.87	)		(0.12	)		(0.13	)		(1.56	)		—			—			(0.87	)		(0.08	)		(0.08	)		(1.51	)		(0.05	)		(0.15	)
	0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
$	11.36		$	12.44		$	12.22		$	11.41		$	12.75		$	14.53		$	11.07		$	12.16		$	11.93		$	11.13		$	12.44		$	14.29
	(1.27	)%D		2.85	%		8.22	%		2.91	%		(12.25	)%		18.23	%D		(1.40	)%D		2.61	%		7.89	%		2.72	%		(12.65	)%		22.85	%
$	1,506		$	1,848		$	1,962		$	1,837		$	5,296		$	13		$	7,101		$	8,321		$	6,675		$	8,427		$	9,030		$	12,478
	1.49	%E		1.45	%		1.75	%		1.72	%		1.68	%		1.82	%E		1.70	%E		1.79	%		1.95	%		1.84	%		1.84	%		1.86	%
	1.45	%E		1.45	%		1.45	%		1.44	%		1.33	%		1.42	%E		1.79	%E		1.79	%		1.79	%		1.75	%		1.70	%		1.77	%
	0.05	%E		0.76	%		0.56	%		(0.05	)%		0.99	%		0.40	%E		(0.19	)%E		0.61	%		0.26	%		0.56	%		0.77	%		0.29	%
	0.09	%E		0.76	%		0.86	%		0.23	%		1.35	%		0.79	%E		(0.27	)%E		0.61	%		0.42	%		0.65	%		0.91	%		0.37	%
	20	%D		51	%		55	%		44	%		101	%		64	%F		20	%D		51	%		55	%		44	%		101	%		64	%

43

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class
	Six Months Ended April 30,			Year Ended October 31,												May 17 to Oct. 31,
	2015			2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	12.16		$	11.91		$	11.11		$	12.47		$	14.27		$	12.10
Income from investment operations:
Net investment income (loss)		(0.01	)		0.07			0.06			0.10			0.06			0.02
Net gains (losses) from investments (both realized and unrealized)		(0.21	)		0.24			0.82			0.09			(1.85	)		2.15
Total income (loss) from investment operations		(0.22	)		0.31			0.88			0.19			(1.79	)		2.17
Less distributions:
Dividends from net investment income		(0.02	)		(0.06	)		(0.08	)		(0.14	)		(0.01	)		—
Distributions from net realized gains		(0.84	)		—			—			(1.41	)		—			—
Total distributions		(0.86	)		(0.06	)		(0.08	)		(1.55	)		(0.01	)		—
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	11.08		$	12.16		$	11.91		$	11.11		$	12.47		$	14.27
Total return C		(1.41	)%D		2.65	%		7.94	%		2.64	%		(12.58	)%		17.93	%D
							��
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,024		$	1,035		$	491		$	685		$	433		$	2
Ratios to average net assets:
Expenses, before reimbursements		1.79	%E		1.73	%		2.19	%		2.01	%		2.97	%		2.26	%E
Expenses, net of reimbursements		1.79	%E		1.73	%		1.79	%		1.78	%		1.46	%		1.78	%E
Net investment income (loss), before reimbursements		(0.24	)%E		0.54	%		0.11	%		0.46	%		(0.10	)%		(0.10	)%E
Net investment income (loss), net of reimbursements		(0.24	)%E		0.54	%		0.52	%		0.69	%		1.41	%		0.39	%E
Portfolio turnover rate		20	%D		51	%		55	%		44	%		101	%		64	%F

^A Brandes Investment Partners, LP was added as an investment manager to the Emerging Markets Fund on December 31, 2010.

^B Amounts represent less than $0.01 per share.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D Not annualized.

^E Annualized.

^F Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

44

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30,			Year Ended October 31,												Sept. 1 to Oct. 31,
	2015			2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	12.04		$	11.83		$	11.05		$	12.38		$	14.26		$	12.89
Income from investment operations:
Net investment income (loss)		(0.06	)		0.00			(0.05	)		0.03			0.09			(0.02	)
Net gains (losses) from investments (both realized and unrealized)		(0.21	)		0.24			0.83			0.07			(1.97	)		1.39
Total income (loss) from investment operations		(0.27	)		0.24			0.78			0.10			(1.88	)		1.37
Less distributions:
Dividends from net investment income		—			(0.03	)		—			(0.02	)		—			—
Distributions from net realized gains		(0.84	)		—			—			(1.41	)		—			—
Total distributions		(0.84	)		(0.03	)		—			(1.43	)		—			—
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	10.93		$	12.04		$	11.83		$	11.05		$	12.38		$	14.26
Total return C		(1.80	)%D		2.00	%		7.06	%		1.83	%		(13.18	)%		10.63	%D
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	179		$	213		$	62		$	5		$	8		$	1
Ratios to average net assets:
Expenses, before reimbursements		2.57	%E		2.47	%		3.26	%		3.74	%		26.96	%		4.49	%E
Expenses, net of reimbursements		2.54	%E		2.47	%		2.54	%		2.52	%		2.41	%		2.54	%E
Net investment income (loss), before reimbursements		(1.04	)%E		0.00	%		(0.55	)%		(1.19	)%		(23.86	)%		(2.91	)%E
Net investment income (loss), net of reimbursements		(1.00	)%E		0.00	%		0.18	%		0.03	%		0.69	%		(0.96	)%E
Portfolio turnover rate		20	%D		51	%		55	%		44	%		101	%		64	%F

^A Brandes Investment Partners, LP was added as an investment manager to the Emerging Markets Fund on December 31, 2010.

^B  Amounts represent less than $0.01 per share.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D Not annualized.

^E  Annualized.

^F Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

45

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	AMR Class
	Six Months
	Ended
	April 30,			Year Ended October 31,
	2015			2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	12.49		$	12.25		$	11.44		$	12.74		$	14.62		$	12.02
Income from investment operations:
Net investment income (loss)		0.01			0.14			0.12			0.14			0.18			0.11
Net gains (losses) from investments (both realized and unrealized)		(0.20	)		0.23			0.83			0.12			(1.97	)		2.68
Total income (loss) from investment operations		(0.19	)		0.37			0.95			0.26			(1.79	)		2.79
Less distributions:
Dividends from net investment income		(0.05	)		(0.13	)		(0.14	)		(0.15	)		(0.09	)		(0.19	)
Distributions from net realized gains		(0.84	)		—			—			(1.41	)		—			—
Total distributions		(0.89	)		(0.13	)		(0.14	)		(1.56	)		(0.09	)		(0.19	)
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00
Net asset value, end of period	$	11.41		$	12.49		$	12.25		$	11.44		$	12.74		$	14.62
Total return C		(1.13	)%D		3.08	%		8.34	%		3.26	%		(12.30	)%		23.47	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	112,951		$	110,002		$	108,493		$	103,363		$	113,894		$	128,841
Ratios to average net assets:
Expenses, before reimbursements		1.12	%E		1.29	%		1.39	%		1.24	%		1.31	%		1.34	%
Expenses, net of reimbursements		1.12	%E		1.29	%		1.39	%		1.24	%		1.31	%		1.34	%
Net investment income (loss), before reimbursements		0.44	%E		1.11	%		0.90	%		1.15	%		1.29	%		0.79	%
Net investment income (loss), net of reimbursements		0.44	%E		1.11	%		0.90	%		1.15	%		1.29	%		0.79	%
Portfolio turnover rate		20	%D		51	%		55	%		44	%		101	%		64	%

^A Brandes Investment Partners, LP was added as an investment manager to the Emerging Markets Fund on December 31, 2010.

^B Amounts represent less than $0.01 per share.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D Not annualized.

^E Annualized.

^F Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

46

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47

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30,			Year Ended October 31,
	2015			2014			2013			2012A			2011			2010
	(unaudited)
Net asset value, beginning of period	$	19.51		$	20.07		$	16.05		$	15.27		$	16.67		$	15.51
Income from investment operations:
Net investment income		0.17			0.54			0.36			0.41			0.46			0.35
Net gains (losses) from investments (both realized and unrealized)		1.07			(0.77	)		4.07			0.92			(1.41	)		1.30
Total income (loss) from investment operations		1.24			(0.23	)		4.43			1.33			(0.95	)		1.65
Less distributions:
Dividends from net investment income		(0.52	)		(0.33	)		(0.41	)		(0.55	)		(0.45	)		(0.49	)
Distributions from net realized gains		—			—			—			—			—			—
Total distributions		(0.52	)		(0.33	)		(0.41	)		(0.55	)		(0.45	)		(0.49	)
Redemption fees added to beneficial interest		—			—			—			—			—			—
Net asset value, end of period	$	20.23		$	19.51		$	20.07		$	16.05		$	15.27		$	16.67
Total return B		6.60	%C		(1.18	)%		28.14	%		9.25	%		(5.89	)%		10.81	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,050,821		$	956,960		$	870,729		$	608,256		$	512,093		$	527,718
Ratios to average net assets:
Expenses, before reimbursements		0.71	%D		0.72	%		0.72	%		0.72	%		0.70	%		0.71	%
Expenses, net of reimbursements		0.69	%D		0.70	%		0.71	%		0.72	%		0.70	%		0.71	%
Net investment income (loss), before reimbursements		1.84	%D		2.74	%		2.16	%		2.85	%		2.90	%		2.21	%
Net investment income, net of reimbursements		1.86	%D		2.76	%		2.17	%		2.85	%		2.90	%		2.21	%
Portfolio turnover rate		14	%C		23	%		27	%		60	%		33	%		38	%

^A The Boston Company Asset Management, LLC was terminated as an investment advisor to the International Equity Fund on December 31, 2011.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized.

48

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,
2015			2014			2013			2012A			2011			2010			2015			2014			2013			2012A			2011			2010
(unaudited)																		(unaudited)
$	20.21		$	20.81		$	16.65		$	15.82		$	17.17		$	15.52		$	19.32		$	19.86		$	15.88		$	15.11		$	16.42		$	15.30
	0.16			0.50			0.62			0.41			0.49			0.04			0.14			0.46			0.25			0.38			0.44			0.29
	1.12			(0.77	)		3.97			0.95			(1.50	)		1.61			1.06			(0.76	)		4.09			0.87			(1.44	)		1.27
	1.28			(0.27	)		4.59			1.36			(1.01	)		1.65			1.20			(0.30	)		4.34			1.25			(1.00	)		1.56
	(0.53)			(0.33	)		(0.43	)		(0.53	)		(0.34	)		—			(0.46	)		(0.24	)		(0.36	)		(0.48	)		(0.31	)		(0.44	)
	—			—			—			—			—			—			—			—			—			—			—			—
	(0.53)			(0.33	)		(0.43	)		(0.53	)		(0.34	)		—			(0.46	)		(0.24	)		(0.36	)		(0.48	)		(0.31	)		(0.44	)
	—			—			—			—			—			—			—			—			—			—			—			—
	$20.96		$	20.21		$	20.81		$	16.65		$	15.82		$	17.17		$	20.06		$	19.32		$	19.86		$	15.88		$	15.11		$	16.42
	6.56%	C		(1.31	)%		28.04	%		9.15	%		(6.00	)%		10.63	%		6.40	%C		(1.54	)%		27.81	%		8.77	%		(6.21	)%		10.36	%
$	604,482		$	530,837		$	441,946		$	1,512		$	720		$	245		$	374,428		$	348,542		$	337,424		$	453,142		$	386,560		$	463,704
	0.77%	D		0.82	%		0.85	%		0.80	%		0.81	%		0.81	%		1.02	%D		1.05	%		1.04	%		1.09	%		1.07	%		1.07	%
	0.77%	D		0.82	%		0.85	%		0.80	%		0.81	%		0.81	%		1.02	%D		1.05	%		1.04	%		1.09	%		1.07	%		1.07	%
	1.77%	D		2.62	%		2.55	%		2.74	%		3.00	%		1.44	%		1.50	%D		2.36	%		1.67	%		2.50	%		2.55	%		1.83	%
	1.77%	D		2.62	%		2.55	%		2.74	%		3.00	%		1.44	%		1.50	%D		2.36	%		1.67	%		2.50	%		2.55	%		1.83	%
	14%	C		23	%		27	%		60	%		33	%		38	%		14	%C		23	%		27	%		60	%		33	%		38	%

49

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30,			Year Ended October 31,
	2015			2014			2013			2012A			2011			2010
	(unaudited)
Net asset value, beginning of period	$	19.76		$	20.36		$	16.36		$	15.52		$	16.74		$	15.20
Income from investment operations:
Net investment income (loss)		0.23			0.44			(0.41	)		0.09			0.07			0.89
Net gains (losses) from investments (both realized and unrealized)		0.98			(0.77	)		4.83			1.18			(1.12	)		0.65
Total income (loss) from investment operations		1.21			(0.33	)		4.42			1.27			(1.05	)		1.54
Less distributions:
Dividends from net investment income		(0.45	)		(0.27	)		(0.42	)		(0.43	)		(0.17	)		—
Distributions from net realized gains		—			—			—			—			—			—
Total distributions		(0.45	)		(0.27	)		(0.42	)		(0.43	)		(0.17	)		—
Redemption fees added to beneficial interest		—			—			—			—			—			—
Net asset value, end of period	$	20.52		$	19.76		$	20.36		$	16.36		$	15.52		$	16.74
Total return B		6.32	%C		(1.64	)%		27.51	%		8.59	%		(6.35	)%		10.13	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	23,062		$	7,677		$	5,232		$	1,397		$	1,015		$	746
Ratios to average net assets:
Expenses, before reimbursements or recoupments		1.16	%D		1.19	%		1.20	%		1.31	%		1.24	%		1.26	%
Expenses, net of reimbursements or recoupments		1.16	%D		1.19	%		1.20	%		1.31	%		1.24	%		1.26	%
Net investment income (loss), before reimbursements or recoupments		1.57	%D		2.21	%		1.39	%		2.18	%		2.52	%		1.64	%
Net investment income, net of reimbursements or recoupments		1.57	%D		2.21	%		1.39	%		2.18	%		2.52	%		1.64	%
Portfolio turnover rate		14	%C		23	%		27	%		60	%		33	%		38	%

^A The Boston Company Asset Management, LLC was terminated as an investment advisor to the International Equity Fund on December 31, 2011.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Not annualized.

^D Annualized.

^E Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

50

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

A Class																		C Class
Six Months Ended April 30,			Year Ended October 31,												May 17 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,												Sept. 1 to Oct. 31,
2015			2014			2013			2012A			2011			2010			2015			2014			2013			2012A			2011			2010
(unaudited)																		(unaudited)
$	19.32		$	19.92		$	16.02		$	15.33		$	16.40		$	14.14		$	18.83		$	19.47		$	15.70		$	15.21		$	16.39		$	14.82
	0.15			0.46			0.43			0.48			0.12			0.03			0.06			0.30			0.52			0.40			0.07			(0.01	)
	1.04			(0.78	)		3.89			0.76			(1.14	)		2.23			1.04			(0.75	)		3.59			0.71			(1.25	)		1.58
	1.19			(0.32	)		4.32			1.24			(1.02	)		2.26			1.10			(0.45	)		4.11			1.11			(1.18	)		1.57
	(0.45	)		(0.28	)		(0.42	)		(0.55	)		(0.05	)		—			(0.34	)		(0.19	)		(0.34	)		(0.62	)		—			—
	—			—			—			—			—			—			—			—			—			—			—			—
	(0.45	)		(0.28	)		(0.42	)		(0.55	)		(0.05	)		—			(0.34	)		(0.19	)		(0.34	)		(0.62	)		—			—
	—			—			—			—			—			—			—			—			—			—			—			—
$	20.06		$	19.32		$	19.92		$	16.02		$	15.33		$	16.40		$	19.59		$	18.83		$	19.47		$	15.70		$	15.21		$	16.39
	6.38	%C		(1.65	)%		27.51	%		8.62	%		(6.26	)%		15.98	%C		6.00	%C		(2.36	)%		26.56	%		7.89	%		(7.20	)%		10.59	%C
$	10,204		$	8,540		$	4,113		$	1,255		$	461		$	4		$	3,167		$	3,029		$	1,220		$	115		$	76		$	1
	1.07	%D		1.15	%		1.21	%		1.29	%		2.24	%		1.26	%D		1.82	%D		1.90	%		1.95	%		2.12	%		7.39	%		2.60	%D
	1.08	%D		1.15	%		1.25	%		1.26	%		1.22	%		1.25	%D		1.83	%D		1.90	%		1.99	%		1.98	%		1.95	%		1.99	%D
	1.50	%D		2.31	%		1.73	%		2.03	%		1.03	%		0.96	%D		0.69	%D		1.53	%		1.13	%		1.56	%		(4.32	)%		(0.81	)%D
	1.50	%D		2.31	%		1.69	%		2.07	%		2.05	%		0.98	%D		0.68	%D		1.53	%		1.09	%		1.70	%		1.11	%		(0.20	)%D
	14	%C		23	%		27	%		60	%		33	%		38	%E		14	%C		23	%		27	%		60	%		33	%		38	%E

51

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Retirement Class
	Six Months Ended April 30,			Year Ended October 31,
	2015			2014			2013			2012A			2011			2010
	(unaudited)
Net asset value, beginning of period	$	20.70		$	21.31		$	16.75		$	15.44		$	16.71		$	15.20
Income from investment operations:
Net investment income (loss)		0.11			0.30			0.19			(0.45	)		0.39			0.22
Net gains (losses) from investments (both realized and unrealized)		1.14			(0.71	)		4.37			1.76			(1.44	)		1.29
Total income (loss) from investment operations		1.25			(0.41	)		4.56			1.31			(1.05	)		1.51
Less distributions:
Dividends from net investment income		(0.39	)		(0.20	)		—			—			(0.22	)		—
Distributions from net realized gains		—			—			—			—			—			—
Total distributions		(0.39	)		(0.20	)		—			—			(0.22	)		—
Redemption fees added to beneficial interest		—			—			—			—			—			—
Net asset value, end of period	$	21.56		$	20.70		$	21.31		$	16.75		$	15.44		$	16.71
Total return B		6.19	%C		(1.93	)%		27.22	%		8.48	%		(6.37	)%		9.93	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,444		$	1,212		$	755		$	52		$	1		$	1
Ratios to average net assets:
Expenses, before reimbursements or recoupments		1.44	%D		1.46	%		1.46	%		6.40	%		3.43	%		1.66	%
Expenses, net of reimbursements or recoupments		1.46	%D		1.47	%		1.47	%		1.24	%		1.30	%		1.47	%
Net investment income (loss), before reimbursements or recoupments		1.14	%D		1.97	%		1.78	%		(3.06	)%		0.17	%		1.25	%
Net investment income, net of reimbursements or recoupments		1.12	%D		1.95	%		1.78	%		2.10	%		2.30	%		1.44	%
Portfolio turnover rate		14	%C		23	%		27	%		60	%		33	%		38	%

^A The Boston Company Asset Management, LLC was added as an investment advisor to the International Equity Fund on September 27, 2004.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized.

52

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	AMR Class
	Six Months Ended April 30,			Year Ended October 31,
	2015			2014			2013			2012A			2011			2010
	(unaudited)
Net asset value, beginning of period	$	19.58		$	20.12		$	16.08		$	15.31		$	16.78		$	15.61
Income from investment operations:
Net investment income		0.21			0.60			0.46			0.49			0.53			0.39
Net gains (losses) from investments (both realized and unrealized)		1.06			(0.77	)		4.04			0.87			(1.44	)		1.30
Total income (loss) from investment operations		1.27			(0.17	)		4.50			1.36			(0.91	)		1.69
Less distributions:
Dividends from net investment income		(0.58	)		(0.37	)		(0.46	)		(0.59	)		(0.56	)		(0.52	)
Distributions from net realized gains		—			—			—			—			—			—
Total distributions		(0.58	)		(0.37	)		(0.46	)		(0.59	)		(0.56	)		(0.52	)
Redemption fees added to beneficial interest		—			—			—			—			—			—
Net asset value, end of period	$	20.27		$	19.58		$	20.12		$	16.08		$	15.31		$	16.78
Total return B		6.73	%C		(0.88	)%		28.56	%		9.47	%		(5.62	)%		11.05	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	461,292		$	437,941		$	467,156		$	387,197		$	388,185		$	469,414
Ratios to average net assets:
Expenses, before reimbursements		0.41	%D		0.42	%		0.43	%		0.45	%		0.45	%		0.46	%
Expenses, net of reimbursements		0.41	%D		0.42	%		0.43	%		0.45	%		0.45	%		0.46	%
Net investment income (loss), before reimbursements		2.10	%D		2.99	%		2.47	%		3.16	%		3.15	%		2.45	%
Net investment income, net of reimbursements		2.10	%D		2.99	%		2.47	%		3.16	%		3.15	%		2.45	%
Portfolio turnover rate		14	%C		23	%		27	%		60	%		33	%		38	%

^A The Boston Company Asset Management, LLC was terminated as an investment advisor to the International Equity Fund on December 31, 2011.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Not annualized.

^D Annualized.

53

Results of Shareholder Meeting

(Unaudited)

Special meetings of shareholders of each of the portfolios of the American Beacon Funds (the “Trust”) were held on April 7 and April 28, 2015. The shareholders of the International Equity and Emerging Markets Funds (the “Funds”) approved a new investment management agreement between American Beacon Advisors, Inc. and the Funds. This proposal required a majority of shareholders of each Fund to achieve a quorum. The following are the results of the shareholder votes for this proposal:

Funds	For		Against		Abstain		Non-Voting
International Equity		1,428,080,922.51		3,293,065.83		8,377,501.20		432,294,039.33
Emerging Markets		108,631,932.67		54,951.31		5,522.70		5,078,142.87

Special meetings of shareholders of the Trust were held on April 7 and April 28, 2015. The shareholders of the Trust approved the re-election of nine of the current Trustees to the Board of the American Beacon Trust and to elect two additional Trustees to the Board. This proposal required a majority of the shareholders of the Trust to achieve a quorum. The following are the results of the election of each Trustee:

Gilbert G. Alvarado
Affirmative	17,498,277,594.15
Withhold	242,060,281.87
Joseph B. Armes
Affirmative	17,495,833,591.04
Withhold	244,504,284.98
Gerard J. Arpey
Affirmative	17,502,516,555.24
Withhold	237,821,320.78
W. Humphrey Bogart
Affirmative	17,374,854,476.19
Withhold	365,483,399.83
Brenda A. Cline
Affirmative	17,504,753,521.13
Withhold	235,584,354.89
Eugene J. Duffy
Affirmative	17,272,913,641.26
Withhold	467,424,234.76
Thomas M. Dunning
Affirmative	17,494,495,630.88
Withhold	245,842,245.14
Alan D. Feld
Affirmative	15,741,742,569.13
Withhold	1,998,595,306.89
Richard A. Massman
Affirmative	17,494,285,443.12
Withhold	246,052,432.90

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57

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your

shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com

By Telephone: Institutional, Y, Investor, and Advisor Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643

Availability of Quarterly Portfolio Schedules   In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of the Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately twenty days after the end of each month. Availability of Proxy Voting Policy and Records   A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling
1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services, LLC Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds, American Beacon Emerging Markets Fund, and American Beacon International Equity Fund are service marks of American Beacon Advisors, Inc.

SAR 4/15    

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overviews	2
Schedules of Investments:
Balanced Fund	9
Mid-Cap Value Fund	18
Small Cap Value II Fund	21
Financial Statements	22
Notes to the Financial Statements	26
Financial Highlights	46
Additional Information	Back Cover

BALANCED FUND The use of fixed-income securities entails interest rate and credit risks. Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. Investing in value stocks may limit downside risk over time; however, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. The use of futures contracts for cash management may subject the Fund to losing more money than invested. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met. MID-CAP VALUE FUND Investing in medium-capitalization stocks may involve greater volatility and lower liquidity than larger company stocks. Investing in value stocks may limit downside risk over time; however, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. The use of futures contracts for cash management may subject the Fund to losing more money than invested. The Fund may participate in a securities lending program. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met. SMALL CAP VALUE II FUND Investing in small-capitalization stocks may involve greater volatility and lower liquidity than larger company stocks. Investing in value stocks may limit downside risk over time; however, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. The use of futures contracts for cash management may subject the Fund to losing more money than invested. The Fund may participate in a securities lending program. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and each Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2015

Dear Shareholders,   After the U.S. stock market reached record highs at the end of 2014, its movement during the first few days of the new year reminded us of its volatile nature. Domestic stocks roiled throughout the first quarter of 2015, but ended the period relatively unchanged. However, the biggest surprises were the U.S. dollar’s sharp increase in value and falling energy prices.   Small- and mid-cap domestic stocks, which were less affected by the U.S. dollar’s strength and declining oil prices, outperformed large-cap domestic stocks during the same period.

For the six months ended April 30, 2015:

• American Beacon Balanced Fund (Investor Class) returned 3.78%. In comparison, the Russell 1000 Value Index, which represents large-cap value stocks, returned 2.89%; and the Barclays Capital U.S. Aggregate Bond Index, which represents investment-grade fixed-income securities, returned 2.06%.

• American Beacon Mid-Cap Value Fund (Investor Class) returned 5.65%. In comparison, the Russell Midcap Value Index, which measures the performance of domestic mid-cap value funds, returned 3.83%.

• American Beacon Small Cap Value II Fund (Investor Class) returned 5.23%. This Fund was terminated in May and is no longer available.

American Beacon Advisors identifies and partners with experienced asset managers from across all asset classes to help protect our shareholders’ portfolios over the long term. We are proud to offer a variety of funds that allow investors to take advantage of different asset classes.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon Balanced Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Investor Class of the Balanced Fund (the “Fund”) returned 3.78% for the six months ended April 30, 2015, outperforming the 60% Russell 1000^® Value Index/40% Barclays Capital Aggregate Index (“Balanced Composite”) return of 2.65% for the same period.

Total Returns for the Period ended 4/30/15

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		3.94	%		7.90	%		10.53	%		7.11	%
Y Class (1,2,8)		3.97	%		7.90	%		10.42	%		7.05	%
Investor Class (1,8)		3.78	%		7.58	%		10.15	%		6.79	%
Advisor Class (1,3,8)		3.69	%		7.39	%		9.98	%		6.56	%
A Class with sales charge (1,4,8)		(2.23	)%		1.32	%		8.73	%		6.10	%
A Class without sales charge (1,4,8)		3.72	%		7.49	%		10.02	%		6.72	%
C Class with sales charge (1,5,8)		2.43	%		5.73	%		9.24	%		6.34	%
C Class without sales charge (1,5,8)		3.43	%		6.73	%		9.24	%		6.34	%
AMR Class (1,8)		4.14	%		8.24	%		10.82	%		7.39	%
Balanced Composite Index (6)		2.65	%		7.47	%		9.87	%		6.72	%
Russell 1000 Value Index (7)		2.89	%		9.31	%		13.39	%		7.51	%
Barclays Capital Aggregate Index (7)		2.06	%		4.46	%		4.12	%		4.75	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/05 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Institutional Class are lower than those of the Y Class. Therefore, total returns shown may be lower than they would have been had the Y Class been in existence since 4/30/05. A portion of the fees charged to the Y Class of the Fund was waived in 2011 and partially recovered in 2013 and fully recovered in 2014. Performance prior to waiving fees was lower than the actual returns shown in 2011.

3. Fund performance for the ten-year period represents the returns achieved by the Investor Class from 4/30/05 up to 5/31/05, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the Advisor Class are higher than those of the Investor Class. Therefore, total returns shown may be higher than they would have been had the Advisor Class been in existence since 4/30/05. A portion of the fees charged to the Advisor Class of the Fund was waived in 2005. Performance prior to waiving fees was lower than actual returns shown for 2005.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to 5/17/10, the inception date of the A Class, and the returns of the A

Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result total returns shown may be higher than they would have been had the A Class been in existence since 4/30/05. A portion of the fees charged to the A Class of the Fund was waived in 2011 and 2012 and recovered in 2014. Performance prior to waiving fees was lower than the actual returns shown in 2011 and 2012. A Class has a maximum sales charge of 5.75%.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/05. A portion of the fees charged to the C Class of the Fund was waived from 2010 through 2012, partially recovered in 2013, and fully recovered in 2014. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2012. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

6. To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and equity securities, the returns of the Russell 1000 Value Index and the Barclays Capital Aggregate Index have been combined in a 60%/40% proportion.

7. The Russell 1000 Value Index is an unmanaged index of those stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. Russell 1000 Value Index and Russell 1000 Index are registered trademarks of Frank Russell Company. The Barclays Capital Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, A, C, and AMR Class shares was 0.59%, 0.68%, 0.93%, 1.08%, 0.97%, 1.73%, and 0.33%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

During the six-month period, the Fund’s assets on average were invested 63% in equities (including equitized cash) and 37% in fixed-income securities, ending the period with approximately the same allocation.

The equity portion of the Fund (excluding equitized cash) returned 5.10% for the period, outperforming the Russell 1000 Value Index (the “Index”) return of 2.89%. The Fund outperformed the Index as both stock selection and sector allocation added value relative to the Index.

The Fund’s Health Care sector contributed most to excess performance adding more than 60 basis points (0.60%). In the Health Care sector, Anthem (up 18.2%) was the largest contributor. The Fund’s smaller allocation, versus the Index, in

2

American Beacon Balanced Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

Johnson & Johnson (down 6.7%) also added relative value. The Fund’s Energy, Financials and Information Technology sectors added approximately 25 basis points (0.25%) each to performance. The Fund’s absence from Exxon Mobil and much lower allocation to Chevron, which were down 8.3% and 5.7%, respectively, in the Index, positively impacted performance in the Energy sector. In the Financials sector, The Blackstone Group (up 41.1%), Santander Consumer USA (up 33.1%) and JP Morgan Chase (up 6.1%) added to the Fund’s returns. Oracle (up 12.3%) and Activision Blizzard (up 17.1%) were the largest contributors in the Information Technology sector.

The Fund’s overweight in Consumer Discretionary, the best performing sector in the Index, added more than 50 basis points (0.50%) to performance through sector allocation. An underweight position in Utilities, one of the poorer performing sectors in the Index, also added relative value.

The fixed-income portion of the Fund returned 2.21% for the six-month period, outperforming the Barclays Capital Aggregate Index (the “Barclays Index”) return of 2.06%. The Fund’s fixed income excess performance relative to the Barclays Index was due to good security selection. The Fund’s exposure to U.S. Treasuries added relative value, as did good selection in Mortgage Backed Securities. From a duration perspective, the portfolio’s underweight to securities in the 1 to 3 and 3 to 5 year ranges, benefited performance.

The sub-advisors continue to focus on the disciplined selection of attractive securities that should allow the Fund to benefit long-term.

Top Ten Holdings (% Net Assets)

JPMorgan Chase & Co.		2.2
Citigroup, Inc.		2.0
Bank of America Corp.		1.7
Oracle Corp.		1.1
Wells Fargo & Co.		1.1
General Motors Co.		1.1
Toyota Motor Corp., Sponsored ADR		1.1
Verizon Communications, Inc.		1.0
Sanofi		1.0
Microsoft Corp.		1.0
Total Fund Holdings	544

Sector Allocation (% Equities)

Financials	26.9
Health Care	13.7
Consumer Discretionary	13.5
Energy	12.5
Information Technology	11.2
Industrials	8.4
Telecommunication Services	4.8
Consumer Staples	4.4
Utilities	2.8
Materials	1.6
Service	0.2

Sector Allocation (% Fixed Income)

U.S. Treasury Notes/Bonds	39.3
Mortgage-Backed Obligations	15.4
Finance	14.0
U.S. Treasury Floating Rate Note	7.1
Manufacturing	5.1
Commercial Mortgage Backed Obligations	4.3
Service	3.4
Asset-Backed Obligations	2.8
Telecommunications	2.4
Energy	2.3
Utilities	1.7
Municipal Obligations	0.8
Consumer	0.7
Transportation	0.6
Collateralized Mortgage Obligations	0.1

3

American Beacon Mid-Cap Value Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Investor Class of the Mid-Cap Value Fund (the “Fund”) returned 5.65% for the six months ended April 30, 2015. The Fund outperformed the Russell Midcap^® Value Index (the “Index”) return of 3.83% for the same period.

Total Returns for the Period ended 4/30/15

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,3,9)		5.75	%		9.15	%		14.09	%		9.59	%
Y Class (1,4,9)		5.80	%		9.15	%		14.02	%		9.55	%
Investor Class (1,2,9)		5.65	%		8.95	%		13.97	%		9.40	%
Advisor Class (1,5,9)		5.55	%		8.63	%		13.53	%		9.17	%
A Class with sales charge (1,6,9)		(0.42	)%		2.60	%		12.20	%		8.55	%
A Class without sales charge (1,6,9)		5.65	%		8.82	%		13.53	%		9.19	%
C Class with sales charge (1,7,9)		4.24	%		6.92	%		12.76	%		8.82	%
C Class without sales charge (1,7,9)		5.24	%		7.92	%		12.76	%		8.82	%
AMR Class (1,9)		5.87	%		9.50	%		14.33	%		9.77	%
Russell Midcap Value Index (8)		3.83	%		9.97	%		14.57	%		9.77	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the AMR Class of the Fund was waived through 2005. Performance prior to waiving fees was lower than the actual returns shown for periods through 2005.

2. Fund performance for the ten-year period represents the returns achieved by the AMR Class from 4/30/05 up to 2/28/06, the inception date of the Investor Class, and the returns of the Investor Class since its inception. Expenses of the Investor Class are higher than those of the AMR Class. As a result, total returns shown may be higher than they would have been had the Investor Class been in existence since 4/30/05. A portion of the fees charged to the Investor Class of the Fund was waived from 2006 through 2013 and fully recovered in 2014. Performance prior to waiving fees was lower than actual returns shown from 2006 through 2013.

3. Fund performance for the ten-year period represents the returns achieved by the AMR Class from 4/30/05 up to 11/30/05, the inception date of the Institutional Class, and the returns of the Institutional Class since its inception. Expenses of the Institutional Class are higher than those of the AMR Class. As a result, total returns shown may be higher than they would have been had the Institutional Class been in existence since 4/30/05. A portion of the fees charged to the Institutional Class of the Fund was waived from 2007 through 2013 and fully recovered in 2014. Performance prior to waiving fees was lower than the actual returns shown from 2007 through 2013.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the AMR Class from 4/30/05 up to 11/30/05, the inception date of the Institutional Class, and the total returns of the Institutional Class from 11/30/05 up to 3/1/10, the inception date of the Y Class and the returns of the Y Class since its inception. Expenses of the AMR and Institutional Classes are lower than those of the Y Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/05. A portion of the fees charged to the Y Class of the Fund was waived from 2010 through 2013 and fully recovered in 2014. Performance prior to waiving fees was lower than the actual returns from 2010 through 2013.

5. Fund performance for the ten-year period represents the returns achieved by the AMR Class from 4/30/05 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 6/29/07, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the AMR, Institutional, and Investor Classes are lower than those of the Advisor Class. As a result, total returns shown may be higher than they would have been had the Advisor Class been in existence since 4/30/05. A portion of the fees charged to the Advisor Class of the Fund was waived from 2007 through 2013 and fully recovered 2014. Performance prior to waiving fees was lower than the actual returns shown from 2007 through 2013.

6. Fund performance for the five-year and ten-year periods represent the returns achieved by the AMR Class from 4/30/05 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the AMR, Institutional, and Investor Classes are lower than those of the A Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/05. A portion of the fees charged to the A Class of the Fund was waived from 2010 through 2012 and fully recovered in 2013 and 2014. Performance prior to waiving fees was lower than the actual returns from 2010 through 2012. A Class has a maximum sales charge of 5.75%.

7. Fund performance for the five-year and since inception periods represent the returns achieved by the AMR Class from 4/30/05 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the AMR, Institutional, and Investor Classes are lower than those of the C Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/05. A portion of the fees charged to the C Class of the Fund was waived from 2010 through 2013 and fully recovered in 2014. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2013. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.

8. The Russell Midcap Value Index is an unmanaged index of those stocks in the Russell Midcap Index with lower price-to-book ratios and lower forecasted growth values. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index. Russell Midcap Value Index, Russell Midcap Index and Russell 1000 Index are registered trademarks of Frank Russell Company. One cannot directly invest in an index.

9. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, A, C, and AMR Class shares was 0.91%, 1.00%, 1.15%, 1.42%,

4

American Beacon Mid-Cap Value Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

1.29%, 2.08%, and 0.67%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund outperformed the Index primarily due to stock selection, and to a lesser extent, through sector allocation.

The Fund’s investments in the Information Technology, Consumer Discretionary and Energy sectors contributed most to performance. In the Information Technology sector, ON Semiconductor (up 39.5%), Total System Services (up 17.8%) and Microchip Technology (up 12.7%) added the most value relative to the Index. Delphi Automotive (up 21.1%), Hanesbrands (up 18.6%) and L. Brands (up 27.7%) were the largest contributors in the Consumer Discretionary sector. Baker Hughes (up 37.3%) added most to the Fund’s returns in the Energy sector. The Fund’s absence from Chesapeake Energy and Whiting Petroleum, which were down 28.1% and 38.1%, respectively, in the Index, also positively impacted performance. The aforementioned good performance was somewhat offset by poor stock selection in the Industrials sector. In the Industrials sector, SPX (down 17.6%), Golar LNG (down 35.3%) and Joy Global (down 18.4%) were the largest detractors.

The Fund’s underweight position in Utilities, one of the poorer performing sectors in the Index, contributed approximately 40 basis points (0.40%) to performance through sector allocation. An overweight in Consumer Discretionary, the second best performing sector in the Index, also added relative value. The Fund’s overweight in Energy, the worst performing sector in the Index, detracted from the Fund’s returns.

The sub-advisors’ philosophy of investing in undervalued companies that exhibit improving profitability and earnings growth potential should allow the Fund to benefit longer term.

Top Ten Holdings (% Net Assets)

Cigna Corp.		1.9
Owens Corning		1.9
Willis Group Holdings PLC		1.8
Stanley Black & Decker, Inc.		1.7
Murphy Oil Corp.		1.6
News Corp.		1.4
Edison International		1.3
Microchip Technology, Inc.		1.3
Parker Hannifin Corp.		1.3
FMC Corp.		1.3
Total Fund Holdings	145

Sector Allocation (% Equities)

Financials	28.3
Consumer Discretionary	16.6
Industrials	14.5
Information Technology	13.6
Health Care	8.2
Energy	5.4
Utilities	5.0
Consumer Staples	4.6
Materials	3.8

5

American Beacon Small Cap Value II Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Investor Class of the Small Cap Value II Fund (the “Fund”) returned 5.23% for the six months ended April 30, 2015, outperforming the Russell 2000^® Value Index (the “Index”) return of 2.05% for the same period.

Total Returns for the Period Ended 4/30/15

	6 Months*			1 Year			Since Incep. (11/15/11)
Investor Class (1,3)		5.23	%		6.79	%		15.07	%
Russell 2000 Value Index (2)		2.05	%		4.89	%		16.05	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Investor Class of the Fund has been waived since inception. Performance prior to waiving fees was lower than the actual returns shown for the periods since inception.

2. Russell 2000 Value Index and Russell 2000 Index are registered trademarks of Frank Russell Company. The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values. One cannot directly invest in an index.

3. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Investor Class shares was 2.29%. The expense ratio above may vary from the expense ratio presented in other sections of this report that is based on expenses incurred during the period covered by this report.

6

American Beacon Funds^SM

Fund Expenses

April 30, 2015 (Unaudited)

Fund Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees if applicable, and (2) ongoing costs, including management fees, administrative service fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in a particular Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2014 through April 30, 2015.

Actual Expenses

The following tables provide information about actual account values and actual expenses. You may use the information on this page, 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 “Expenses Paid During Period” for the applicable Fund to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The following tables provide information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in a particular Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional Classes that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by a Fund, such as sales charges (loads) or redemption fees as applicable. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the following tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

7

American Beacon Funds^SM

Fund Expenses

April 30, 2015 (Unaudited)

Balanced Fund

	Beginning Account Value 11/1/14		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Institutional Class
Actual	$	1,000.00	$	1,039.38	$	2.88
Hypothetical **	$	1,000.00	$	1,021.97	$	2.86
Y Class
Actual	$	1,000.00	$	1,039.72	$	3.29
Hypothetical **	$	1,000.00	$	1,021.57	$	3.26
Investor Class
Actual	$	1,000.00	$	1,037.79	$	4.70
Hypothetical **	$	1,000.00	$	1,020.18	$	4.66
Advisor Class
Actual	$	1,000.00	$	1,036.87	$	5.35
Hypothetical **	$	1,000.00	$	1,019.54	$	5.31
A Class
Actual	$	1,000.00	$	1,037.18	$	4.85
Hypothetical **	$	1,000.00	$	1,020.03	$	4.81
C Class
Actual	$	1,000.00	$	1,034.28	$	8.63
Hypothetical **	$	1,000.00	$	1,016.31	$	8.55
AMR Class
Actual	$	1,000.00	$	1,041.35	$	1.52
Hypothetical **	$	1,000.00	$	1,023.31	$	1.51

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.57%, 0.65%, 0.93%, 1.06%, 0.96%, 1.71%, and 0.30% for the Institutional, Y, Investor, Advisor, A, C, and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Mid-Cap Value Fund

		Beginning Account Value 11/1/14		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Institutional Class
Actual		$	1,000.00	$	1,057.51	$	4.29
Hypothetical **	��	$	1,000.00	$	1,020.63	$	4.21
Y Class
Actual		$	1,000.00	$	1,058.02	$	4.75
Hypothetical **		$	1,000.00	$	1,020.18	$	4.66
Investor Class
Actual		$	1,000.00	$	1,056.53	$	5.51
Hypothetical **		$	1,000.00	$	1,019.44	$	5.41
Advisor Class
Actual		$	1,000.00	$	1,055.50	$	6.88
Hypothetical **		$	1,000.00	$	1,018.10	$	6.76
A Class
Actual		$	1,000.00	$	1,056.54	$	6.32
Hypothetical **		$	1,000.00	$	1,018.65	$	6.21
C Class
Actual		$	1,000.00	$	1,052.35	$	10.23
Hypothetical **		$	1,000.00	$	1,014.83	$	10.04
AMR Class
Actual		$	1,000.00	$	1,058.72	$	2.96
Hypothetical **		$	1,000.00	$	1,021.92	$	2.91

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.84%, 0.93%, 1.08%, 1.35%, 1.24%, 2.01%, and 0.58% for the Institutional, Y, Investor, Advisor, A, C, and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Small Cap Value II Fund

	Beginning Account Value 11/1/14		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Investor Class
Actual	$	1,000.00	$	1,052.27	$	6.97
Hypothetical **	$	1,000.00	$	1,018.00	$	6.85

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 1.37% for the Investor Class multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

8

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 56.31%
CONSUMER DISCRETIONARY - 7.66%
Auto Components - 1.00%
Goodyear Tire & Rubber Co.B		93,000	$	2,638
Johnson Controls, Inc.		172,000		8,665
				11,303
Automobiles - 2.98%
Ford Motor Co.		355,300		5,614
General Motors Co.		358,279		12,561
Honda Motor Co., Ltd., Sponsored ADRA		100,700		3,376
Toyota Motor Corp., Sponsored ADRA		85,800		11,928
				33,479
Hotels, Restaurants & Leisure - 0.11%
Carnival Corp.		27,300		1,200
Household Durables - 0.30%
Koninklijke Philips Electronics NV B		38,200		1,093
Stanley Black & Decker, Inc.		23,000		2,270
				3,363
Media - 1.70%
Comcast Corp. Special Class A		28,700		1,653
DIRECTVB		44,100		4,000
Discovery Communications, Inc.B		68,600		2,220
Interpublic Group of Cos., Inc.		98,400		2,051
Omnicom Group, Inc.		13,800		1,045
Time Warner Cable, Inc.		28,100		4,370
Tribune Media Co., Class A		67,700		3,796
				19,135
Multiline Retail - 1.24%
Michael Kors Holdings Ltd.B		63,600		3,934
Nordstrom, Inc.		15,100		1,141
Target Corp.		113,300		8,932
				14,007
Specialty Retail - 0.33%
Bed Bath & Beyond, Inc.B		38,300		2,699
Lowe’s Cos., Inc.		15,000		1,033
				3,732
Total Consumer Discretionary				86,219
CONSUMER STAPLES - 2.47%
Beverages - 0.23%
Diageo PLC, Sponsored ADRA C		23,200		2,576
Food & Drug Retailing - 0.68%
Sysco Corp.		30,400		1,126
Wal-Mart Stores, Inc.		83,600		6,525
				7,651
Food Products - 0.27%
Bunge Ltd.		13,100		1,131
Kellogg Co.		24,500		1,553
Mondelez International, Inc., Class A		8,900		341
				3,025
Tobacco - 1.29%
Altria Group, Inc.		66,100		3,308
Imperial Tobacco Group PLC, ADRA C		47,000		4,570
Philip Morris International, Inc.		79,900		6,668
				14,546
Total Consumer Staples				27,798

	Shares		Fair Value
			(000’s)
ENERGY - 7.12%
Energy Equipment & Services - 1.31%
Cobalt International Energy, Inc.B		507,100	$	5,426
Halliburton Co.		133,700		6,544
Schlumberger Ltd.		29,000		2,744
				14,714
Oil & Gas - 5.81%
Apache Corp.		36,200		2,476
BP PLC, Sponsored ADRA C		217,809		9,401
Canadian Natural Resources Ltd.		137,100		4,559
Cimarex Energy Co.		28,200		3,508
ConocoPhillips		64,090		4,353
Continental Resources, Inc.B		55,500		2,921
Devon Energy Corp.		37,600		2,565
Hess Corp.		25,700		1,976
Kosmos Energy Ltd.B		141,100		1,380
Marathon Oil Corp.		178,900		5,564
Marathon Petroleum Corp.		39,850		3,928
Murphy Oil Corp.		75,000		3,571
Occidental Petroleum Corp.		84,000		6,728
Phillips 66		68,295		5,416
Royal Dutch Shell PLC, Class A, ADRA C		88,154		5,592
Seadrill Ltd.		110,000		1,440
				65,378
Total Energy				80,092
FINANCIALS - 14.94%
Banks - 1.43%
Bank of New York Mellon Corp.		26,200		1,109
Citizens Financial Group		154,900		4,035
PNC Financial Services Group, Inc.		91,125		8,359
SunTrust Banks, Inc.		63,200		2,623
				16,126
Diversified Financials - 9.64%
American Express Co.		52,800		4,089
Bank of America Corp.		1,194,380		19,026
Blackstone Group, LPD		81,000		3,318
Capital One Financial Corp.		96,000		7,762
Citigroup, Inc.		422,070		22,505
Goldman Sachs Group, Inc.		11,400		2,239
JPMorgan Chase & Co.		386,134		24,428
KKR & Co., LPD		238,400		5,366
Morgan Stanley		30,100		1,123
Santander Consumer USA Holdings, Inc.		161,900		3,997
SLM Corp.		196,400		2,001
State Street Corp.		8,600		663
Wells Fargo & Co.		219,498		12,094
				108,611
Insurance - 3.57%
Allstate Corp.		22,800		1,588
American International Group, Inc.		175,900		9,902
Berkshire Hathaway, Inc., Class BB		38,937		5,498
Chubb Corp.		21,500		2,115
Hartford Financial Services Group, Inc.		78,800		3,213
Lincoln National Corp.		60,700		3,429
MetLife, Inc.		177,800		9,119
Unum Group		96,900		3,310
XL Group PLCC		52,700		1,954
				40,128
Real Estate - 0.30%
Hatteras Financial Corp.E		118,500		2,140

See accompanying notes

9

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
Two Harbors Investment Corp.E		116,200	$	1,220
				3,360
Total Financials				168,225
HEALTH CARE - 7.79%
Biotechnology - 0.18%
Keryx Biopharmaceuticals, Inc.B		86,700		924
PTC Therapeutics, Inc.B		19,700		1,158
				2,082
Health Care Equipment & Supplies - 1.08%
Medtronic PLCC		149,928		11,162
Zimmer Holdings, Inc.		9,300		1,022
				12,184
Health Care Providers & Services - 1.61%
Aetna, Inc.		11,300		1,208
Anthem, Inc.		60,800		9,176
Express Scripts Holding Co.B		32,200		2,782
Humana, Inc.		12,600		2,087
UnitedHealth Group, Inc.		26,000		2,896
				18,149
Pharmaceuticals - 4.92%
AbbVie, Inc.		52,200		3,375
Eli Lilly & Co.		38,100		2,738
Endo International PLCB C		21,600		1,816
GlaxoSmithKline PLC, Sponsored ADRA C		116,200		5,363
Horizon Pharma PLCB C		68,300		1,921
Jazz Pharmaceuticals PLCB C		7,100		1,269
Johnson & Johnson		48,400		4,801
Merck & Co., Inc.		138,600		8,255
Mylan N.V.B		41,600		3,006
Pfizer, Inc.		319,954		10,856
Sanofi, ADRA		222,700		11,256
ZS Pharma, Inc.B		16,800		640
				55,296
Total Health Care				87,711
INDUSTRIALS - 4.75%
Aerospace & Defense - 1.28%
Boeing Co.		18,200		2,609
General Dynamics Corp.		35,600		4,888
Raytheon Co.		44,700		4,649
Rockwell Collins, Inc.		22,900		2,229
				14,375
Construction & Engineering - 0.25%
Chicago Bridge & Iron Co., N.V.		58,200		2,773
Diversified Manufacturing - 0.21%
Eaton Corp., PLCC		35,200		2,419
Electrical Equipment - 0.30%
Emerson Electric Co.		56,500		3,324
Industrial Conglomerates - 0.36%
Honeywell International, Inc.		40,200		4,057
Machinery - 2.35%
Caterpillar, Inc.		23,700		2,059
CNH Industrial N.V.		330,700		2,884
Cummins, Inc.		26,600		3,678
Joy Global, Inc.		69,000		2,942
Oshkosh Corp.		58,200		3,133
PACCAR, Inc.		31,600		2,065
Parker Hannifin Corp.		13,700		1,635

	Shares		Fair Value
			(000’s)
Reliance Steel & Aluminum Co.		64,700	$	4,188
Terex Corp.		71,088		1,952
Xylem, Inc.		53,700		1,988
				26,524
Total Industrials				53,472
INFORMATION TECHNOLOGY - 6.35%
Communications Equipment - 1.36%
ARRIS Group, Inc.B		72,620		2,445
Cisco Systems, Inc.		259,600		7,485
Corning, Inc.		257,900		5,398
				15,328
Computers & Peripherals - 0.64%
Hewlett-Packard Co.		104,200		3,436
International Business Machines Corp.		15,700		2,689
Teradata Corp.B		24,800		1,091
				7,216
Semiconductor Equipment & Products - 1.83%
Applied Materials, Inc.		130,900		2,591
Intel Corp.		86,100		2,803
Lam Research Corp.		34,000		2,570
Micron Technology, Inc.B		202,600		5,699
Qualcomm, Inc.		86,800		5,902
Texas Instruments, Inc.		19,100		1,035
				20,600
Software - 2.52%
Activision Blizzard, Inc.		28,500		650
Check Point Software Technologies Ltd.B		26,200		2,187
Microsoft Corp.		230,600		11,216
Navient Corp.		96,400		1,884
Oracle Corp.		283,700		12,374
				28,311
Total Information Technology				71,455
MATERIALS - 0.89%
Chemicals - 0.47%
Dow Chemical Co.		45,500		2,321
Eastman Chemical Co.		38,100		2,904
				5,225
Metals & Mining - 0.20%
Rio Tinto PLC, Sponsored ADRA C		51,200		2,293
Paper & Forest Products - 0.22%
Louisiana-Pacific Corp.B		160,700		2,449
Total Materials				9,967
TELECOMMUNICATION SERVICES - 2.72%
Diversified Telecommunication Services - 1.59%
AT&T, Inc.		112,477		3,896
Telefonaktiebolaget LM Ericsson, Sponsored ADRA		259,700		2,836
Verizon Communications, Inc.		221,808		11,188
				17,920
Wireless Telecommunication Services - 1.13%
China Mobile Ltd., Sponsored ADRA		96,500		6,893
Vodafone Group PLC, Sponsored ADRA C		164,845		5,803
				12,696
Total Telecommunication Services				30,616
UTILITIES - 1.62%
Electric - 1.62%
Calpine Corp.B		152,100		3,317

See accompanying notes

10

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
CenterPoint Energy, Inc.		148,400	$	3,112
Entergy Corp.		49,400		3,813
NRG Energy, Inc.		66,900		1,689
PPL Corp.		32,000		1,089
Public Service Enterprise Group, Inc.		103,000		4,278
Southern Co.		19,900		882
Total Utilities				18,180
Total Common Stock (Cost $498,191)				633,735
PREFERRED STOCK - 0.43%
FINANCIALS - 0.31%
Insurance - 0.16%
Allstate Corp., 1%, Due 1/15/2053		68,300		1,786
Real Estate - 0.15%
Public Storage, Inc., 5.75%, Due 12/31/2049		68,900		1,733
Total Financials				3,519
SERVICE - 0.12%
Comcast Corp., 5%, Due 12/15/2061		52,500		1,353
Total Preferred Stock (Cost $4,943)				4,872
	Par Amount
	(000’s)
CORPORATE OBLIGATIONS 11.00%
MANUFACTURING- 1.86%
ABB Finance USA, Inc.,
2.875%, Due 5/8/2022	$	175		177
Altera Corp.,
1.75%, Due 5/15/2017		165		166
2.50%, Due 11/15/2018		165		168
American Honda Finance Corp.,
3.875%, Due 9/21/2020F		250		269
Apple, Inc.,
2.40%, Due 5/3/2023		740		721
BAE Systems Holdings, Inc.,
3.80%, Due 10/7/2024F		650		679
BHP Billiton Finance USA Ltd.,
1.625%, Due 2/24/2017		285		288
Caterpillar Financial Services Corp.,
1.625%, Due 6/1/2017		480		486
Cooper US, Inc.,
3.875%, Due 12/15/2020		385		414
Cummins, Inc.,
3.65%, Due 10/1/2023		215		229
Daimler Finance North America LLC,
2.25%, Due 9/3/2019F G		350		354
Delphi Corp.,
4.15%, Due 3/15/2024		410		434
Dow Chemical Co.,
4.25%, Due 11/15/2020		370		404
4.125%, Due 11/15/2021		300		324
3.50%, Due 10/1/2024		400		406
Eaton Corp., PLC,
5.60%, Due 5/15/2018C		205		228
2.75%, Due 11/2/2022C		200		200
EMC Corp.,
1.875%, Due 6/1/2018		560		566

	Par Amount		Fair Value
	(000’s)		(000’s)
Ford Motor Credit Co. LLC,
4.25%, Due 2/3/2017G	$	300	$	315
0.899%, Due 3/27/2017G H		800		800
5.875%, Due 8/2/2021G		400		467
General Electric Co.,
5.25%, Due 12/6/2017		285		314
Hewlett-Packard Co.,
2.20%, Due 12/1/2015		325		328
4.05%, Due 9/15/2022		300		314
Ingersoll-Rand Luxembourg Finance S.A.,
2.625%, Due 5/1/2020		300		302
Intel Corp.,
3.30%, Due 10/1/2021		315		333
John Deere Capital Corp.,
1.05%, Due 10/11/2016		380		382
1.30%, Due 3/12/2018		465		465
Johnson Controls, Inc.,
5.00%, Due 3/30/2020		320		356
Koninklijke Philips Electronics N.V.,
5.75%, Due 3/11/2018		270		300
L-3 Communications Corp.,
3.95%, Due 5/28/2024		215		218
LYB International Finance BV,
4.00%, Due 7/15/2023		400		423
Microsoft Corp.,
3.75%, Due 2/12/2045		490		464
Monsanto Co.,
1.15%, Due 6/30/2017		645		648
4.40%, Due 7/15/2044		425		434
Nissan Motor Acceptance Corp.,
2.35%, Due 3/4/2019F		600		609
Northrop Grumman Corp.,
5.05%, Due 8/1/2019		150		167
3.85%, Due 4/15/2045		525		498
Nucor Corp.,
4.125%, Due 9/15/2022		205		221
4.00%, Due 8/1/2023		210		219
Oracle Corp.,
2.25%, Due 10/8/2019		425		432
3.25%, Due 5/15/2030		1,300		1,279
4.30%, Due 7/8/2034		425		442
PACCAR Financial Corp.,
1.15%, Due 8/16/2016		290		292
2.20%, Due 9/15/2019		245		248
Pentair Finance S.A.,
3.15%, Due 9/15/2022		265		262
Toyota Motor Credit Corp.,
2.05%, Due 1/12/2017		265		271
2.125%, Due 7/18/2019		400		405
Tyco Electronics Group S.A.,
6.55%, Due 10/1/2017		175		195
United Technologies Corp.,
1.80%, Due 6/1/2017		535		545
6.125%, Due 7/15/2038		450		587
Volkswagen Group of America Finance LLC,
2.45%, Due 11/20/2019F G		650		663
Xerox Corp.,
2.95%, Due 3/15/2017		150		154
Xilinx, Inc.,
2.125%, Due 3/15/2019		180		181
				21,046

See accompanying notes

11

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
FINANCE- 5.11%
AEGON Funding Co. LLC,
5.75%, Due 12/15/2020G	$	350	$	404
Aetna, Inc.,
4.75%, Due 3/15/2044		295		333
American Express Co.,
4.05%, Due 12/3/2042		390		376
American Express Credit Corp.,
1.30%, Due 7/29/2016		360		362
2.125%, Due 3/18/2019		485		489
American International Group, Inc.,
6.40%, Due 12/15/2020		243		292
4.875%, Due 6/1/2022		600		676
4.50%, Due 7/16/2044		280		290
Bank of America Corp.,
7.80%, Due 9/15/2016		700		758
2.60%, Due 1/15/2019		975		990
4.125%, Due 1/22/2024		1,500		1,585
4.00%, Due 4/1/2024		500		524
6.11%, Due 1/29/2037		365		430
5.00%, Due 1/21/2044		645		712
Bank of New York Mellon Corp.,
1.30%, Due 1/25/2018		640		639
2.20%, Due 3/4/2019		480		486
Barclays Bank PLC,
0.804%, Due 12/9/2016C H		895		897
3.75%, Due 5/15/2024C		1,200		1,247
Bear Stearns Cos., LLC,
7.25%, Due 2/1/2018G		945		1,084
BNP Paribas S.A.,
3.60%, Due 2/23/2016		320		327
Branch Banking & Trust Co.,
1.45%, Due 10/3/2016		540		544
Capital One Financial Corp.,
2.45%, Due 4/24/2019		360		363
Citigroup, Inc.,
0.805%, Due 3/10/2017H		310		310
0.967%, Due 4/27/2018H		875		874
8.50%, Due 5/22/2019		1,300		1,609
2.50%, Due 7/29/2019		1,155		1,166
5.875%, Due 1/30/2042		300		370
CNA Financial Corp.,
7.35%, Due 11/15/2019		385		461
Deutsche Bank AG/London,
0.868%, Due 2/13/2017H		1,545		1,549
ERP Operating LP,
3.00%, Due 4/15/2023I		205		204
Fifth Third Bancorp,
0.690%, Due 12/20/2016H		1,000		994
General Electric Capital Corp.,
5.625%, Due 5/1/2018		375		421
6.00%, Due 8/7/2019		350		409
5.50%, Due 1/8/2020		250		290
5.30%, Due 2/11/2021		205		237
3.10%, Due 1/9/2023		805		834
5.875%, Due 1/14/2038		240		312
Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		325		335
6.25%, Due 9/1/2017		650		718
5.95%, Due 1/18/2018		590		654
1.357%, Due 11/15/2018H		3,410		3,449
6.00%, Due 6/15/2020		175		203
5.75%, Due 1/24/2022		800		928

	Par Amount		Fair Value
	(000’s)		(000’s)
3.50%, Due 1/23/2025	$	245	$	245
Health Care REIT, Inc.,
4.125%, Due 4/1/2019 E		240		256
5.25%, Due 1/15/2022 E		285		318
Humana, Inc.,
3.15%, Due 12/1/2022		480		483
ING Bank N.V.,
5.125%, Due 5/1/2015F		450		450
3.75%, Due 3/7/2017F		1,400		1,462
JPMorgan Chase & Co.,
0.600%, Due 6/13/2016H		415		414
3.625%, Due 5/13/2024		1,200		1,235
3.875%, Due 9/10/2024		430		434
5.50%, Due 10/15/2040		650		769
KeyCorp,
5.10%, Due 3/24/2021		255		288
Liberty Mutual Group, Inc.,
4.25%, Due 6/15/2023F		310		328
Liberty Mutual Insurance Co.,
7.875%, Due 10/15/2026F		1,500		1,882
Macquarie Bank Ltd.,
0.907%, Due 10/27/2017F H		820		820
Macquarie Group Ltd.,
1.278%, Due 1/31/2017F H		1,060		1,065
MetLife, Inc.,
6.375%, Due 6/15/2034		350		464
4.721%, Due 12/15/2044		400		439
Morgan Stanley,
1.557%, Due 4/25/2018H		3,405		3,466
7.30%, Due 5/13/2019		750		891
5.625%, Due 9/23/2019		350		396
2.65%, Due 1/27/2020		735		743
4.35%, Due 9/8/2026		435		443
National Australia Bank Ltd.,
4.375%, Due 12/10/2020F		325		359
Nordea Bank AB,
4.875%, Due 1/27/2020F		300		338
PNC Funding Corp.,
3.30%, Due 3/8/2022		425		443
Prudential Financial, Inc.,
7.375%, Due 6/15/2019		300		361
4.60%, Due 5/15/2044		650		660
Simon Property Group LP,
2.20%, Due 2/1/2019E I		635		645
3.375%, Due 10/1/2024E I		650		667
SunTrust Banks, Inc.,
3.50%, Due 1/20/2017		420		436
Toronto Dominion Bank,
2.625%, Due 9/10/2018		585		604
Trinity Acquisition PLC,
4.625%, Due 8/15/2023C		205		215
UBS AG,
5.875%, Due 12/20/2017		611		677
UnitedHealth Group, Inc.,
1.625%, Due 3/15/2019		330		329
3.95%, Due 10/15/2042		215		213
US Bancorp,
1.95%, Due 11/15/2018		950		964
Ventas Realty LP,
5.70%, Due 9/30/2043I		175		204
Wachovia Corp.,
0.645%, Due 10/15/2016H		910		908
5.75%, Due 2/1/2018		695		775

See accompanying notes

12

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Wells Fargo & Co.,
2.15%, Due 1/15/2019	$	265	$	268
3.90%, Due 5/1/2045		650		630
Westpac Banking Corp.,
1.50%, Due 12/1/2017		495		497
				57,619
CONSUMER- 0.27%
Altria Group, Inc.,
4.75%, Due 5/5/2021		310		346
2.85%, Due 8/9/2022		350		348
Anheuser-Busch InBev Worldwide, Inc.,
8.00%, Due 11/15/2039		125		190
Diageo Capital PLC,
1.50%, Due 5/11/2017C		880		888
General Mills, Inc.,
2.20%, Due 10/21/2019		950		957
SABMiller Holdings, Inc.,
4.95%, Due 1/15/2042F		300		329
				3,058
SERVICE- 1.23%
AbbVie, Inc.,
1.75%, Due 11/6/2017		305		307
2.90%, Due 11/6/2022		220		217
Actavis Funding SCS,
1.85%, Due 3/1/2017		175		176
4.55%, Due 3/15/2035		150		151
Alibaba Group Holding Ltd.,
3.60%, Due 11/28/2024F		650		647
Baxter International, Inc.,
1.85%, Due 6/15/2018		355		357
Bayer US Finance LLC,
2.375%, Due 10/8/2019F G		300		304
Becton Dickinson and Co.,
3.25%, Due 11/12/2020		290		301
3.875%, Due 5/15/2024		310		322
Cardinal Health, Inc.,
3.20%, Due 3/15/2023		445		448
CBS Corp.,
3.375%, Due 3/1/2022		700		711
Celgene Corp.,
5.25%, Due 8/15/2043		185		209
Comcast Corp.,
5.875%, Due 2/15/2018		535		602
6.55%, Due 7/1/2039		450		599
DIRECTV Holdings LLC,
6.35%, Due 3/15/2040G		155		180
eBay, Inc.,
1.35%, Due 7/15/2017		350		349
Genzyme Corp.,
5.00%, Due 6/15/2020		275		315
GlaxoSmithKline Capital PLC,
1.50%, Due 5/8/2017C		725		733
Home Depot, Inc.,
2.70%, Due 4/1/2023		190		192
Lowe’s Companies, Inc.,
4.25%, Due 9/15/2044		215		227
MasterCard, Inc.,
3.375%, Due 4/1/2024		330		345
McKesson Corp.,
3.25%, Due 3/1/2016		160		163
1.292%, Due 3/10/2017		215		216
3.796%, Due 3/15/2024		400		418
Medtronic, Inc.,

	Par Amount		Fair Value
	(000’s)		(000’s)
3.50%, Due 3/15/2025F	$	650	$	673
4.375%, Due 3/15/2035F		240		254
Quest Diagnostics, Inc.,
4.75%, Due 1/30/2020		150		165
Sanofi,
1.25%, Due 4/10/2018		135		135
4.00%, Due 3/29/2021		355		389
Thomson Reuters Corp.,
4.70%, Due 10/15/2019		150		165
4.30%, Due 11/23/2023		300		321
3.85%, Due 9/29/2024		400		409
Time Warner, Inc.,
4.875%, Due 3/15/2020		460		515
4.75%, Due 3/29/2021		325		362
Viacom, Inc.,
4.50%, Due 2/27/2042		450		411
Walgreens Boots Alliance, Inc.,
2.70%, Due 11/18/2019		425		433
3.80%, Due 11/18/2024		300		308
Wal-Mart Stores, Inc.,
7.55%, Due 2/15/2030		350		516
Zimmer Holdings, Inc.,
3.55%, Due 4/1/2025		255		255
				13,800
UTILITIES- 0.62%
Consolidated Edison Co. of New York, Inc.,
5.50%, Due 12/1/2039		350		426
4.625%, Due 12/1/2054		150		162
Delmarva Power & Light Co.,
3.50%, Due 11/15/2023		290		306
Dominion Resources, Inc.,
4.70%, Due 12/1/2044		650		702
Duke Energy Corp.,
3.55%, Due 9/15/2021		620		657
Duke Energy Indiana, Inc.,
6.05%, Due 6/15/2016		330		349
Duke Energy Progress, Inc.,
4.15%, Due 12/1/2044		340		361
MidAmerican Energy Holdings Co.,
6.125%, Due 4/1/2036		500		640
National Rural Utilities Cooperative Finance Corp.,
5.45%, Due 4/10/2017		315		341
Pacific Gas & Electric Co.,
4.30%, Due 3/15/2045		650		683
Progress Energy, Inc.,
4.875%, Due 12/1/2019		350		390
Sierra Pacific Power Co.,
3.375%, Due 8/15/2023		205		214
Southern Co.,
2.15%, Due 9/1/2019		290		292
Southwestern Electric Power Co.,
3.55%, Due 2/15/2022		600		627
Union Electric Co.,
6.70%, Due 2/1/2019		260		306
Xcel Energy, Inc.,
5.613%, Due 4/1/2017		434		471
				��
				6,927
ENERGY- 0.79%
Apache Corp.,
5.10%, Due 9/1/2040		170		178
Buckeye Partners LP,

See accompanying notes

13

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
4.875%, Due 2/1/2021I	$	215	$	225
Canadian Natural Resources Ltd.,
3.45%, Due 11/15/2021		430		439
6.25%, Due 3/15/2038		365		436
ConocoPhillips,
6.65%, Due 7/15/2018		460		533
Devon Energy Corp.,
4.75%, Due 5/15/2042		300		312
Enable Midstream Partners LP,
3.90%, Due 5/15/2024F I		300		290
Energy Transfer Partners LP,
4.65%, Due 6/1/2021I		375		403
Enterprise Products Operating LLC,
6.125%, Due 10/15/2039G		450		535
EOG Resources, Inc.,
2.50%, Due 2/1/2016		325		329
Halliburton Co.,
3.25%, Due 11/15/2021		525		547
Husky Energy, Inc.,
3.95%, Due 4/15/2022		480		489
Marathon Petroleum Corp.,
3.625%, Due 9/15/2024		215		219
Phillips 66,
2.95%, Due 5/1/2017		300		310
4.30%, Due 4/1/2022		220		239
Plains All American Pipeline LP
4.70%, Due 6/15/2044I		180		181
Schlumberger Investment S.A.,
3.65%, Due 12/1/2023		645		682
Shell International Finance BV,
1.125%, Due 8/21/2017		725		728
Spectra Energy Partners LP,
4.60%, Due 6/15/2021I		175		192
Sunoco Logistics Partners Operations LP,
4.25%, Due 4/1/2024I		125		128
TransCanada PipeLines Ltd.,
3.75%, Due 10/16/2023		300		314
7.625%, Due 1/15/2039		375		530
6.10%, Due 6/1/2040		170		210
Williams Partners LP,
3.90%, Due 1/15/2025I		405		399
				8,848
TRANSPORTATION- 0.23%
Burlington Northern Santa Fe LLC,
7.95%, Due 8/15/2030G		235		343
5.75%, Due 5/1/2040G		420		517
5.15%, Due 9/1/2043G		200		232
Canadian National Railway Co.,
5.55%, Due 5/15/2018		350		392
CSX Corp.,
5.50%, Due 4/15/2041		325		394
Norfolk Southern Corp.,
5.75%, Due 4/1/2018		425		476
Union Pacific Corp.,
3.375%, Due 2/1/2035		195		185
				2,539
TELECOMMUNICATIONS- 0.89%
America Movil SAB de CV,
6.375%, Due 3/1/2035		350		431
AT&T, Inc.,
2.45%, Due 6/30/2020		260		260

	Par Amount		Fair Value
	(000’s)		(000’s)
3.40%, Due 5/15/2025	$	350	$	346
4.50%, Due 5/15/2035		390		382
4.35%, Due 6/15/2045		841		777
Deutsche Telekom International Finance BV,
4.875%, Due 3/6/2042F		300		330
Oi S.A.,
5.75%, Due 2/10/2022F		3,085		2,584
Orange S.A.,
2.125%, Due 9/16/2015		150		151
Rogers Communications, Inc.,
5.00%, Due 3/15/2044		455		490
Verizon Communications, Inc.,
4.60%, Due 4/1/2021		380		419
3.50%, Due 11/1/2024		200		202
6.40%, Due 9/15/2033		525		639
6.90%, Due 4/15/2038		475		611
6.55%, Due 9/15/2043		600		751
Vodafone Group PLC,
1.50%, Due 2/19/2018C		615		615
6.15%, Due 2/27/2037C		815		981
				9,969
Total Corporate Obligations (Cost $118,253)				123,806
FOREIGN GOVERNMENT OBLIGATIONS 0.05%
Oil & Gas - 0.05%
Petrobras Global Finance BV,
3.875%, Due 1/27/2016		200		200
Petroleos Mexicanos,
6.00%, Due 3/5/2020		325		369
Total Foreign Government Obligations (Cost $523)				569
ASSET-BACKED OBLIGATIONS - 1.04%
American Express Credit Account Master Trust,
1.26%, Due 1/15/2020, 2014 2 A		455		457
AmeriCredit Automobile Receivables Trust,
1.15%, Due 6/10/2019, 2014 3 A3		625		625
Capital Auto Receivables Asset Trust,
0.92%, Due 9/20/2016, 2013-2 A2		498		498
1.09%, Due 3/20/2018, 2013-4 A3		580		580
Capital One Multi-Asset Execution Trust,
1.48%, Due 7/15/2020, 2014 A5 A		905		911
Citibank Credit Card Issuance Trust,
1.11%, Due 7/23/2018, 2013 A3 A3		425		427
Ford Credit Auto Lease Trust,
0.90%, Due 6/15/2017, 2014 A A4		260		260
Ford Credit Auto Owner Trust,
2.03%, Due 8/15/2020, 2015 A B		825		830
Ford Credit Floorplan Master Owner Trust,
1.50%, Due 9/15/2018, 2013-5 A1		1,100		1,108
1.40%, Due 8/15/2019, 2014 4 A1		1,155		1,158
Hyundai Auto Receivables Trust,
0.79%, Due 7/16/2018, 2014 A A3		320		320
Mercedes Benz Auto Lease Trust,

See accompanying notes

14

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
0.76%, Due 7/15/2019, 2013 B A4	$	245	$	245
0.90%, Due 12/16/2019, 2014 A A4		820		820
National Credit Union Administration,
0.580%, Due 3/11/2020, 2011 R3 1AH		1,380		1,385
Nissan Master Owner Trust Receivables,
0.482%, Due 2/15/2018, 2013-A AH		1,500		1,501
Volkswagen Auto Lease Trust,
1.25%, Due 12/20/2017, 2015 A A3		525		527
Total Asset-Backed Obligations (Cost $11,618)				11,652
COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 1.56%
Banc of America Commercial Mortgage Trust,
5.317%, Due 9/10/2047, 2006-5 A2		24		24
5.634%, Due 4/10/2049, 2007-2 A2		36		36
Bear Stearns Commercial Mortgage Securities,
5.201%, Due 12/11/2038, 2006-PW14 A4		665		697
5.54%, Due 9/11/2041, 2006-PW13 A4		381		396
Ginnie Mae Trust REMIC,
2.174%, Due 7/16/2038, 2011-147 A		1,674		1,680
1.147%, Due 12/16/2038, 2013-139 A		1,850		1,831
1.45%, Due 4/16/2039, 2013-45 AB		1,780		1,766
1.624%, Due 7/16/2039, 2013-78 AB		1,859		1,836
2.586%, Due 9/16/2039, 2014-31 AB		969		985
1.367%, Due 11/16/2041, 2013 125 AB		1,891		1,869
2.543%, Due 9/16/2044, 2011-96 AC		19		19
3.20%, Due 11/16/2044, 2011-92 B		2,400		2,471
GS Mortgage Securities Corp II,
3.679%, Due 8/10/2043, 2010-C1 A1F		199		206
3.849%, Due 12/10/2043, 2010-C2 A1F		484		494
3.645%, Due 3/10/2044, 2011-GC3 A2F		314		318
JP Morgan Chase Commercial Mortgage Securities Corp.,
3.853%, Due 6/15/2043, 2010-C1 A1F		52		52
4.388%, Due 2/15/2046, 2011-C3 A3F		550		592
5.885%, Due 2/12/2049, 2007-CB19 A4		550		590
JPMBB Commercial Mortgage Securities Trust,
3.157%, Due 7/15/2045, 2013 C12 ASB		665		694
LB-UBS Commercial Mortgage Trust,
5.424%, Due 2/15/2040, 2007-C1 A4		483		511
Wachovia Bank Commercial Mortgage Trust,
5.898%, Due 6/15/2049, 2007-C32 A2		40		40
WF-RBS Commercial Mortgage Trust,
3.66%, Due 3/15/2047, 2014 C19 A3		455		484
Total Commercial Mortgage-Backed Obligations (Cost $17,341)				17,591
COLLATERALIZED MORTGAGE OBLIGATIONS - 0.03% (Cost $350)
Freddie Mac (REMIC),
0.582%, Due 12/15/2040, 3891 DFH		350		352

	Par Amount		Fair Value
	(000’s)		(000’s)
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 5.63%
Federal Home Loan Mortgage Corporation
4.50%, Due 3/1/2019	$	80	$	84
5.00%, Due 10/1/2020		36		39
3.50%, Due 9/1/2028		1,911		2,052
5.00%, Due 8/1/2033		218		246
5.50%, Due 2/1/2034		200		227
5.00%, Due 3/1/2034		161		181
6.00%, Due 6/1/2034		153		176
6.00%, Due 8/1/2034		123		142
5.00%, Due 8/1/2035		125		139
5.00%, Due 9/1/2035		87		97
5.50%, Due 4/1/2037		131		147
5.50%, Due 5/1/2038		66		75
4.00%, Due 1/1/2041		676		724
4.50%, Due 2/1/2041		536		585
3.50%, Due 3/1/2042		394		413
3.50%, Due 6/1/2042		1,941		2,034
3.50%, Due 7/1/2042		511		535
3.00%, Due 8/1/2042		818		832
3.50%, Due 2/1/2043		2,132		2,236
				10,964
Federal National Mortgage Association
6.00%, Due 4/1/2016		9		9
5.00%, Due 12/1/2017		57		60
4.50%, Due 9/1/2018		48		51
4.00%, Due 8/1/2020		81		85
3.50%, Due 1/1/2026		138		147
4.00%, Due 5/1/2026		707		761
4.00%, Due 6/1/2026		914		984
3.50%, Due 1/1/2028		224		239
3.00%, Due 7/1/2029		1,560		1,638
5.00%, Due 3/1/2034		241		269
4.50%, Due 4/1/2034		331		363
4.50%, Due 9/1/2034		106		116
5.50%, Due 12/1/2035		62		71
5.00%, Due 2/1/2036		94		104
5.50%, Due 4/1/2036		113		128
6.00%, Due 9/1/2036		83		95
5.50%, Due 2/1/2037		127		144
5.50%, Due 6/1/2038		40		46
4.50%, Due 1/1/2040		579		632
5.00%, Due 5/1/2040		1,814		2,032
5.00%, Due 6/1/2040		780		873
4.00%, Due 9/1/2040		486		521
4.00%, Due 1/1/2041		1,451		1,553
4.00%, Due 2/1/2041		1,374		1,480
5.00%, Due 3/1/2041		698		778
4.00%, Due 4/1/2041		721		786
4.50%, Due 4/1/2041		1,499		1,639
4.50%, Due 6/1/2041		880		959
4.50%, Due 8/1/2041		930		1,015
4.50%, Due 10/1/2041		578		637
5.00%, Due 3/1/2042		504		566
3.50%, Due 9/1/2042		706		741
3.50%, Due 1/1/2043		1,179		1,238
4.50%, Due 1/1/2043		1,634		1,790
3.00%, Due 5/1/2043		1,184		1,208
3.00%, Due 6/1/2043		2,724		2,777

See accompanying notes

15

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
3.50%, Due 7/1/2043	$	478	$	502
3.00%, Due 8/1/2043		2,297		2,342
3.50%, Due 8/1/2044		2,453		2,571
4.00%, Due 9/1/2044		1,066		1,154
3.50%, Due 5/13/2045		4,000		4,190
				37,294
Government National Mortgage Association
7.00%, Due 12/15/2025		91		108
6.50%, Due 8/15/2027		91		106
6.50%, Due 11/15/2027		93		109
7.50%, Due 12/15/2028		88		107
5.50%, Due 7/15/2033		197		226
6.00%, Due 12/15/2033		229		267
4.50%, Due 5/15/2039		1,050		1,159
5.50%, Due 2/15/2040		422		477
4.00%, Due 5/15/2040		416		450
4.50%, Due 6/15/2040		449		499
3.50%, Due 9/15/2041		1,177		1,242
3.50%, Due 3/15/2043		657		696
5.50%, Due 2/20/2034		288		328
4.50%, Due 10/20/2040		701		774
4.00%, Due 1/20/2045		1,494		1,611
4.00%, Due 2/20/2045		2,193		2,353
3.50%, Due 3/20/2045		2,281		2,428
5.00%, Due 10/15/2039		371		424
3.50%, Due 5/20/2045		1,660		1,751
				15,115
Total U.S. Agency Mortgage-Backed Obligations (Cost $61,703)				63,373
U.S. TREASURY OBLIGATIONS - 16.88%
U.S. Treasury Floating Rate Note
0.109%, Due 1/31/2017		29,000		29,007
U.S. Treasury Notes/Bonds
1.50%, Due 6/30/2016		3,000		3,040
3.125%, Due 10/31/2016		3,000		3,119
0.875%, Due 1/31/2017		20,150		20,271
0.75%, Due 12/31/2017		2,800		2,794
1.375%, Due 9/30/2018		3,550		3,586
1.125%, Due 5/31/2019		5,000		4,973
1.25%, Due 2/29/2020		5,300		5,255
1.75%, Due 10/31/2020		5,200		5,249
2.00%, Due 11/15/2021		11,810		11,992
2.00%, Due 2/15/2022		14,015		14,219
1.625%, Due 11/15/2022		5,000		4,920
2.50%, Due 8/15/2023		5,600		5,846
2.375%, Due 8/15/2024		6,590		6,788
6.875%, Due 8/15/2025		580		840
5.25%, Due 11/15/2028		450		605
4.75%, Due 2/15/2037		630		861
4.50%, Due 8/15/2039		730		968
3.125%, Due 11/15/2041		6,445		6,944
2.875%, Due 5/15/2043		35,765		36,645
2.50%, Due 2/15/2045		23,235		22,073
				160,988
Total U.S. Treasury Obligations (Cost $186,711)				189,995
MUNICIPAL OBLIGATIONS - 0.30% (Cost $2,728)
Municipal Electric Authority of Georgia,

	Par Amount		Fair Value
	(000’s)		(000’s)
6.655%, Due 4/1/2057,	$	2,630	$	3,337
	Shares
SHORT-TERM INVESTMENTS - 6.69%
American Beacon U.S. Government Money Market Select Fund, Select ClassJ		5,000,000		5,000
JPMorgan U.S. Government Money Market Fund, Capital Class		70,306,713		70,307
Total Short-Term Investments (Cost $75,307)				75,307
TOTAL INVESTMENTS - 99.92% (Cost $977,668)				1,124,589
OTHER ASSETS, NET OF LIABILITIES - 0.08%				914
TOTAL NET ASSETS - 100.00%			$	1,125,503

^A  ADR - American Depositary Receipt.

^B  Non-income producing security.

^C  PLC - Public Limited Company.

^D  MLP - Master Limited Partnership.

^E  REIT - Real Estate Investment Trust.

^F  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $16,351 or 1.45% of net assets. The Fund has no right to demand registration of these securities.

^G  LLC - Limited Liability Company.

^H  The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^I  LP - Limited Partnership.

^J  The Fund is affiliated by having the same investment advisor.

See accompanying notes

16

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

Futures Contracts Open on April 30, 2015:

Description	Type	Number of Contracts	Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
S&P 500 Mini E Index June Futures	Long	566	June 2015	$	58,832,870	$	212,784
				$	58,832,870	$	212,784

See accompanying notes

17

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 93.12%
CONSUMER DISCRETIONARY - 15.43%
Auto Components - 3.56%
BorgWarner, Inc.		55,139	$	3,264
Dana Holding Corp.		374,700		8,082
Delphi Automotive PLCA		100,200		8,317
LKQ Corp.B		97,837		2,648
TRW Automotive Holdings Corp.B		48,075		5,051
				27,362
Automobiles - 0.36%
Harley-Davidson, Inc.		48,621		2,733
Hotels, Restaurants & Leisure - 1.53%
Royal Caribbean Cruises Ltd.		106,700		7,262
SeaWorld Entertainment, Inc.		212,700		4,509
				11,771
Household Durables - 1.73%
Stanley Black & Decker, Inc.		134,750		13,300
Leisure Equipment & Products - 0.36%
Hasbro, Inc.		39,539		2,799
Media - 3.97%
Interpublic Group of Cos., Inc.		450,901		9,398
Meredith Corp.		58,000		3,018
News Corp., Class AB		588,625		9,289
News Corp., Class BB		76,075		1,184
Omnicom Group, Inc.		100,269		7,596
				30,485
Multiline Retail - 0.29%
Dollar General Corp.		30,668		2,230
Specialty Retail - 3.63%
American Eagle Outfitters, Inc.		139,213		2,215
Cabela’s, Inc.B		48,638		2,565
Hanesbrands, Inc.		274,000		8,516
L Brands, Inc.		94,400		8,436
Sally Beauty Holdings, Inc.B		33,300		1,039
Staples, Inc.		311,100		5,077
				27,848
Total Consumer Discretionary				118,528
CONSUMER STAPLES - 4.32%
Beverages - 0.75%
Coca-Cola Enterprises, Inc.		62,988		2,797
Molson Coors Brewing Co., Class B		40,319		2,964
				5,761
Food & Drug Retailing - 0.57%
Kroger Co.		26,380		1,818
Sysco Corp.		69,172		2,561
				4,379
Food Products - 1.24%
Darling Ingredients, Inc.B		220,706		3,015
Ingredion, Inc.		34,483		2,738
JM Smucker Co.		32,672		3,787
				9,540
Tobacco - 1.76%
Lorillard, Inc.		112,500		7,860
Reynolds American, Inc.		77,100		5,651
				13,511
Total Consumer Staples				33,191

	Shares		Fair Value
			(000’s)
ENERGY - 5.02%
Energy Equipment & Services - 1.77%
Baker Hughes, Inc.		104,950	$	7,184
Superior Energy Services, Inc.		251,550		6,415
				13,599
Gas - Pipelines - 0.24%
Spectra Energy Corp.		50,184		1,869
Oil & Gas - 3.01%
EQT Corp.		31,862		2,866
Murphy Oil Corp.		264,475		12,593
Newfield Exploration Co.B		48,942		1,920
Oasis Petroleum, Inc.B		94,397		1,693
Pioneer Natural Resources Co.		15,200		2,626
Seadrill Ltd.C		103,900		1,360
				23,058
Total Energy				38,526
FINANCIALS - 26.44%
Banks - 8.16%
Blackstone Mortgage Trust, Inc., Class AD		110,914		3,408
Comerica, Inc.		111,925		5,306
Fifth Third Bancorp		463,372		9,267
First Niagara Financial Group, Inc.		436,600		3,971
Hancock Holding Co.		66,736		1,943
Investors Bancorp, Inc.		249,143		2,950
KeyCorp		374,875		5,417
New York Community Bancorp, Inc.		347,400		5,972
People’s United Financial, Inc.		398,100		6,015
Regions Financial Corp.		815,650		8,018
SunTrust Banks, Inc.		74,615		3,097
TCF Financial Corp.		166,824		2,612
Webster Financial Corp.		34,825		1,248
Zions Bancorporation		120,049		3,402
				62,626
Diversified Financials - 4.52%
Ameriprise Financial, Inc.		72,714		9,110
Capital One Financial Corp.		34,400		2,781
Discover Financial Services		119,900		6,951
E*Trade Financial Corp.B		97,611		2,810
Invesco Ltd.		101,500		4,204
SLM Corp.		501,800		5,113
Synovus Financial Corp.		136,325		3,771
				34,740
Insurance - 9.86%
Allstate Corp.		30,280		2,109
Assurant, Inc.		90,100		5,538
Axis Capital Holdings Ltd.		153,150		7,973
Genworth Financial, Inc., Class AB		352,100		3,095
Hanover Insurance Group, Inc.		45,240		3,102
Hartford Financial Services Group, Inc.		85,580		3,489
Primerica, Inc.		99,700		4,608
Progressive Corp.		281,650		7,509
Reinsurance Group of America, Inc.		24,920		2,283
Torchmark Corp.		138,905		7,794
Unum Group		99,688		3,405
Validus Holdings Ltd.		121,243		5,072
Voya Financial, Inc.		146,375		6,198
Willis Group Holdings PLCA		277,217		13,481
				75,656

See accompanying notes

18

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
Real Estate - 3.90%
Alexandria Real Estate Equities, Inc.D		44,059	$	4,070
American Campus Communities, Inc.D		83,568		3,354
Brixmor Property Group, Inc.D		125,711		2,948
Corporate Office Properties TrustD		91,500		2,415
Host Hotels & Resorts LPD E		477,292		9,613
Lamar Advertising Co., Class AD		129,950		7,532
				29,932
Total Financials				202,954
HEALTH CARE - 7.61%
Biotechnology - 0.27%
Charles River Laboratories International, Inc.B		30,410		2,103
Health Care Equipment & Supplies - 2.04%
Dentsply International, Inc.		43,195		2,203
Patterson Cos., Inc.		53,572		2,515
St. Jude Medical, Inc.		114,200		8,000
The Cooper Companies, Inc.		16,761		2,985
				15,703
Health Care Providers & Services - 5.30%
AmerisourceBergen Corp.		17,375		1,986
Cardinal Health, Inc.		85,000		7,169
Cigna Corp.		118,550		14,776
Omnicare, Inc.		102,600		9,027
Quest Diagnostics, Inc.		35,928		2,566
WellCare Health Plans, Inc.B		65,600		5,079
				40,603
Total Health Care				58,409
INDUSTRIALS - 13.50%
Aerospace & Defense - 1.16%
AerCap Holdings N.V.B		73,719		3,441
Spirit Aerosystems Holdings, Inc., Class AB		107,200		5,456
				8,897
Building Products - 2.07%
Masco Corp.		60,175		1,594
Owens Corning		370,245		14,314
				15,908
Commercial Services & Supplies - 0.79%
Clean Harbors, Inc.B		48,231		2,665
KAR Auction Services, Inc.		90,579		3,370
				6,035
Construction & Engineering - 1.28%
AECOM Technology Corp.B		231,664		7,312
Fluor Corp.		41,442		2,492
				9,804
Diversified Manufacturing - 0.49%
Eaton Corp., PLCA		55,300		3,801
Electrical Equipment - 0.87%
Brady Corp., Class A		135,400		3,606
Regal-Beloit Corp.		39,564		3,094
				6,700
Industrial Conglomerates - 1.26%
KBR, Inc.		554,625		9,689
Machinery - 5.17%
CNH Industrial N.V.C		441,700		3,852
Dover Corp.		37,331		2,827
Joy Global, Inc.		158,900		6,775

	Shares		Fair Value
			(000’s)
Parker Hannifin Corp.		84,863	$	10,128
Pentair PLCA		15,782		981
SPX Corp.		83,000		6,391
Terex Corp.		189,950		5,216
Xylem, Inc.		95,961		3,552
				39,722
Marine - 0.41%
Golar LNG Ltd.		86,600		3,117
Total Industrials				103,673
INFORMATION TECHNOLOGY - 12.64%
Communications Equipment - 0.32%
Juniper Networks, Inc.		92,216		2,437
Electronic Equipment & Instruments - 3.76%
Arrow Electronics, Inc.		82,200		4,908
Avnet, Inc.		223,100		9,512
Diebold, Inc.		71,572		2,489
Flextronics International Ltd.B		614,575		7,083
Ingram Micro, Inc., Class AB		195,675		4,923
				28,915
Internet Software & Services - 0.92%
Equinix, Inc.D		16,201		4,146
InterActiveCorp		41,992		2,932
				7,078
IT Consulting & Services - 1.50%
Fidelity National Information Services, Inc.		52,136		3,258
Total System Services, Inc.		208,100		8,232
				11,490
Semiconductor Equipment & Products - 2.42%
Microchip Technology, Inc.C		213,049		10,152
ON Semiconductor Corp.B		730,350		8,414
				18,566
Software - 3.72%
CA, Inc.		223,700		7,107
Cadence Design Systems, Inc.B		213,287		3,978
Citrix Systems, Inc.B		54,085		3,632
Navient Corp.		370,100		7,232
Solera Holdings, Inc.		62,219		3,019
Synopsys, Inc.B		77,055		3,612
				28,580
Total Information Technology				97,066
MATERIALS - 3.54%
Chemicals - 1.88%
Albemarle Corp.		31,295		1,868
Cabot Corp.		62,306		2,663
FMC Corp.		167,819		9,953
				14,484
Construction Materials - 0.91%
CRH PLC, ADRA F		249,500		6,974
Containers & Packaging - 0.28%
Bemis Co., Inc.		47,133		2,121
Metals & Mining - 0.47%
Allegheny Technologies, Inc.		106,861		3,632
Total Materials				27,211

See accompanying notes

19

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
UTILITIES - 4.62%
Electric - 2.94%
CenterPoint Energy, Inc.		81,800	$	1,715
Edison International		167,195		10,189
Great Plains Energy, Inc.		114,876		3,007
Pinnacle West Capital Corp.		73,100		4,474
Portland General Electric Co.		91,968		3,234
				22,619
Gas - 0.38%
AGL Resources, Inc.		58,378		2,935
Multi-Utilities - 1.30%
SCANA Corp.		47,261		2,504
Xcel Energy, Inc.		219,582		7,446
				9,950
Total Utilities				35,504
Total Common Stock (Cost $655,758)				715,062
SHORT-TERM INVESTMENTS - 6.58% (Cost $50,566)
JPMorgan U.S. Government Money Market Fund, Capital Class		50,566,251		50,566
SECURITIES LENDING COLLATERAL - 1.18%
American Beacon U.S. Government Money Market Select Fund, Select ClassG		2,256,441		2,256
DWS Government and Agency Securities Portfolio, Institutional Class		4,190,534		4,191
Total Securities Lending Collateral (Cost $6,447)				6,447
TOTAL INVESTMENTS - 100.88% (Cost $712,771)				772,075
LIABILITIES, NET OF OTHER ASSETS - (0.88%)				(4,152	)
TOTAL NET ASSETS - 100.00%			$	767,923

Percentages are stated as a percent of net assets.

^A  PLC - Public Limited Company.

^B  Non-income producing security.

^C  All or a portion of this security is on loan at April 30, 2015.

^D  REIT - Real Estate Investment Trust.

^E  LP - Limited Partnership.

^F  ADR - American Depositary Receipt.

^G  The Fund is affiliated by having the same investment advisor.

Futures Contracts Open on April 30, 2015:

Description	Type	Number of Contracts	Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
S&P 400 Midcap E Index June Futures	Long	319	June 2015	$	47,738,350	$	(975,078	)
				$	47,738,350	$	(975,078	)

See accompanying notes

20

American Beacon Small Cap Value II Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
SHORT-TERM INVESTMENTS - 102.03% (Cost $352)
JPMorgan U.S. Government Money Market Fund, Capital Class		352,302	$	352
TOTAL INVESTMENTS - 102.03% (Cost $352)				352
LIABILITIES, NET OF OTHER ASSETS - (2.03%)				(7	)
TOTAL NET ASSETS - 100.00%			$	345

Percentages are stated as a percent of net assets.

See accompanying notes

21

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2015 (Unaudited) (in thousands except share and per share amounts)

	Balanced Fund		Mid-Cap Value Fund			Small Cap Value II Fund
Assets:
Investments in unaffiliated securities, at fair value A C	$	1,119,589	$	769,819		$	352
Investments in affiliated securities, at fair value B		5,000		2,256			—
Cash		3,429		—			—
Deposit with brokers for futures contracts		2,677		2,124			—
Dividends and interest receivable		3,220		457			—
Receivable for investments sold		3,964		1,534			—
Receivable for fund shares sold		1,290		1,460			—
Receivable for tax reclaims		3		—			—
Receivable for expense reimbursement (Note 2)		—		—			5
Prepaid expenses		70		65			10
Total assets		1,139,242		777,715			367
Liabilities:
Payable for investments purchased		12,181		1,649			—
Payable for fund shares redeemed		489		616			—
Payable for variation margin from open futures contracts		589		514			—
Payable upon return of securities loaned		—		6,447			—
Management and investment advisory fees payable		135		298			2
Administrative service and service fees payable		228		238			2
Transfer agent fees payable		10		4			—
Custody and fund accounting fees payable		14		7			1
Professional fees payable		23		14			17
Trustee fees payable		10		—			—
Payable for prospectus and shareholder reports		51		4			—
Other liabilities		9		1			—
Total liabilities		13,739		9,792			22
Net Assets	$	1,125,503	$	767,923		$	345
Analysis of Net Assets:
Paid-in-capital		948,858		691,393			(358	)
Undistributed net investment income		4,120		1,723			—
Accumulated net realized gain		25,391		16,478			703
Unrealized appreciation of investments		146,922		59,304			—
Unrealized appreciation or (depreciation) of futures contracts		212		(975	)		—
Net assets	$	1,125,503	$	767,923		$	345
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		5,024,611		17,021,631			N/A
Y Class		2,838,815		3,991,350			N/A
Investor Class		11,421,485		19,447,988			27,823
Advisor Class		987,077		607,655			N/A
A Class		2,135,819		1,331,594			N/A
C Class		2,989,112		417,796			N/A
AMR Class		46,907,586		8,100,309			N/A
Net assets (not in thousands):
Institutional Class	$	83,327,943	$	256,218,098		$	N/A
Y Class	$	47,201,527	$	59,672,851		$	N/A
Investor Class	$	171,671,270	$	295,281,584		$	345,149
Advisor Class	$	15,578,419	$	8,951,156		$	N/A
A Class	$	32,043,691	$	19,608,106		$	N/A
C Class	$	45,334,170	$	5,998,611		$	N/A
AMR Class	$	730,345,965	$	122,192,637		$	N/A

See accompanying notes

22

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2015 (Unaudited) (in thousands except share and per share amounts)

	Balanced Fund		Mid-Cap Value Fund		Small Cap Value II Fund
Net asset value, offering and redemption price per share:
Institutional Class	$	16.58	$	15.05		N/A
Y Class	$	16.63	$	14.95		N/A
Investor Class	$	15.03	$	15.18	$	12.41
Advisor Class	$	15.78	$	14.73		N/A
A Class	$	15.00	$	14.73		N/A
A Class (offering price)	$	15.92	$	15.63		N/A
C Class	$	15.17	$	14.36		N/A
AMR Class	$	15.57	$	15.08		N/A
A    Cost of investments in unaffiliated securities	$	972,668	$	710,515	$	352
B    Cost of investments in affiliated securities	$	5,000	$	2,256	$	—
C    Fair value of securities on loan	$	—	$	6,310	$	—

See accompanying notes

23

American Beacon Funds^SM

Statements of Operations

For the Six Months ended April 30, 2015 (Unaudited) (in thousands)

	Balanced Fund			Mid-Cap Value Fund			Small Cap Value II Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	7,691		$	6,471		$	30
Dividend income from affiliated securities		1			—			—
Interest income		4,960			—			—
Income derived from securities lending		—			15			—
Total investment income		12,652			6,486			30
Expenses:
Management and investment advisory fees (Note 2)		1,091			1,599			15
Administrative service fees (Note 2):
Institutional Class		118			320			—
Y Class		65			63			4
Investor Class		249			397			4
Advisor Class		23			13			—
A Class		42			28			—
C Class		58			8			—
AMR Class		174			30			—
Transfer agent fees:
Institutional Class		8			17			—
Y Class		1			1			—
Investor Class		6			6			1
Advisor Class		—			1			—
A Class		1			2			—
C Class		3			1			—
AMR Class		10			2			—
Custody and fund accounting fees		63			39			6
Professional fees		29			21			14
Registration fees and expenses		58			54			15
Service fees (Note 2):
Y Class		22			21			1
Investor Class		306			333			3
Advisor Class		19			11			—
A Class		21			14			—
C Class		29			4			—
Distribution fees (Note 2):
Advisor Class		19			11			—
A Class		35			24			—
C Class		192			27			—
Prospectus and shareholder report expenses		37			25			1
Trustee fees		25			12			—
Other expenses		36			17			3
Total expenses		2,740			3,101			67
Net fees waived and expenses reimbursed (Note 2)		—			—			(36	)
Net expenses		2,740			3,101			31
Net investment income		9,912			3,385			(1	)
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		38,927			15,345			680
Commission recapture (Note 3)		3			25			—
Futures contracts		4,333			2,941			56
Change in net unrealized appreciation or (depreciation) of:
Investments		(9,489	)		16,440			(439	)
Futures contracts		(1,559	)		(1,842	)		(9	)
Net gain from investments		32,215			32,909			288
Net increase in net assets resulting from operations	$	42,127		$	36,294		$	287
A Foreign taxes		55			—			—

See accompanying notes

24

American Beacon Funds^SM

Statements of Changes in Net Assets (in thousands)

	Balanced Fund						Mid-Cap Value Fund						Small Cap Value II Fund
	Six Months Ended April 30, 2015			Year Ended October 31, 2014			Six Months Ended April 30, 2015			Year Ended October 31, 2014			Six Months Ended April 30, 2015			Year Ended October 31, 2014
	(unaudited)						(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	9,912		$	21,346		$	3,385		$	3,293		$	(1	)	$	4
Net realized gain from investments, commission recapture, and futures contracts		43,263			59,222			18,311			18,169			736			1,023
Change in net unrealized appreciation or (depreciation) from investments and futures contracts		(11,048	)		16,999			14,598			7,304			(448	)		(417	)
Net increase in net assets resulting from operations		42,127			97,567			36,294			28,766			287			610
Distributions to Shareholders:
Net investment income:
Institutional Class		(371	)		(1,818	)		(1,280	)		(587	)		—			—
Y Class		(200	)		(648	)		(221	)		(23	)		—			—
Investor Class		(706	)		(3,347	)		(1,552	)		(182	)		—			—
Advisor Class		(56	)		(259	)		(46	)		(3	)		—			—
A Class		(131	)		(447	)		(72	)		(26	)		—			—
C Class		(104	)		(383	)		—			(5	)		—			—
AMR Class		(3,960	)		(20,425	)		(1,014	)		(1,182	)		—			—
Net realized gain from investments:
Institutional Class		(3,535	)		(3,141	)		(5,870	)		(4,653	)		—			—
Y Class		(1,914	)		(717	)		(997	)		(177	)		(590	)		(305	)
Investor Class		(8,247	)		(6,218	)		(7,616	)		(1,505	)		(458	)		(128	)
Advisor Class		(699	)		(315	)		(281	)		(49	)		—			—
A Class		(1,316	)		(397	)		(577	)		(211	)		—			—
C Class		(1,788	)		(784	)		(165	)		(85	)		—			—
AMR Class		(33,411	)		(34,009	)		(3,583	)		(7,608	)		—			—
Net distributions to shareholders		(56,438	)		(72,908	)		(23,274	)		(16,296	)		(1,048	)		(433	)
Capital Share Transactions:
Proceeds from sales of shares		151,917			228,070			197,745			492,087			640			5,023
Reinvestment of dividends and distributions		55,744			72,234			23,009			16,084			1,047			433
Cost of shares redeemed		(98,048	)		(137,068	)		(89,882	)		(118,637	)		(6,391	)		(4,455	)
Redemption fees		—			—			26			65			—			—
Net increase (decrease) in net assets from capital share transactions		109,613			163,236			130,898			389,599			(4,704	)		1,001
Net increase (decrease) in net assets		95,302			187,895			143,918			402,069			(5,465	)		1,178
Net Assets:
Beginning of period		1,030,201			842,306			624,005			221,936			5,810			4,632
End of Period *	$	1,125,503		$	1,030,201		$	767,923		$	624,005		$	345		$	5,810
*  Includes undistributed (or overdistribution of) net investment income	$	4,120		$	(455	)	$	1,723		$	2,593		$	—		$	2

See accompanying notes

25

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. As of April 30, 2015, the Trust consists of thirty-one active series, three of which are presented in this filing (collectively, the “Funds” and each individually a “Fund”): American Beacon Balanced Fund, American Beacon Mid-Cap Value Fund, and American Beacon Small Cap Value II Fund. The remaining twenty-eight active series are reported in separate filings.

Effective April 30, 2015 American Beacon Advisors, Inc. (the “Manager”) became a wholly-owned subsidiary of Astro AB Borrower, Inc., which is indirectly owned by investment funds affiliated with Kelso & Company, L.P. and Estancia Capital Management, LLC, two prominent private equity firms. Prior to April 30, the Manager was a wholly-owned subsidiary of Lighthouse Holdings, Inc., which was indirectly owned by investment funds affiliated with Pharos Capital Group, LLC and TPG Capital, L.P., two leading private equity firms.

Class Disclosure

The Y Class of the Small Cap Value II Fund closed on April 28, 2015.

Each Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences among the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
Advisor Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC.
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administration fees, service fees, and distribution fees and vary among the classes as described more fully in Note 2.

Recently Adopted Accounting Pronouncements

In June 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-08, “Financial Services - Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements,” which amends the criteria that define an investment company and clarifies the measurement guidance and requires new disclosures for investment companies. Under the ASU, an entity that is registered under the Investment Company Act of 1940 automatically qualifies as an investment company. The Funds adopted this ASU for the fiscal year ended October 31, 2015. Management has evaluated the implications of the ASU and determined that adoption thereof will not have a material impact on the financial statements.

26

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Funds are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager and the Trust. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Funds an annualized fee equal to 0.05% of the average daily net assets. The Funds pay the unaffiliated investment advisors hired to direct investment activities of the Funds. Management fees paid by the Funds during the six months ended April 30, 2015 were as follows (in thousands):

	Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Amounts paid to Manager
Balanced		0.20	%	$	1,091	$	825	$	266
Mid-Cap Value		0.47	%		1,599		1,429		170
Small Cap Value II		0.58	%		15		14		1

As compensation for services provided by the Manager in connection with securities lending activities conducted by the Mid-Cap Value Fund, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 25% of the net monthly interest income (the gross income earned by the investment of cash collateral, less the amount paid to borrowers and related expenses) from such activities and, with respect to loan fees paid by borrowers, a fee up to 25% of such loan fees. This fee is included in Income derived from securities lending and management and investment advisory fees on the Statements of Operations. During the six months ended April 30, 2015, securities lending fees paid to the Manager were $1,373.

Administration Agreement

The Manager and the Trust entered into an Administration Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties required under the Administration Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, A, and C Classes of the Funds and 0.05% of the average daily net assets of the AMR Class of each of the Funds.

Distribution Plans

The Funds, except for the Advisor, A, and C Classes of the Funds, have adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no fees may be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Funds’ shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, A, and C Classes of the Funds. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

27

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives an annualized fee of 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor Class, and up to 0.375% of the average daily net assets of the Investor Class of the Funds.

Investment in Affiliated Funds

The Funds may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the U.S. Government Money Market Select Fund (the “USG Select Fund”) (collectively, the “Select Funds”). The Select Funds and the Funds have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized fee up to 0.09% of the average daily net assets of the Select Funds. During the six months ended April 30, 2015, the Manager earned $1,572 from the Balanced and $5,949 from the Mid-Cap Value Funds’ investments in the Select Funds.

Interfund Lending Program

Pursuant to an exemptive order by the Securities and Exchange Commission (“SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Funds to borrow from other participating Funds. During the six months ended April 30, 2015, the Balanced Fund loaned on average $3,369,901 for 2 days at a rate of 0.74% with interest charges of $137. This amount is included as interest income on the Statements of Operations, herein. The Mid-Cap Value and Small Cap Value II Funds did not utilize the credit facility.

Expense Reimbursement Plan

The Manager agreed to reimburse the following Funds to the extent that total annual fund operating expenses exceeded the Funds’ expense cap. For the period ended April 30, 2015, the Manager waived or reimbursed expenses as follows:

		Expense Cap
Fund	Class	11/1/14 to 2/28/15			3/1/15 to 4/30/15			Reimbursed or (Recovered) Expenses		Expiration
Small Cap Value II	Y		1.09	%		1.09	%	$	18,372	2018
Small Cap Value II	Investor		1.37	%		1.37	%		17,238	2018

Of these amounts, $5,346 was receivable from the Manager at April 30, 2015 for the Small Cap Value II Fund. The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The reimbursed expenses above will expire in 2018. The carryover of excess expenses potentially reimbursable to the Manager are as follows:

Fund	Recovered Expenses		Excess Expense Carryover		Expiration of Reimbursed Expenses
Small Cap Value II		—	$	71,068	2015
Small Cap Value II		—		69,350	2016
Small Cap Value II		—		68,906	2017

28

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Of the above amounts, $47,101 expired during the six months ended April 30, 2015 for the Small Cap Value II Fund. The Funds have not recorded a liability for potential reimbursements, due to the current assessment that a reimbursement is unlikely.

Sales Commissions

The Funds’ distributor, Foreside Fund Services, LLC (“Foreside”), may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. During the six months ended April 30, 2015, Foreside collected $17,611 and $1,129 for the Balanced and Mid-Cap Value Funds, respectively, from the sale of Class A Shares.

A CDSC of 0.50% will be deducted with respect to Class A Shares on certain purchases of $1,000,000 or more that are redeemed in whole or part within 18 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended April 30, 2015, there were no CDSC fees collected for Class A Shares.

A CDSC of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2015, CDSC fees of $4,502 and $280 were collected for the Balanced and Mid-Cap Value Funds, respectively.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”) for which market quotations are available, are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Debt securities (other than short-term securities) normally are valued on the basis of prices provided by an independent pricing service and may take into account appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. Prices of debt securities may be determined using quotes obtained from brokers.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which the market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statements of Assets and Liabilities.

29

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Other investments, including restricted securities, and those financial instruments 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, established by the Fund’s Board.

Valuation Inputs

Various inputs may be used to determine the fair value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1	-	Quoted prices in active markets for identical securities.
Level 2	-	Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others. Level 2 securities are fixed-income securities that are valued using observable inputs as stated above.
Level 3	-	Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Fixed income securities including corporate, convertible and municipal bonds and notes, U.S. government agencies, U.S. Treasury obligations, sovereign issues, bank loans, convertible preferred securities, and non-U.S. bonds are normally valued by pricing service providers that use broker dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates, and quoted prices for similar assets. Securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Fixed income securities purchased on a delayed-delivery basis are marked to market daily until settlement at the forward settlement date are categorized as Level 2 of the fair value hierarchy.

Mortgage-related and asset-backed securities are usually issued as separate tranches, or classes, of securities within each deal. These securities are also normally valued by pricing service providers that use broker dealer quotations or valuation estimates from their internal pricing models. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows, and market-based yield spreads for each tranche, and incorporate deal collateral performance, as available. Mortgage-related and asset-backed securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Securities using these valuation adjustments are categorized as Level 2 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

30

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

The Funds’ investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. During the six months ended April 30, 2015, there were no transfers between levels. As of April 30, 2015, the investments were classified as described below (in thousands):

Balanced Fund(1)	Level 1			Level 2		Level 3		Total
Common Stock	$	633,735		$	—	$	—	$	633,735
Preferred Stock		4,872			—		—		4,872
Corporate Obligations		—			123,806		—		123,806
Foreign Government Obligations		—			569		—		569
Asset-Backed Obligations		—			11,652		—		11,652
Commercial Mortgage-Backed Obligations		—			17,591		—		17,591
Collateralized Mortgage Obligations		—			352		—		352
U.S. Agency Mortgage-Backed Obligations		—			63,373		—		63,373
U.S. Treasury Obligations		—			189,995		—		189,995
Municipal Obligations		—			3,337		—		3,337
Short-Term Investments – Money Market Funds		75,307			—		—		75,307
Total Investments in Securities	$	713,914		$	410,675	$	—	$	1,124,589
Financial Derivative Instruments - Assets
Futures Contracts	$	213		$	—	$	—	$	213
Mid-Cap Value Fund(1)	Level 1			Level 2		Level 3		Total
Common Stock	$	715,062		$	—	$	—	$	715,062
Short-Term Investments – Money Market Funds		50,566			—		—		50,566
Securities Lending Collateral invested in Money Market Funds		6,447			—		—		6,447
Total Investments in Securities	$	772,075		$	—	$	—	$	772,075
Financial Derivative Instruments - Liabilities
Futures Contracts	$	(975	)	$	—	$	—	$	(975	)
Small Cap Value II Fund(1)	Level 1			Level 2		Level 3		Total
Short-Term Investments – Money Market Funds	$	352		$	—	$	—	$	352
Total Investments in Securities	$	352		$	—	$	—	$	352

⁽¹⁾  Refer to the Schedules of Investments for industry information.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Dividends to Shareholders

Dividends from net investment income of the Balanced Fund normally will be declared and paid quarterly. Dividends from net investment income of the Mid-Cap Value and Small Cap Value II Funds normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

31

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Commission Recapture

The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If a Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Funds. This amount is reported with the net realized gain in the Funds’ Statements of Operations, if applicable.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Redemption Fees

The AMR Class of the Mid-Cap Value Fund imposes a 2% redemption fee on certain shares held for less than 180 days. The fee is deducted from the redemption proceeds and is intended to offset the trading costs, market impact, and other costs associated with short-term trading activity in the Funds. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of each Fund pro-rata based on their respective net assets.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

American Depositary Receipts (“ADRs”)

ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund’s possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.

32

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Real Estate Investment Trusts

The Funds may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Funds re-characterize distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information, which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Restricted Securities

The Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities may be sold privately, but are required to be registered or exempted from such registration before being sold to the public. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933. Disposal of restricted securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted securities outstanding at the six months ended April 30, 2015 are disclosed in the Notes to the Schedule of Investments.

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

Mortgage-Related and Other Asset-Backed Securities

The Balanced Fund may invest in mortgage or other asset-backed securities (“ABS”). These securities may include mortgage instruments issued by U.S. government agencies (“agency mortgages”) or those issued by private entities (“non-agency mortgages”). Specific types of instruments may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities and other securities that directly or indirectly represent a participation in, or are secured by a payable from, mortgage loans on real property. The value of the Fund’s mortgage-backed securities (“MBS”) may be affected by, among other things, changes or perceived changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the mortgage, or the quality of the underlying assets. The mortgages underlying the securities may default or decline in quality or value. Through its investments in MBS, a Fund has exposure to subprime loans, Alt-A loans and non-conforming loans as well as to the mortgage and credit markets generally. Underlying collateral related to subprime, Alt-A and non-conforming mortgage loans has become increasingly susceptible to defaults and declines in quality or value, especially in a declining residential real estate market. In addition, regulatory or tax changes may adversely affect the mortgage securities markets as a whole.

33

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Mortgage-Backed Securities

MBS often have stated maturities of up to thirty years when they are issued, depending upon the length of the mortgages underlying the securities. In practice however, unscheduled or early payments of principal and interest on the underlying mortgages may make the securities’ effective maturity shorter than this, and the prevailing interest rates may be higher or lower than the current yield of the Fund’s portfolio at the time resulting in reinvestment risk.

Rising or high interest rates may result in slower than expected principal payments which may tend to extend the duration of MBS, making them more volatile and more sensitive to changes in interest rates. This is known as extension risk.

MBS may have less potential for capital appreciation than comparable fixed income securities due to the likelihood of increased prepayments of mortgages resulting from foreclosures or declining interest rates. These foreclosed or refinanced mortgages are paid off at face value (par) or less, causing a loss, particularly for any investor who may have purchased the security at a premium or a price above par. In such an environment, this risk limits the potential price appreciation of these securities.

Agency Mortgage-Backed Securities

Certain MBS may be issued or guaranteed by the U.S. government or a government sponsored entity, such as Fannie Mae (the Federal National Mortgage Association) or Freddie Mac (the Federal Home Loan Mortgage Corporation). Although these instruments may be guaranteed by the U.S. government or a government sponsored entity, many such MBS are not backed by the full faith and credit of the United States and are still exposed to the risk of non-payment.

Privately Issued Mortgage-Backed Securities

MBS held by a Fund may be issued by private issuers including commercial banks, savings associations, mortgage companies, investment banking firms, finance companies and special purpose finance entities (called special purpose vehicles or SPVs) and other entities that acquire and package mortgage loans for resale as MBS. These privately issued non-agency MBS may offer higher yields than those issued by government agencies, but also may be subject to greater price changes than governmental issues. Subprime loans refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans. Alt-A loans refer to loans extended to borrowers who have incomplete documentation of income, assets, or other variables that are important to the credit underwriting processes. Non-conforming mortgages are loans that do not meet the standards that allow purchase by government-sponsored enterprises. MBS with exposure to subprime loans, Alt-A loans or non-conforming loans have had in many cases higher default rates than those loans that meet government underwriting requirements. The risk of non-payment is greater for MBS that are backed by mortgage pools that contain subprime, Alt-A and non-conforming loans, but a level of risk exists for all loans.

Unlike agency MBS issued or guaranteed by the U.S. government or a government-sponsored entity (e.g., Fannie Mae (the Federal National Mortgage Association) and Freddie Mac (the Federal Home Loan Mortgage Corporation), MBS issued by private issuers do not have a government or government-sponsored entity guarantee, but may have credit enhancements provided by external entities such as banks or financial institutions or achieved through the structuring of the transaction itself. Examples of such credit support arising out of the structure of the transaction include the issue of senior and subordinated securities (e.g., the issuance of securities by an SPV in multiple classes or “tranches,” with one or more classes being senior to other subordinated classes as to the payment of principal and interest, with the result that defaults on the underlying mortgage loans are borne first by the holders of the subordinated class); creation of “reserve funds” (in which case cash or investments, sometimes funded from a portion of the payments on the underlying mortgage loans, are held in reserve against future losses); and “overcollateralization” (in which case the

34

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

scheduled payments on, or the principal amount of, the underlying mortgage loans exceeds that required to make payment on the securities and pay any servicing or other fees). However, there can be no guarantee that credit enhancements, if any, will be sufficient to prevent losses in the event of defaults on the underlying mortgage loans. In addition, MBS that are issued by private issuers are not subject to the underwriting requirements for the underlying mortgages that are applicable to those MBS that have a government or government-sponsored entity guarantee. As a result, the mortgage loans underlying private MBS may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government-sponsored MBS and have wider variances in a number of terms including interest rate, term, size, purpose and borrower characteristics. Privately issued pools more frequently include second mortgages, high loan-to-value mortgages and manufactured housing loans. The coupon rates and maturities of the underlying mortgage loans in a private-label MBS pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime mortgage loans.

Privately issued MBS are not traded on an exchange and there may be a limited market for the securities, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, MBS held in the Fund’s portfolio may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans.

Asset-Backed Securities

ABS may include MBS, loans, receivables or other assets. The value of the Fund’s ABS may be affected by, among other things, actual or perceived changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the receivables, the market’s assessment of the quality of underlying assets or actual or perceived changes in the credit worthiness of the individual borrowers, the originator, the servicing agent or the financial institution providing the credit support.

Payment of principal and interest may be largely dependent upon the cash flows generated by the assets backing the securities.

Rising or high interest rates tend to extend the duration of ABS, making them more volatile and more sensitive to changes in interest rates. The underlying assets are sometimes subject to prepayments which can shorten the security’s weighted average life and may lower its return. Defaults on loans underlying ABS have become an increasing risk for ABS that are secured by home equity loans related to sub-prime, Alt-A or non-conforming mortgage loans, especially in a declining residential real estate market.

ABS (other than MBS) present certain risks that are not presented by MBS. Primarily, these securities may not have the benefit of any security interest in the related assets. Credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. There is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. ABS are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failures by obligors on underlying assets to make payments, the securities may contain elements of credit support which fall into two categories: (i) liquidity protection, and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses results from payment of the insurance obligations on at least a portion of the assets in the pool. This protection may be provided through guarantees, policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. The Funds will not pay any additional or separate fees for credit support. The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets.

35

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Delinquency or loss in excess of that anticipated or failure of the credit support could adversely affect the return on an investment in such a security. The availability of ABS may be affected by legislative or regulatory developments. It is possible that such developments may require the Fund to dispose of any then existing holdings of such securities.

5. Financial Derivative Instruments

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Funds may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Funds are required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. A Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as cash deposited with broker on the Statement of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation or depreciation until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

For the six months ended April 30, 2015, the Funds entered into future contracts primarily for exposing cash to markets.

The Funds’ average futures contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the average quarterly volume of futures contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end.

Average Futures Contracts Outstanding
Fund	Six months ended April 30, 2015
Balanced		596
Mid-Cap Value		220
Small Cap Value II		3

The following is a summary of the Funds’ derivative financial instruments categorized by risk exposure (in thousands) ⁽¹⁾:

Fair Values of financial derivative instruments not accounted for as hedging instruments as of April 30, 2015:

Statements of Assets and Liabilities	Derivative	Balanced			Mid-Cap Value			Small Cap Value II
Payable for variation margin from open futures contracts	Equity Contracts	$	(589	)	$	(514	)	$	—
The effect of financial derivative instruments not accounted for as hedging instruments during the six months ended April 30, 2015:
Statements of Operations
Net realized gain (loss) from futures contracts	Equity Contracts		4,333			2,941			56
Change in net unrealized appreciation or (depreciation) of futures contracts	Equity Contracts		(1,559	)		(1,842	)		(9	)

⁽¹⁾  See Note 3 in the Notes to Financial Statements for additional information.

36

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

6. Principal Risks

In the normal course of business, the Funds trade financial instruments and enter into financial transactions where risk of potential loss exists. Security values fluctuate (market risk) and may decline due to factors affecting securities markets in general, particular industries represented in the securities markets or conditions specifically related to a particular company. Failure of the other party to a transaction to perform (credit and counterparty risk), for example by not making principal and interest payments when due, reduces the value of the issuer’s debt and could reduce the Funds’ income. Similar to credit risk, the Funds may be exposed to counterparty risk, or the risk that an institution or other entity with which the Funds have unsettled or open transactions will fail to make required payments or otherwise comply with the terms of the instrument, transaction or contract. The potential loss could exceed the value of the financial assets recorded in the financial statements. Some of the Funds’ investments may be illiquid and the Funds may not be able to vary the portfolio investments in response to changes in economic and other conditions. If a Fund is required to liquidate all or a portion of its investments quickly, the Fund may realize significantly less than the value at which it previously recorded those investments.

Market Risks

The Funds’ investments in financial derivatives and other financial instruments expose the Funds to various risks such as, but not limited to, interest rate, foreign currency and equity risks.

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Funds is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a fixed income’s market price to interest rate (i.e. yield) movements.

If the Funds invest directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in financial derivatives that provide exposure to foreign currencies, they will be subject to the risk that those currencies will decline in value relative to the base currency of the Funds, or, in the case of hedging positions, that the Funds’ base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Funds’ investments in foreign currency denominated securities may reduce the returns of the Fund.

The fair values of equities, such as common stocks and preferred securities or equity related investments such as futures, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities.

Counterparty Credit Risk

A derivative contract may suffer a mark to market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

37

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

With exchange traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency) of the clearing broker or clearinghouse. Additionally, credit risk exists in exchange traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

Cash collateral that has been pledged to cover obligations of the Funds and cash collateral received from the counterparty, if any, is reported separately on the Statements of Assets and Liabilities as Deposits with brokers for futures contracts and Payable to brokers for futures contracts, respectively. Non-cash collateral pledged by the Funds, if any, is noted in the Schedules of Investments. Generally, the amount of collateral due from or to a party is determined at the close of business of the Funds and additional required collateral is delivered to/pledged by the Funds on the next business day. To the extent amounts due to the Funds from their counterparties are not fully collateralized, contractually or otherwise, the Funds bear the risk of loss from counterparty non-performance. The Funds attempt to mitigate counterparty risk by only entering into agreements with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.

Offsetting Assets and Liabilities

The Funds are parties to enforceable master netting agreements between brokers and counterparties, which provide for the right to offset under certain circumstances. The Funds employ multiple money managers and counterparties and have elected not to offset qualifying financial and derivative instruments on the Statements of Assets and Liabilities, as such all financial and derivative instruments are presented on a gross basis. The impacts of netting arrangements that provide the right to offset are detailed below. The net amount represents the net receivable or payable that would be due from or to the counterparty in the event of default. Exposure from borrowings and other financing agreements such as repurchase agreements can only be netted across transactions governed by the same Master Agreement with the same legal entity. All amounts reported below represent the balance as of the report date, April 30, 2015 (in thousands).

Balanced Fund

Offsetting of Financial Liabilities and Derivative Liabilities as of April 30, 2015:

Description	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Statements of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statements of Assets and Liabilities
Futures Contracts (1)	$	(589	)	$	—	$	(589	)

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of April 30, 2015:

	Net amount of Assets Presented in the Statements of Assets and Liabilities			Gross Amounts Not Offset in the Statements of Assets and Liabilities
Counterparty				Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs & Co.(1)	$	(589	)	$	—	$	—	$	(589	)

38

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Mid Cap Value Fund

Offsetting of Financial Assets and Derivative Assets as of April 30, 2015:

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statements of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statements of Assets and Liabilities
Securities on Loan	$	6,310	$	—	$	6,310

Offsetting of Financial Liabilities and Derivative Liabilities as of April 30, 2015:

Description	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Statements of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statements of Assets and Liabilities
Futures Contracts(1)	$	(514	)	$	—	$	(514	)

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2015:

	Net amount of Assets Presented in the Statements of Assets and Liabilities		Gross Amounts Not Offset in the Statements of Assets and Liabilities
Counterparty			Financial Instruments		Cash Collateral Received(2)			Net Amount
Credit Suisse Securities USA	$	1,810	$	—	$	(1,810	)	$	—
Goldman Sachs & Co. (1)		2,343		—		(2,857	)		(514	)
JPMorgan Clearing Corp.		1,320		—		(1,320	)		—
MS Securities Services Inc.		322		—		(322	)		—
Total	$	5,795	$	—	$	(6,310	)	$	(514	)

⁽¹⁾  The securities presented here within are not subject to Master Netting Agreements. As such, this is disclosed for informational purposes only.

⁽²⁾  Excess of collateral received from the individual counterparty is not shown for financial reporting purposes. Collateral with a value of $6,447 has been received in connection with securities lending transactions.

7. Federal Income and Excise Taxes

It is the policy of each Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treated as a single entity for the purpose of determining such qualification.

The Funds do not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2014 remains subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

39

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

The tax character of distributions paid were as follows (in thousands):

	Balanced				Mid-Cap Value				Small Cap Value II
	Six months ended April 30, 2015		Year Ended October 31, 2014		Six months ended April 30, 2015		Year Ended October 31, 2014		Six months ended April 30, 2015		Year Ended October 31, 2014
	(unaudited)				(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	728	$	2,590	$	2,004	$	2,004	$	—	$	—
Y Class		394		824		389		77		67		103
Investor Class		1,539		4,877		2,836		640		52		43
Advisor Class		127		337		93		17		—		—
A Class		264		545		170		90		—		—
C Class		285		576		28		31		—		—
AMR Class		7,336		28,795		1,884		3,498		—		—
Long-Term Capital Gain
Institutional Class		3,177		2,368		2,593		3,237		—		—
Y Class		1,721		541		829		123		523		202
Investor Class		7,414		4,688		6,332		1,047		406		85
Advisor Class		628		238		234		34		—		—
A Class		1,183		299		479		147		—		—
C Class		1,607		591		137		59		—		—
AMR Class		30,035		25,639		5,266		5,292		—		—
Total distributions paid	$	56,438	$	72,908	$	23,274	$	16,296	$	1,048	$	433

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2015, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

	Balanced			Mid-Cap Value			Small Cap Value II
Cost basis of investments for federal income tax purposes	$	993,702		$	716,231		$	352
Unrealized appreciation		150,276			79,226			—
Unrealized depreciation		(19,389	)		(20,785	)		—
Net unrealized appreciation		130,887			58,441			—
Undistributed ordinary income		7,035			4,615			—
Accumulated long-term gain		38,508			14,449			703
Other temporary differences		215			(975	)		—
Distributable earnings or (deficits)	$	176,645		$	76,530		$	703

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or depreciation are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gain or (loss) on certain derivative instruments, reclassifications of income from real estate investment securities publicly traded partnerships, and book amortization of premium.

Due to inherent differences in the recognition of income, expenses and realized gains (losses) under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from book amortization of premium, pay down reclasses, Section 732 basis adjustments, reclassifications of income from real estate investment securities and publicly traded partnerships, net operating loss adjustments, and dividend reclasses that have been reclassified as of April 30, 2015 (in thousands):

40

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

	Balanced			Mid-Cap Value			Small Cap Value II
Paid-in-capital	$	—		$	—		$	—
Undistributed net investment income		191			(70	)		(1	)
Accumulated net realized gain (loss)		(191	)		70			1
Unrealized appreciation or depreciation of investments and futures contracts		—			—			—

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by the Funds in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Funds were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

The Funds do not have capital loss carryforwards as of April 30, 2015.

8. Investment Transactions

The aggregate cost of purchases and proceeds from sales and maturities of long-term investments during the six months ended April 30, 2015 were as follows (in thousands):

	Balanced		Mid-Cap Value		Small Cap Value II
Purchases (excluding U.S. government securities)	$	303,515	$	176,424	$	1,751
Sales and maturities (excluding U.S. government securities)		214,983		84,896		6,764
Purchases of U.S. government securities		129,923		—		—
Sales and maturities of U.S. government securities		65,559		—		—

A summary of the Funds’ direct transactions and security lending collateral transactions in the Select Funds for the six months ended April 30, 2015 is set forth below (in thousands):

	Type of Transaction	Affiliate	October 31, 2014 Shares/Fair Value		Purchases		Sales		April 30, 2015 Shares/Fair Value		Dividend Income
Balanced	Direct	USG Select Fund	$	—	$	8,000	$	3,000	$	5,000	$	1
Mid-Cap Value	Securities Lending	USG Select Fund		11,720		33,422		42,886		2,256		N/A

9. Securities Lending

The Mid-Cap Value Fund may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with collateral in an amount at least equal to the fair value of the securities loaned, initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Collateral is monitored and marked to market daily. Daily mark to market amounts are required to be paid to the borrower or received from the borrower by the end of the following business day. This one day settlement for mark to market amounts may result in the collateral being temporarily less than the value of the securities on loan or temporarily more than the required minimum collateral.

To the extent that a loan is collateralized by cash, such cash collateral shall be invested by the securities lending agent (the “Agent”) in money market mutual funds, and other short-term investments, as designated by the Manager.

Securities lending income is generated from the demand premium (if any) paid by the borrower to borrow a specific security and from the return on investment of cash collateral, reduced by negotiated rebate fees paid to the borrower and transaction costs. To the extent that a loan is secured by non-cash collateral, securities lending income is generated as a demand premium reduced by transaction costs. The Fund, the Agent, and the Manager retain 80%, 10%, and 10%, respectively, of the income generated from securities lending.

41

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

While securities are on loan, the Fund continues to receive certain income associated with that security and any gain or loss in the market price that may occur during the term of the loan. In the case of domestic equities, the value of any dividend is received in the form of a substitute payment approximately equal to the dividend. In the case of foreign securities, a negotiated amount is received that is less than the actual dividend, but higher than the dividend amount minus the foreign tax that the Fund would be subject to on the dividend.

Securities lending transactions pose certain risks to the Fund, including that the borrower may not provide additional collateral when required or return the securities when due, that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower, that non-cash collateral may be subject to legal constraints in the event of a borrower bankruptcy, and that the cash collateral investments could become illiquid and unable to be used to return collateral to the borrower. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower and any action which impairs its ability to liquidate non-cash collateral to satisfy a borrower default.

As of April 30, 2015, the value of outstanding securities on loan and the value of collateral was as follows (in thousands):

Fair Value of Securities on Loan		Non-Cash Collateral		Cash Collateral Posted by Borrower
$	6,310	$	—	$	6,447

Cash collateral is listed on the Mid-Cap Value Fund’s Schedule of Investments and is shown on the Statements of Assets and Liabilities. Income earned on these investments, grossed up by the securities lending fees paid to the Manager, is included in Income derived from securities lending on the Statements of Operations.

Non-cash collateral received by the Fund may not be sold or re-pledged except to satisfy a borrower default. Therefore, non-cash collateral is not included on the Fund’s Schedule of Investments or Statements of Assets and Liabilities.

10. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Funds (shares and dollars in thousands):

For the Six Months Ended April 30, 2015

	Institutional Class						Y Class						Investor Class						Advisor Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		933		$	15,477			968		$	16,081			2,768		$	41,536			165		$	2,579
Reinvestment of dividends		237			3,878			123			2,017			588			8,713			48			755
Shares redeemed		(578	)		(9,557	)		(397	)		(6,572	)		(2,765	)		(41,562	)		(143	)		(2,267	)
Net increase in shares outstanding		592		$	9,798			694		$	11,526			591		$	8,687			70		$	1,067

	A Class						C Class						AMR Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		672		$	10,064			1,028		$	15,571			3,293		$	50,609
Reinvestment of dividends		92			1,355			111			1,655			2,438			37,371
Shares redeemed		(302	)		(4,557	)		(221	)		(3,347	)		(1,947	)		(30,186	)
Net increase in shares outstanding		462		$	6,862			918		$	13,879			3,784		$	57,794

42

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

	Institutional Class						Y Class						Investor Class						Advisor Class
Mid-Cap Value Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		5,482		$	82,064			2,207		$	32,631			4,230		$	63,813			219		$	3,144
Redemption Fees		—			8			—			2			—			11			—			—
Reinvestment of dividends		476			6,980			82			1,190			619			9,156			22			327
Shares redeemed		(2,058	)		(30,522	)		(417	)		(6,185	)		(1,949	)		(29,102	)		(128	)		(1,858	)
Net increase in shares outstanding		3,900		$	58,530			1,872		$	27,638			2,900		$	43,878			113		$	1,613

	A Class						C Class						AMR Class
Mid-Cap Value Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		284		$	4,141			77		$	1,103			726		$	10,848
Redemption Fees		—			1			—			—			—			5
Reinvestment of dividends		42			608			11			151			313			4,597
Shares redeemed		(265	)		(3,835	)		(33	)		(454	)		(1,204	)		(17,926	)
Net increase (decrease) in shares outstanding		61		$	915			55		$	800			(165	)	$	(2,476	)

	Y Class						Investor Class
Small Cap Value II Fund (Closed)	Shares			Amount			Shares			Amount
Shares sold		3		$	46			43		$	594
Reinvestment of dividends		49			589			38			458
Shares redeemed		(278	)		(3,467	)		(230	)		(2,924	)
Net (decrease) in shares outstanding		(226	)	$	(2,832	)		(149	)	$	(1,872	)

For the Year Ended October 31, 2014

	Institutional Class						Y Class						Investor Class						Advisor Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		1,324		$	21,700			1,870		$	30,865			6,066		$	91,828			708		$	10,930
Reinvestment of dividends		305			4,907			80			1,290			630			9,233			37			574
Shares redeemed		(931	)		(15,382	)		(248	)		(4,136	)		(3,165	)		(47,590	)		(234	)		(3,696	)
Net increase in shares outstanding		698		$	11,225			1,702		$	28,019			3,531		$	53,471			511		$	7,808

	A Class						C Class						AMR Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		1,403		$	20,947			1,419		$	21,522			1,946		$	30,278
Reinvestment of dividends		51			749			71			1,047			3,595			54,434
Shares redeemed		(200	)		(3,016	)		(184	)		(2,787	)		(3,905	)		(60,461	)
Net increase in shares outstanding		1,254		$	18,680			1,306		$	19,782			1,636		$	24,251

	Institutional Class						Y Class						Investor Class						Advisor Class
Mid-Cap Value Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		9,719		$	141,013			2,278		$	32,808			17,353		$	254,014			533		$	7,626
Redemption Fees		—			22			—			2			—			14			—			—
Reinvestment of dividends		371			5,095			13			178			121			1,684			4			52
Shares redeemed		(2,008	)		(28,892	)		(369	)		(5,306	)		(2,161	)		(31,317	)		(94	)		(1,309	)
Net increase in shares outstanding		8,082		$	117,238			1,922		$	27,682			15,313		$	224,395			443		$	6,369

	A Class						C Class						AMR Class
Mid-Cap Value Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		1,224		$	17,349			296		$	4,083			2,431		$	35,194
Redemption Fees		—			2			—			—			—			25
Reinvestment of dividends		16			214			5			71			640			8,790
Shares redeemed		(87	)		(1,245	)		(4	)		(60	)		(3,570	)		(50,508	)
Net increase (decrease) in shares outstanding		1,153		$	16,320			297		$	4,094			(499	)	$	(6,499	)

43

American Beacon Funds

Notes to Financial Statements

April 30, 2015 (Unaudited)

	Y Class						Investor Class
Small Cap Value II Fund	Shares			Amount			Shares			Amount
Shares sold		344		$	4,899			9		$	124
Reinvestment of dividends		22			305			9			128
Shares redeemed		(301	)		(4,307	)		(10	)		(148	)
Net increase in shares outstanding		65		$	897			8		$	104

11. Subsequent Events

On April 8, 2015, the Manager announced the Board’s approval of a plan to liquidate and terminate the American Beacon Small Cap Value II Fund. On May 12, 2015, the Fund liquidated all remaining assets and terminated.

44

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45

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30, 2015			Year Ended October 31,
				2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	16.79		$	16.31		$	14.27		$	12.89		$	12.62		$	11.83
Income from investment operations:
Net investment income		0.16			0.38			0.30			0.32			0.32			0.35
Net gains from investments (both realized and unrealized)		0.48			1.35			2.35			1.38			0.29			1.10
Total income from investment operations		0.64			1.73			2.65			1.70			0.61			1.45
Less distributions:
Dividends from net investment income		(0.07	)		(0.42	)		(0.30	)		(0.32	)		(0.34	)		(0.66	)
Distributions from net realized gains		(0.78	)		(0.83	)		(0.31	)		—			—			—
Total distributions		(0.85	)		(1.25	)		(0.61	)		(0.32	)		(0.34	)		(0.66	)
Net asset value, end of period	$	16.58		$	16.79		$	16.31		$	14.27		$	12.89		$	12.62
Total return A		3.94	%B		11.15	%		19.04	%		13.23	%		4.87	%		12.47	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	83,328		$	74,422		$	60,916		$	40,938		$	30,962		$	33,405
Ratios to average net assets:
Expenses, before reimbursements or recoupments		0.57	%C		0.58	%		0.60	%		0.59	%		0.58	%		0.58	%
Expenses, net of reimbursements or recoupments		0.57	%C		0.58	%		0.60	%		0.59	%		0.58	%		0.58	%
Net investment income, before reimbursements or recoupments		1.80	%C		2.24	%		1.86	%		2.27	%		2.49	%		2.67	%
Net investment income, net of reimbursements or recoupments		1.80	%C		2.24	%		1.86	%		2.27	%		2.49	%		2.67	%
Portfolio turnover rate		21	%B		34	%		56	%		58	%		47	%		40	%

^A  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B  Not annualized.

^C  Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

46

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six Months Ended April 30, 2015			Year Ended October 31,												March 1 to Oct. 31, 2010			Six Months Ended April 30, 2015			Year Ended October 31,
			2014			2013			2012			2011									2014			2013			2012			2011			2010
(unaudited)																		(unaudited)
$	16.83		$	16.37		$	14.32		$	12.93		$	12.78		$	12.20		$	15.31		$	14.98		$	13.16		$	11.93		$	11.66		$	10.96
	0.16			0.40			0.39			0.17			0.36			0.16			0.13			0.42			0.26			0.23			0.25			0.25
	0.49			1.31			2.26			1.51			0.24			0.57			0.43			1.11			2.13			1.30			0.28			1.04
	0.65			1.71			2.65			1.68			0.60			0.73			0.56			1.53			2.39			1.53			0.53			1.29
	(0.07	)		(0.42	)		(0.29	)		(0.29	)		(0.45	)		(0.15	)		(0.06	)		(0.37	)		(0.26	)		(0.30	)		(0.26	)		(0.59	)
	(0.78	)		(0.83	)		(0.31	)		—			—			—			(0.78	)		(0.83	)		(0.31	)		—			—			—
	(0.85	)		(1.25	)		(0.60	)		(0.29	)		(0.45	)		(0.15	)		(0.84	)		(1.20	)		(0.57	)		(0.30	)		(0.26	)		(0.59	)
$	16.63		$	16.83		$	16.37		$	14.32		$	12.93		$	12.78		$	15.03		$	15.31		$	14.98		$	13.16		$	11.93		$	11.66
	3.97	%B		10.98	%		18.97	%		13.04	%		4.73	%		5.99	%B		3.78	%B		10.75	%		18.65	%		12.86	%		4.52	%		12.06	%
$	47,202		$	36,114		$	7,263		$	2,482		$	401		$	46		$	171,671		$	165,808		$	109,337		$	89,272		$	83,657		$	84,500
	0.65	%C		0.67	%		0.68	%		0.69	%		1.48	%		0.68	%C		0.93	%C		0.92	%		0.92	%		0.92	%		0.92	%		0.93	%
	0.65	%C		0.68	%		0.70	%		0.69	%		0.70	%		0.68	%C		0.93	%C		0.92	%		0.92	%		0.92	%		0.92	%		0.93	%
	1.71	%C		2.01	%		1.71	%		2.08	%		1.55	%		2.54	%C		1.45	%C		1.84	%		1.62	%		1.95	%		2.16	%		2.34	%
	1.71	%C		2.01	%		1.69	%		2.08	%		2.34	%		2.54	%C		1.45	%C		1.84	%		1.62	%		1.95	%		2.16	%		2.34	%
	21	%B		34	%		56	%		58	%		47	%		40	%D		21	%B		34	%		56	%		58	%		47	%		40	%

47

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30, 2015			Year Ended October 31,
				2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	16.04		$	15.65		$	13.73		$	12.36		$	12.11		$	11.35
Income from investment operations:
Net investment income (loss)		0.10			0.18			(0.12	)		0.42			0.41			0.32
Net gains from investments (both realized and unrealized)		0.48			1.39			2.60			1.14			0.11			1.01
Total income from investment operations		0.58			1.57			2.48			1.56			0.52			1.33
Less distributions:
Dividends from net investment income		(0.06	)		(0.35	)		(0.25	)		(0.19	)		(0.27	)		(0.57	)
Distributions from net realized gains		(0.78	)		(0.83	)		(0.31	)		—			—			—
Total distributions		(0.84	)		(1.18	)		(0.56	)		(0.19	)		(0.27	)		(0.57	)
Net asset value, end of period	$	15.78		$	16.04		$	15.65		$	13.73		$	12.36		$	12.11
Total return A		3.69	%B		10.58	%		18.52	%		12.62	%		4.33	%		11.96	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	15,578		$	14,706		$	6,353		$	2,507		$	3,536		$	6,127
Ratios to average net assets:
Expenses, before reimbursements or recoupments		1.06	%C		1.07	%		1.07	%		1.09	%		1.09	%		1.09	%
Expenses, net of reimbursements or recoupments		1.06	%C		1.07	%		1.07	%		1.09	%		1.09	%		1.09	%
Net investment income, before reimbursements or recoupments		1.32	%C		1.75	%		1.32	%		1.82	%		2.01	%		2.18	%
Net investment income, net of reimbursements or recoupments		1.32	%C		1.75	%		1.32	%		1.82	%		2.01	%		2.18	%
Portfolio turnover rate		21	%B		34	%		56	%		58	%		47	%		40	%

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

48

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

A Class																		C Class
Six Months Ended April 30, 2015			Year Ended October 31,												May 17 to Oct. 31, 2010			Six Months Ended April 30, 2015			Year Ended October 31,												Sept. 1 to Oct. 31, 2010
			2014			2013			2012			2011									2014			2013			2012			2011
(unaudited)																		(unaudited)
$	15.29		$	14.97		$	13.16		$	12.06		$	11.94		$	11.50		$	15.47		$	15.13		$	13.33		$	12.13		$	11.92		$	11.32
	0.12			0.33			0.22			0.33			0.38			0.02			0.08			0.21			0.17			0.15			0.20			0.01
	0.43			1.18			2.14			1.17			0.14			0.43			0.44			1.20			2.11			1.29			0.22			0.59
	0.55			1.51			2.36			1.50			0.52			0.45			0.52			1.41			2.28			1.44			0.42			0.60
	(0.06	)		(0.36	)		(0.24	)		(0.40	)		(0.40	)		(0.01	)		(0.04	)		(0.24	)		(0.17	)		(0.24	)		(0.21	)		—
	(0.78	)		(0.83	)		(0.31	)		—			—			—			(0.78	)		(0.83	)		(0.31	)		—			—			—
	(0.84	)		(1.19	)		(0.55	)		(0.40	)		(0.40	)		(0.01	)		(0.82	)		(1.07	)		(0.48	)		(0.24	)		(0.21	)		—
$	15.00		$	15.29		$	14.97		$	13.16		$	12.06		$	11.94		$	15.17		$	15.47		$	15.13		$	13.33		$	12.13		$	11.92
	3.72	%B		10.67	%		18.45	%		12.65	%		4.37	%		3.90	%B		3.43	%B		9.80	%		17.50	%		11.86	%		3.56	%		5.33	%B
$	32,044		$	25,579		$	6,284		$	3,127		$	588		$	47		$	45,334		$	32,045		$	11,574		$	3,579		$	922		$	1
	0.96	%C		1.02	%		1.10	%		1.13	%		1.59	%		1.08	%C		1.71	%C		1.78	%		1.84	%		1.85	%		2.34	%		2.14	%C
	0.96	%C		1.04	%		1.10	%		1.09	%		1.10	%		1.08	%C		1.71	%C		1.79	%		1.85	%		1.83	%		1.82	%		1.86	%C
	1.41	%C		1.68	%		1.31	%		1.62	%		1.47	%		1.51	%C		0.66	%C		0.94	%		0.51	%		0.88	%		0.66	%		0.20	%C
	1.41	%C		1.67	%		1.30	%		1.66	%		1.95	%		1.51	%C		0.66	%C		0.93	%		0.50	%		0.90	%		1.18	%		0.48	%C
	21	%B		34	%		56	%		58	%		47	%		40	%D		21	%B		34	%		56	%		58	%		47	%		40	%D

49

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	AMR Class
	Six Months Ended April 30, 2015			Year Ended October 31,
				2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	15.80		$	15.44		$	13.54		$	12.27		$	12.02		$	11.31
Income from investment operations:
Net investment income		0.19			0.39			0.27			0.31			0.34			0.35
Net gains from investments (both realized and unrealized)		0.45			1.28			2.27			1.34			0.27			1.07
Total income from investment operations		0.64			1.67			2.54			1.65			0.61			1.42
Less distributions:
Dividends from net investment income		(0.09	)		(0.48	)		(0.33	)		(0.38	)		(0.36	)		(0.71	)
Distributions from net realized gains		(0.78	)		(0.83	)		(0.31	)		—			—			—
Total distributions		(0.87	)		(1.31	)		(0.64	)		(0.38	)		(0.36	)		(0.71	)
Net asset value, end of period	$	15.57		$	15.80		$	15.44		$	13.54		$	12.27		$	12.02
Total return A		4.14	%B		11.40	%		19.32	%		13.55	%		5.09	%		12.84	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	730,346		$	681,527		$	640,579		$	710,816		$	734,927		$	748,422
Ratios to average net assets:
Expenses, before reimbursements		0.30	%C		0.32	%		0.33	%		0.32	%		0.33	%		0.33	%
Expenses, net of reimbursements		0.30	%C		0.32	%		0.33	%		0.32	%		0.33	%		0.33	%
Net investment income, before reimbursements		2.07	%C		2.45	%		2.29	%		2.57	%		2.75	%		2.92	%
Net investment income, net of reimbursements		2.07	%C		2.45	%		2.29	%		2.57	%		2.75	%		2.92	%
Portfolio turnover rate		21	%B		34	%		56	%		58	%		47	%		40	%

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

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51

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30, 2015			Year Ended October 31,
				2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	14.76		$	14.33		$	10.95		$	9.73		$	9.27		$	7.57
Income from investment operations:
Net investment income (loss)		0.08			0.12			0.13			0.14			0.09			0.08
Net gains from investments (both realized and unrealized)		0.76			1.27			3.93			1.21			0.48			1.67
Total income from investment operations		0.84			1.39			4.06			1.35			0.57			1.75
Less distributions:
Dividends from net investment income		(0.10	)		(0.11	)		(0.20	)		(0.13	)		(0.11	)		(0.05	)
Distributions from net realized gains		(0.45	)		(0.85	)		(0.48	)		—			—			—
Total distributions		(0.55	)		(0.96	)		(0.68	)		(0.13	)		(0.11	)		(0.05	)
Redemption fees added to beneficial interestsB		—			—			—			—			—			—
Net asset value, end of period	$	15.05		$	14.76		$	14.33		$	10.95		$	9.73		$	9.27
Total return C		5.75	%D		10.20	%		39.18	%		14.07	%		6.08	%		23.19	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	256,218		$	193,635		$	72,207		$	34,208		$	33,441		$	2,778
Ratios to average net assets:
Expenses, before reimbursements or recoupments		0.84	%F		0.89	%		0.99	%		1.06	%		1.10	%		1.06	%
Expenses, net of reimbursements or recoupments		0.84	%F		0.93	%		0.98	%		0.98	%		0.97	%		0.98	%
Net investment income (loss), before reimbursements or recoupments		1.07	%F		0.92	%		1.05	%		1.17	%		0.91	%		0.90	%
Net investment income, net of reimbursements or recoupments		1.07	%F		0.88	%		1.06	%		1.25	%		1.04	%		0.99	%
Portfolio turnover rate		13	%D		24	%		48	%		87	%		107	%		40	%

^A Lee Munder Capital Group, LLC was added as an investment manager to the Mid-Cap Value Fund on July 1, 2011.

^B Amounts represent less than $0.01 per share.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D Not annualized.

^E Based on average shares outstanding.

^F Annualized.

^G Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

52

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six Months Ended April 30, 2015			Year Ended October 31,												March 1 to Oct. 31, 2010			Six Months Ended April 30, 2015			Year Ended October 31,
			2014			2013			2012			2011A									2014			2013			2012			2011A			2010
(unaudited)																		(unaudited)
$	14.66		$	14.25		$	10.92		$	9.72		$	9.27		$	8.48		$	14.89		$	14.47		$	10.98		$	9.71		$	9.20		$	7.54
	0.08			0.18			0.17			0.13			0.08			0.06			0.07			0.16			0.23			0.34			(0.03	)E		0.06
	0.76			1.19			3.86			1.21			0.48			0.73			0.76			1.21			3.83			1.00			0.63			1.65
	0.84			1.37			4.03			1.34			0.56			0.79			0.83			1.37			4.06			1.34			0.60			1.71
	(0.10	)		(0.11	)		(0.22	)		(0.14	)		(0.11	)		—			(0.09	)		(0.10	)		(0.09	)		(0.07	)		(0.09	)		(0.05	)
	(0.45	)		(0.85	)		(0.48	)		—			—			—			(0.45	)		(0.85	)		(0.48	)		—			—			—
	(0.55	)		(0.96	)		(0.70	)		(0.14	)		(0.11	)		—			(0.54	)		(0.95	)		(0.57	)		(0.07	)		(0.09	)		(0.05	)
	—			—			—			—			—			—			—			—			—			—			—			—
$	14.95		$	14.66		$	14.25		$	10.92		$	9.72		$	9.27		$	15.18		$	14.89		$	14.47		$	10.98		$	9.71		$	9.20
	5.80	%D		10.15	%		38.99	%		13.97	%		5.98	%		9.32	%D		5.65	%D		9.99	%		38.69	%		13.84	%		6.49	%		22.77	%
$	59,673		$	31,075		$	2,814		$	516		$	52		$	1		$	295,281		$	246,405		$	17,871		$	4,157		$	1,812		$	35,223
	0.93	%F		0.98	%		1.11	%		1.28	%		11.62	%		1.05	%F		1.08	%F		1.13	%		1.25	%		1.44	%		1.32	%		1.27	%
	0.93	%F		0.98	%		1.08	%		1.06	%		1.06	%		1.01	%F		1.08	%F		1.14	%		1.23	%		1.23	%		1.23	%		1.23	%
	0.98	%F		0.80	%		0.79	%		0.82	%		(9.44	)%		0.93	%F		0.85	%F		0.61	%		0.68	%		0.75	%		1.33	%		0.70	%
	0.98	%F		0.80	%		0.82	%		1.03	%		1.12	%		0.97	%F		0.85	%F		0.60	%		0.70	%		0.96	%		1.42	%		0.75	%
	13	%D		24	%		48	%		87	%		107	%		40	%G		13	%D		24	%		48	%		87	%		107	%		40	%

53

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30, 2015			Year Ended October 31,
				2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	14.46		$	14.07		$	10.81		$	9.56		$	9.12		$	7.49
Income from investment operations:
Net investment income (loss)		0.04			0.11			0.11			0.05			0.07			0.07
Net gains from investments (both realized and unrealized)		0.75			1.17			3.83			1.23			0.45			1.61
Total income from investment operations		0.79			1.28			3.94			1.28			0.52			1.68
Less distributions:
Dividends from net investment income		(0.07	)		(0.04	)		(0.20	)		(0.03	)		(0.08	)		(0.05	)
Distributions from net realized gains		(0.45	)		(0.85	)		(0.48	)		—			—			—
Total distributions		(0.52	)		(0.89	)		(0.68	)		(0.03	)		(0.08	)		(0.05	)
Redemption fees added to beneficial interestsB		—			—			—			—			—			—
Net asset value, end of period	$	14.73		$	14.46		$	14.07		$	10.81		$	9.56		$	9.12
Total return C		5.55	%D		9.58	%		38.43	%		13.44	%		5.65	%		22.53	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	8,951		$	7,149		$	728		$	465		$	37		$	78
Ratios to average net assets:
Expenses, before reimbursements or recoupments		1.35	%E		1.40	%		1.61	%		1.99	%		1.98	%		1.55	%
Expenses, net of reimbursements or recoupments		1.35	%E		1.46	%		1.49	%		1.48	%		1.49	%		1.44	%
Net investment income (loss), before reimbursements or recoupments		0.58	%E		0.35	%		0.46	%		0.10	%		0.21	%		0.36	%
Net investment income (loss), net of reimbursements or recoupments		0.58	%E		0.30	%		0.58	%		0.61	%		0.69	%		0.47	%
Portfolio turnover rate		13	%D		24	%		48	%		87	%		107	%		40	%

^A Lee Munder Capital Group, LLC was added as an investment manager to the Mid-Cap Value Fund on July 1, 2011.

^B Amounts represent less than $0.01 per share.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D Not annualized.

^E Annualized.

^F Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

54

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

A Class																		C Class
Six Months Ended April 30, 2015			Year Ended October 31,												May 17 to Oct. 31, 2010			Six Months Ended April 30, 2015			Year Ended October 31,												Sept. 1 to Oct. 31, 2010
			2014			2013			2012			2011A									2014			2013			2012			2011A
(unaudited)																		(unaudited)
$	14.43		$	14.09		$	10.82		$	9.61		$	9.18		$	9.00		$	14.08		$	13.81		$	10.70		$	9.56		$	9.18		$	8.30
	0.05			0.13			0.14			0.09			0.11			0.01			0.00			0.08			0.11			0.06			0.05			(0.01	)
	0.76			1.16			3.80			1.20			0.40			0.17			0.73			1.09			3.67			1.15			0.38			0.89
	0.81			1.29			3.94			1.29			0.51			0.18			0.73			1.17			3.78			1.21			0.43			0.88
	(0.06	)		(0.10	)		(0.19	)		(0.08	)		(0.08	)		—			—			(0.05	)		(0.19	)		(0.07	)		(0.05	)		—
	(0.45	)		(0.85	)		(0.48	)		—			—			—			(0.45	)		(0.85	)		(0.48	)		—			—			—
	(0.51	)		(0.95	)		(0.67	)		(0.08	)		(0.08	)		—			(0.45	)		(0.90	)		(0.67	)		(0.07	)		(0.05	)		—
	—			—			—			—			—			—			—			—			—			—			—			—
$	14.73		$	14.43		$	14.09		$	10.82		$	9.61		$	9.18		$	14.36		$	14.08		$	13.81		$	10.70		$	9.56		$	9.18
	5.65	%D		9.68	%		38.39	%		13.56	%		5.49	%		2.00	%D		5.24	%D		8.88	%		37.32	%		12.75	%		4.64	%		10.60	%D
$	19,608		$	18,345		$	1,667		$	264		$	101		$	18		$	5,999		$	5,104		$	905		$	254		$	22		$	1
	1.24	%E		1.33	%		1.48	%		1.61	%		3.44	%		1.51	%E		2.01	%E		2.12	%		2.25	%		2.46	%		19.14	%		3.20	%E
	1.24	%E		1.33	%		1.49	%		1.49	%		1.48	%		1.48	%E		2.01	%E		2.13	%		2.24	%		2.22	%		2.24	%		2.24	%E
	0.70	%E		0.42	%		0.44	%		0.56	%		(1.36	)%		0.44	%E		(0.09	)%E		(0.33	)%		(0.27	)%		(0.40	)%		(16.96	)%		(1.32	)%E
	0.70	%E		0.42	%		0.43	%		0.68	%		0.60	%		0.47	%E		(0.09	)%E		(0.34	)%		(0.26	)%		(0.15	)%		(0.06	)%		(0.36	)%E
	13	%D		24	%		48	%		87	%		107	%		40	%F		13	%D		24	%		48	%		87	%		107	%		40	%F

55

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	AMR Class
	Six
	Months
	Ended
	April 30,			Year Ended October 31,
	2015			2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	14.80		$	14.35		$	10.96		$	9.73		$	9.27		$	7.59
Income from investment operations:
Net investment income		0.11			0.18			0.15			0.24			0.15			0.10
Net gains from investments (both realized and unrealized)		0.75			1.25			3.94			1.14			0.43			1.66
Total income from investment operations		0.86			1.43			4.09			1.38			0.58			1.76
Less distributions:
Dividends from net investment income		(0.13	)		(0.13	)		(0.22	)		(0.15	)		(0.12	)		(0.08	)
Distributions from net realized gains		(0.45	)		(0.85	)		(0.48	)		—			—			—
Total distributions		(0.58	)		(0.98	)		(0.70	)		(0.15	)		(0.12	)		(0.08	)
Redemption fees added to beneficial interestsB		—			—			—			—			—			—
Net asset value, end of period	$	15.08		$	14.80		$	14.35		$	10.96		$	9.73		$	9.27
Total return C		5.87	%D		10.53	%		39.43	%		14.34	%		6.20	%		23.28	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	122,193		$	122,292		$	125,744		$	76,273		$	56,963		$	64,012
Ratios to average net assets:
Expenses, before reimbursements		0.58	%E		0.65	%		0.73	%		0.78	%		0.83	%		0.77	%
Expenses, net of reimbursements		0.58	%E		0.65	%		0.73	%		0.78	%		0.83	%		0.77	%
Net investment income, before reimbursements		1.37	%E		1.21	%		1.32	%		1.46	%		1.34	%		1.19	%
Net investment income, net of reimbursements		1.37	%E		1.21	%		1.32	%		1.46	%		1.34	%		1.19	%
Portfolio turnover rate		13	%D		24	%		48	%		87	%		107	%		40	%

^A Lee Munder Capital Group, LLC was added as an investment manager to the Mid-Cap Value Fund on July 1, 2011.

^B Amounts represent less than $0.01 per share.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D Not annualized.

^E Annualized.

56

American Beacon Small Cap Value II Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Investor Class
	Six
	Months									Nov. 15
	Ended			Year Ended						to
	April 30,			October 31,						Oct. 31,
	2015			2014			2013			2012A
	(unaudited)
Net asset value, beginning of period	$	14.36		$	14.00		$	10.67		$	10.00
Income from investment operations:
Net investment income (loss)		(0.35	)		(0.01	)		0.01			0.01
Net gains on investments (both realized and unrealized)		1.00			1.13			3.52			0.67
Total income from investment operations		0.65			1.12			3.53			0.68
Less distributions:
Dividends from net investment income		—			—			(0.05	)		(0.01	)
Distributions from net realized gains		(2.60	)		(0.76	)		(0.15	)		—
Total distributions		(2.60	)		(0.76	)		(0.20	)		(0.01	)
Net asset value, end of period	$	12.41		$	14.36		$	14.00		$	10.67
Total return B		5.23	%C		8.22	%		33.55	%		6.82	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	345		$	2,536		$	2,364		$	1,640
Ratios to average net assets:
Expenses, before reimbursements		2.77	%D		2.28	%		3.11	%		4.80	%D
Expenses, net of reimbursements		1.37	%D		1.37	%		1.37	%		1.33	%D
Net investment (loss), before reimbursements		(1.58	)%D		(1.01	)%		(1.68	)%		(3.39	)%D
Net investment income (loss), net of reimbursements		(0.18	)%D		(0.10	)%		0.06	%		0.08	%D
Portfolio turnover rate		43	%C		107	%		71	%		82	%C,E

^A November 15, 2011 is the inception date of the Small Cap Value II Fund.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized.

^E Portfolio turnover rate is for the period from November 15, 2011 through October 31, 2012.

57

Results of Shareholder Meeting

(Unaudited)

Special meetings of shareholders of each of the portfolios of the American Beacon Funds (the “Trust”) were held on April 7 and April 28, 2015. The shareholders of the Balanced, Mid-Cap Value, and Small Cap Value II Funds (the “Funds”) approved a new investment management agreement between American Beacon Advisors, Inc. and the Funds. This proposal required a majority of shareholders of each Fund to achieve a quorum. The following are the results of the shareholder votes for this proposal:

Funds	For		Against		Abstain		Non-Voting
Balanced		785,874,263.69		1,269,741.04		1,852,167.45		192,389,890.64
Mid-Cap Value		305,511,000.55		698,760.67		1,370,575.27		101,028,297.64
Small Cap Value II		4,351,220.89		0		0		174,336.40

Special meetings of shareholders of the Trust were held on April 7 and April 28, 2015. The shareholders of the Trust approved the re-election of nine of the current Trustees to the Board of the American Beacon Trust and to elect two additional Trustees to the Board. This proposal required a majority of the shareholders of the Trust to achieve a quorum. The following are the results of the election of each Trustee:

Gilbert G. Alvarado
Affirmative	17,498,277,594.15
Withhold	242,060,281.87
Joseph B. Armes
Affirmative	17,495,833,591.04
Withhold	244,504,284.98
Gerard J. Arpey
Affirmative	17,502,516,555.24
Withhold	237,821,320.78
W. Humphrey Bogart
Affirmative	17,374,854,476.19
Withhold	365,483,399.83
Brenda A. Cline
Affirmative	17,504,753,521.13
Withhold	235,584,354.89
Eugene J. Duffy
Affirmative	17,272,913,641.26
Withhold	467,424,234.76
Thomas M. Dunning
Affirmative	17,494,495,630.88
Withhold	245,842,245.14
Alan D. Feld
Affirmative	15,741,742,569.13
Withhold	1,998,595,306.89
Richard A. Massman
Affirmative	17,494,285,443.12
Withhold	246,052,432.90
Barbara J. McKenna
Affirmative	17,278,477,252.86
Withhold	461,860,623.16
R. Gerald Turner
Affirmative	17,496,133,103.13
Withhold	244,204,772.89

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Delivery of Documents

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shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, Investor, and Advisor Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules	Availability of Proxy Voting Policy and Records
In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of the Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately twenty days after the end of each month.	A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services, LLC Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds, American Beacon Balanced Fund, American Beacon Mid-Cap Value Fund, and American Beacon Small Cap Value II Fund are service marks of American Beacon Advisors, Inc.

SAR 4/15    

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overviews	2
Schedules of Investments:
High Yield Bond Fund	12
Retirement Income and Appreciation Fund	23
Intermediate Bond Fund	30
Short-Term Bond Fund	39
Financial Statements	41
Notes to the Financial Statements	45
Financial Highlights	62
Additional Information	Back Cover

S&P credit ratings for long-term obligations (or issuers thereof) are AAA, AA, A, BBB, BB, B, CCC, CC, C and D in decreasing order. For example, obligations rated AAA are judged to be of the highest quality, BBB to be of medium grade, CCC are judged to be speculative and obligations rated D are in default. Obligations rated in one of the four highest categories are considered to be investment grade while all other ratings are considered non-investment grade.

This may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor’s. Reproduction and distribution of third-party content in any form is prohibited except with the prior written permission of the related third party. Third-party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such content. THIRD-PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD-PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES OR LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes and should not be relied on as investment advice.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and each Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2015

Dear Shareholders,   Following fourth quarter 2014’s modest gains, fixed-income securities experienced mixed results and volatile trading in the first quarter of 2015. The European Central Bank’s (“ECB”) decision to adopt an asset purchase program similar to that of the U.S. Federal Reserve’s benefited the asset class. While purchasing U.S. obligations isn’t necessarily part of the ECB program, the decision did create ripples in the domestic fixed-income markets. In addition, U.S. Treasury obligations made gains due to markets viewing the lack of inflation as an indication that lower interest rates would remain in place longer than expected.

For the six months ended April 30, 2015:

• American Beacon High Yield Bond Fund (Investor Class) returned -0.52%.

• American Beacon Retirement Income and Appreciation Fund (Investor Class) returned 2.03%.

• American Beacon Intermediate Bond Fund (Investor Class) returned 1.88%.

• American Beacon Short-Term Bond Fund (Investor Class) returned 0.00%.

American Beacon Advisors is proud to offer a variety of funds that allow investors to take advantage of different asset classes. We identify and partner with experienced asset managers from across all asset classes to help protect our shareholders’ portfolios over the long term.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon High Yield Bond Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Investor Class of the High Yield Bond Fund (the “Fund”) returned -0.52% for the six months ended April 30, 2015 and trailed the JPMorgan Global High-Yield Index (the “Index”) return of 1.05%.

Total Returns for the Period ended 4/30/15

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,7)		(0.49	)%		(0.88	)%		7.08	%		6.60	%
Y Class (1,2,7)		(0.21	)%		(0.68	)%		6.95	%		6.54	%
Investor Class (1,7)		(0.52	)%		(1.14	)%		6.84	%		6.36	%
A Class with sales charge (1,4,7)		(5.15	)%		(5.76	)%		5.86	%		5.86	%
A Class without sales charge (1,4,7)		(0.47	)%		(1.06	)%		6.89	%		6.38	%
C Class with sales charge (1,5,7)		(1.83	)%		(2.69	)%		6.10	%		5.99	%
C Class without sales charge (1,5,7)		(0.83	)%		(1.69	)%		6.10	%		5.99	%
AMR Class (1,3,7)		(0.32	)%		(0.57	)%		7.40	%		6.83	%
JPMorgan Global High-Yield Index (6)		1.05	%		2.12	%		8.45	%		8.46	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Institutional Class of the Fund has been waived since 2013. Performance prior to waiving fees was lower than the actual returns shown since 2013. A portion of the fees charged to the Investor Class of the Fund has been waived since 2013. Performance prior to waiving fees was lower than the actual returns shown since 2013.

2. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/05 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/05. A portion of the fees charged to the Y Class of the Fund was waived from 2011 through 2013 and partially recovered in 2014. Performance prior to waiving fees was lower than the actual returns shown from 2011 through 2013.

3. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/05 up to 9/4/07, the inception date of the AMR Class, and the returns of the AMR Class since its inception. Expenses of the AMR Class are lower than those of the Institutional Class. As a result, total returns shown may be lower than they would have been had the AMR Class been in existence since 4/30/05.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to

5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/05. A portion of the fees charged to the A Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual return shown since 2010. The maximum sales charge for A Class is 4.75%.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/05. A portion of the fees charged to the C Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

6. The JPMorgan Global High-Yield Index (“JPMorgan Index”) is an unmanaged index of fixed income securities of domestic and foreign issuers with a maximum credit rating of BB+ or Ba1. Issues must be publicly registered or issued under Rule 144A under the Securities Act of 1933, with a minimum issue size of $75 million (par amount). A maximum of two issues per issuer are included in the JPMorgan Index. Convertible bonds, preferred stock, and floating-rate bonds are excluded from the JPMorgan Index. One cannot directly invest in an index.

7. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A, C, and AMR Class shares was 0.88%, 0.94%, 1.11%, 1.24%, 2.00%, and 0.59%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund’s relative returns versus the Index were dragged down by security selection among the various economic sectors and credit quality categories. Also hindering the Fund’s returns, but to a lesser degree, were sector and credit quality allocations versus the Index.

From a sector issue selection standpoint, issue selections in the Energy and Manufacturing sectors had a negative impact on the Fund’s relative returns. The Fund’s holdings within these categories trailed those within the Index. This was slightly offset by positive issue selection within the Consumer and Telecom sectors.

                From a sector allocation perspective, the Fund’s overweight to the struggling Energy sector detracted from relative returns. The Energy sector was the worst performing sector for the six month period as it fell 3.7%.

2

American Beacon High Yield Bond Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

From a credit quality perspective, issue selections in the B-rated credit group and the CCC-rated credit group negatively impacted the Fund’s relative returns.

From a credit quality allocation perspective, the Fund’s allocation to securities outside of the traditional high yield credit rating categories such as cash and BBB-rated securities detracted from returns.

The sub-advisors’ “bottom-up,” research intensive investment process, which focuses on companies with strong cash flow and fundamental credit strength, remains in place.

Top Ten Holdings (% Net Assets)

iHeartCommunications, Inc., 9.00%, Due 3/1/2021		0.8
Cenveo Corp., 11.50%, Due 5/15/2017		0.7
Radio One, Inc., 9.25%, Due 2/15/2020, 144A		0.7
Royal Bank of Scotland Group PLC, 6.125%, Due 12/15/2022		0.6
Wind Acquisition Finance S.A., 7.375%, Due 4/23/2021, 144A		0.6
ArcelorMittal, 6.00%, Due 3/1/2021		0.6
CSC Holdings LLC, 6.75%, Due 11/15/2021		0.6
Family Tree Escrow LLC, 5.75%, Due 3/1/2023, 144A		0.5
HD Supply, Inc., 7.50%, Due 7/15/2020		0.5
VPI Escrow Corp., 6.375%, Due 10/15/2020, 144A		0.5
Total Fund Holdings	489

Sector Weightings (% Fixed Income)

Service	31.6
Manufacturing	21.7
Energy	17.2
Telecommunications	11.4
Finance	8.6
Consumer	3.6
Utilities	3.0
Transportation	2.0
Equity	0.5
Gas	0.2
Convertible Obligations	0.2

Investments in high yield securities are subject to greater levels of credit, interest rate, market and liquidity risks than investment-grade securities. Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. Investing in small- and medium-capitalization stocks may involve greater volatility and lower liquidity than larger company stocks. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

3

American Beacon Retirement Income and Appreciation Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Investor Class of the Retirement Income and Appreciation Fund (the “Fund”) returned 2.03% for the six months ended April 30, 2015. Its blended benchmark, consisting of 75% of the Barclays Capital Aggregate Index (the “Aggregate Index”) and 25% of the BofA Merrill Lynch All U.S. Convertibles Index (the “ML Index”) (combined the “Retirement Income and Appreciation Composite Index”), returned 2.55%.

Total Returns for the Period ended 4/30/15

	6 Months*			1 Year			5 Years			10 Years
Y Class (1,2,7)		2.19	%		4.48	%		5.03	%		5.20	%
Investor Class (1,7)		2.03	%		4.11	%		4.73	%		5.06	%
A Class with sales charge (1,3,7)		(0.96	)%		1.07	%		3.71	%		4.54	%
A Class without sales charge (1,3,7)		2.03	%		4.14	%		4.72	%		5.05	%
C Class with sales charge (1,4,7)		0.67	%		2.35	%		3.92	%		4.65	%
C Class without sales charge (1,4,7)		1.67	%		3.35	%		3.92	%		4.65	%
Retirement Income and Appreciation Composite Index (6)		2.55	%		5.62	%		5.87	%		5.77	%
Barclays Capital Aggregrate Index (5)		2.06	%		4.46	%		4.12	%		4.75	%
BofA Merrill Lynch All U.S. Convertibles Index (5)		3.91	%		8.95	%		10.85	%		8.38	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the ten-year period represents the returns achieved by the Investor Class from 4/30/05 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are lower than those of the Investor Class. As a result, total returns shown may be lower than they would have been had the Y Class been in existence since 4/30/05. A portion of the fees charged to the Y Class has been waived since 2011. Performance prior to waiving fees was lower than the actual returns shown since 2011.

3. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to 5/17/10, the inception date of the A Class and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be

higher than they would have been had the A Class been in existence since 4/30/05. A portion of the fees charged to the A Class has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 2.50%.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to 9/1/10, the inception date of the C Class and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/05. A portion of the fees charged to the C Class has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.

5. The Barclays Capital Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities. The BofA Merrill Lynch All U.S. Convertibles Index is an unmanaged index of domestic securities of all quality grades that are convertible into U.S. dollar-denominated common stock, ADRs or cash equivalents. One cannot directly invest in an index.

6. To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and convertible securities, the returns of the Barclays Capital Aggregate Index and the BofA Merrill Lynch All U.S. Convertibles Index have been combined in a 75%/25% proportion.

7. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Y, Investor, A and C Class shares was 0.91%, 1.16%, 1.21% and 1.96%, respectively. The expense ratio above may vary from the expense ratio presented in other sections of this report that is based on expenses incurred during the period covered by this report.

Approximately 75% of the Fund’s assets are allocated to American Beacon Advisors, Inc. (the “Manager”) and are primarily invested in income-producing, short- and intermediate-term investment grade bonds. The remaining 25% of the assets are managed by a sub-advisor that invests in securities including convertible and high yield bonds, convertible preferred stock, and equities in order to try to enhance the overall return of the Fund.

During the six-month period, the investment-grade portion of the Fund returned 2.26% before expenses, outperforming the 2.06% return for the Aggregate Index. This segment of the Fund’s outperformance is attributable to a combination of favorable sector, duration and credit quality allocations. Good security selection also added relative value.

4

American Beacon Retirement Income and Appreciation Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

During the period, the portfolio’s overweight allocation in the Finance sector contributed to returns. An underweight position in Mortgage Backed Securities, as well as good security selection in this sector, added relative value. The portfolio’s exposure to U.S. Treasuries also proved beneficial.

The portfolio’s underweight allocation among the 3 to 5 year duration range and overweight position in the 7 to 10 year duration range, contributed to performance. Sector positioning in the various credit quality categories also enhanced returns. During the period, the portfolio’s overweight of A-rated bonds added relative value.

The remaining portion of the Fund, managed by the Fund’s sub-advisor, returned 3.31% before expenses. These results trailed the 3.91% return of the ML Index. This segment’s underperformance was attributable to less favorable security selection.

Security selection within the Health Care sector detracted approximately 55 basis points (0.55%) from performance. Securities held in the Financials sector also underperformed, detracting more than 60 basis points (0.60%). The Consumer Discretionary sector also lagged the ML Index. The aforementioned poor performance was somewhat offset by good security selection in the Information Technology sector which added approximately 45 basis points (0.45%) to the portfolio’s returns.

The Manager and the Fund’s sub-advisor remain focused on the Fund’s investment objectives of generating income and capital appreciation.

Top Ten Holdings (% Net Assets)

Ginnie Mae REMIC Trust, 3.20%, Due 11/16/2044		2.9
Freddie Mac Gold Pool, 3.50%, Due 6/1/2042		2.0
Ginnie Mae REMIC Trust, 2.17%, Due 4/16/2041		1.8
Ginnie Mae REMIC Trust, 1.45%, Due 4/16/2039		1.7
Fannie Mae Pool, 5.00%, Due 1/1/2041		1.4
Fannie Mae Pool, 3.00%, Due 6/1/2043		1.3
National Credit Union Administration, 0.625%, Due 3/11/2020		1.2
ING Bank N.V., 3.75%, Due 3/7/2017, 144A		1.1
Fannie Mae TBA, 3.50%, Due 5/13/2045		1.0
Bank of America Corp., 4.125%, Due 1/22/2024		1.0
Total Fund Holdings	237

Sector Allocation (% Equities)

Finance	33.2
Service	13.6
Energy	10.5
Utilities	8.9
Manufacturing	8.8
Consumer	6.8
Health Care	4.8
Information Technology	4.4
Consumer Discretionary	3.7
Telecommunications	2.9
Financials	2.4

Sector Allocation (% Fixed Income)

U.S. Treasury Notes/Bonds	20.9
Finance	17.8
Manufacturing	14.5
Mortgage-Backed Obligations	13.0
Service	10.5
CMBS	10.1
Telecommunications	3.3
Energy	3.1
Utilities	2.4
Consumer	1.5
Asset-Backed Obligations	1.3
Transportation	1.2
Collateralized Mortgage Obligations	0.4

The use of fixed-income securities entails interest rate and credit risks. Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

5

American Beacon Intermediate Bond Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Investor Class of the Intermediate Bond Fund (the “Fund”) returned 1.88% for the six months ended April 30, 2015, trailing the Barclays Capital Aggregate Index (the “Index”) return of 2.06% for the same period.

Total Returns for the Period ended 4/30/15

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,7)		1.99	%		4.10	%		3.87	%		4.78	%
Y Class (1,2,7)		1.88	%		3.81	%		3.63	%		4.65	%
Investor Class (1,3,7)		1.88	%		3.64	%		3.41	%		4.48	%
A Class with sales charge (1,4,7)		(3.05	)%		(1.38	)%		2.24	%		3.88	%
A Class without sales charge (1,4,7)		1.82	%		3.51	%		3.23	%		4.39	%
C Class with sales charge (1,5,7)		0.33	%		1.73	%		2.51	%		4.02	%
C Class without sales charge (1,5,7)		1.33	%		2.73	%		2.51	%		4.02	%
Barclays Capital Agg. Index (6)		2.06	%		4.46	%		4.12	%		4.75	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/05 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/05. A portion of the fees charged to the Y Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.

3. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/05 up to 3/2/09, the inception date of the Investor Class, and the returns of the Investor Class since its inception. Expenses of the Investor Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Investor Class been in existence since 4/30/05. A portion of the fees charged to the Investor Class of the Fund has been waived since 2009. Performance prior to waiving fees was lower than the actual returns shown since 2009.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/05 through 3/2/09, the Investor Class from 3/2/09 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/05. A portion of the fees charged to the A Class of the Fund has been waived since 2010. Performance prior

to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 4.75%.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/05 through 3/2/09, the Investor Class from 3/2/09 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/05. A portion of the fees charged to the C Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge is 1.00% for shares redeemed within one year of the date of purchase.

6. The Barclays Capital Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities. One cannot directly invest in an index.

7. The total annual Fund operating expense ratios set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A and C Class shares was 0.33%, 0.71%, 0.91%, 1.00%, and 1.78%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that is based on expenses incurred during the period covered by this report.

Prior to the deduction of expenses, the Fund outperformed the Index as security selection added relative value. The Fund’s U.S. Treasury exposure and its Mortgage-Backed Securities holdings had a positive impact on performance, delivering higher returns versus the Index. However, the aforementioned good performance was slightly offset by the Fund’s positioning among the various sectors, which detracted from the Fund’s returns. Most of the poor performance related to sector allocation was due to the Fund’s overweight position in Asset-Backed Securities.

Positioning among the various credit quality categories benefited performance. Specifically, the Fund’s overweight allocation in the A-rated category added relative value.

Duration positioning during the period proved beneficial. Securities within the Fund with durations within the 1 to 3 and 3 to 5 year ranges outperformed the Index. The Fund’s overweight to securities within the 7 to 10 year range also added relative value.

The Fund’s investment managers remain focused on a conservative approach toward investing in the bond market and on issuer-specific opportunities.

6

American Beacon Intermediate Bond Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

Top Ten Holdings (% Net Assets)

Fannie Mae Pool, 3.00%, Due 6/1/2043		1.2
Fannie Mae TBA, 3.50%, Due 5/13/2045		1.2
Fannie Mae Pool, 4.50%, Due 4/1/2041		1.0
Fannie Mae Pool, 4.00%, Due 12/1/2040		0.9
Fannie Mae Pool, 3.00%, Due 8/1/2043		0.9
Freddie Mac Gold Pool, 3.00%, Due 7/1/2033		0.9
Ginnie Mae REMIC Trust, 2.17%, Due 4/16/2041		0.8
Freddie Mac Gold Pool, 3.50%, Due 6/1/2042		0.8
Ally Master Owner Trust, 1.21%, Due 6/15/2017		0.8
Ginnie Mae II Pool, 3.50%, Due 3/20/2045		0.7
Total Fund Holdings	393

Sector Weightings (% Fixed Income)

U.S. Treasury Notes/Bonds	25.7
Mortgage-Backed Obligations	23.5
Finance	15.7
Manufacturing	7.8
Commercial Mortgage Backed Obligations	5.9
Asset-Backed Obligations	5.2
Service	5.0
Energy	3.5
Telecommunications	3.0
Utilities	2.9
Consumer	1.0
Transportation	0.7
Collateralized Mortgage Obligations	0.1

The use of fixed-income securities entails interest rate and credit risks. Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

7

American Beacon Short-Term Bond Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

The Investor Class of the Short-Term Bond Fund (the “Fund”), which has a net annual expense ratio of 0.79%, returned 0.00% for the six-month period ended April 30, 2015 and underperformed the BofA Merrill Lynch 1-3 Year Gov/Corp Index (the “Index”) return of 0.54%.

Total Returns for the Period ended 4/30/15

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,6)		0.34	%		0.48	%		1.32	%		2.79	%
Y Class (1,2,6)		0.08	%		0.19	%		1.13	%		2.70	%
Investor Class (1,6)		0.00	%		0.04	%		0.89	%		2.34	%
A Class with sales charge (1,3,6)		(2.45	)%		(2.40	)%		0.32	%		2.06	%
A Class without sales charge (1,3,6)		0.02	%		0.06	%		0.84	%		2.32	%
C Class with sales charge (1,4,6)		(1.33	)%		(1.63	)%		0.16	%		1.97	%
C Class without sales charge (1,4,6)		(0.33	)%		(0.63	)%		0.16	%		1.97	%
BofA Merrill Lynch 1-3 Yr. Gov./Corp. Index (5)		0.54	%		1.04	%		1.35	%		2.90	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Investor Class of the Fund has been waived since 2005. Performance prior to waiving fees was lower than the actual returns shown since 2005.

2. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/05 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/05. A portion of the fees charged to the Y Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.

3. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/05. A portion of the fees charged to the A Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 2.50%.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/05 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than

those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/05. A portion of the fees charged to the C Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge is 1.00% for shares redeemed within one year of the date of purchase.

5. The BofA Merrill Lynch 1-3 Yr. Gov./Corp. Index is a market value weighted performance benchmark for government and corporate fixed-rate debt securities with maturities between one and three years. One cannot directly invest in an index.

6. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A and C Class shares was 0.38%, 0.73%, 0.91%, 1.05%, and 1.78%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund held overweight positions in the major credit sectors, including investment-grade Corporate and Asset-Backed securities, which outperformed as the economy improved. The Fund was also overweight Agency Mortgage-Backed securities which outperformed in response to investor demand for yield. The soft economic data from the first quarter of 2015 caused investors to question the durability of the recovery, but subsequent releases indicated a continued modest expansion.

The Fund’s duration position, however, led to its underperformance as the portfolio earned less yield than that of the Index. Interest rates were essentially flat at the short end of the yield curve during the period, as such the longer-dated securities outperformed. The Fund’s average duration was approximately 1.3 versus 1.9 for the Index.

Given the unusually low levels of interest rates, we have maintained a short duration to protect the Fund from an ultimate rise in rates. Assuming that economy continues to grow at its recent trajectory, Fed is expected to begin gradually raising interest rates in 3Q’15.

We will continue to look for opportunity in this low interest rate environment and strive to protect the Fund from volatility across the globe. We will maintain our conservative approach toward credit and interest rate risk and seek to outperform over the long term on a risk-adjusted basis.

8

American Beacon Short-Term Bond Fund^SM

Performance Overview

April 30, 2015 (Unaudited)

Top Ten Holdings (% Net Assets)

Verizon Communications, Inc., 1.35%, Due 6/9/2017		3.1
Citibank Credit Card Issuance Trust, 1.32%, Due 9/7/2018		3.1
Bank America Corp., 3.625%, Due 3/17/2016		2.8
National Credit Union Administration, 0.674%, Due 1/8/2020		2.5
National Credit Union Administration, 0.625%, Due 3/11/2020		2.4
Deutsche Bank AG/London, 3.25%, Due 1/11/2016		2.3
Wells Fargo & Company, 3.676%, Due 6/15/2016		2.2
Daimler Finance North America LLC, 3.00%, Due 3/28/2016, 144A		2.2
JPMorgan Chase & Co., 3.45%, Due 3/1/2016		2.2
Chrysler Capital Auto Receivables Trust, 0.91%, Due 4/16/2018, 144A		2.1
Total Fund Holdings	62

Sector Weightings (% Fixed Income)

Finance	30.4
Asset-Backed Obligations	23.9
U.S. Treasury Notes/Bonds	18.7
Manufacturing	7.9
Service	7.5
Telecommunications	6.9
Commercial Mortgage Backed Securities	2.8
Consumer	1.2
Utilities	0.7

The use of fixed-income securities entails interest rate and credit risks. Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

9

American Beacon Funds^SM

Fund Expenses

April 30, 2015 (Unaudited)

Fund Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees if applicable, and (2) ongoing costs, including management fees, administrative service fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in a particular Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2014 through April 30, 2015.

Actual Expenses

The following tables provide information about actual account values and actual expenses. You may use the information on this page, 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 “Expenses Paid During Period” for the applicable Fund to estimate the expenses you paid on your account during this period. Shareholders that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The following tables provide information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in a particular Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by a Fund, such as sales charges (loads) or redemption fees as applicable. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the following tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

10

American Beacon Funds^SM

Fund Expenses

April 30, 2015 (Unaudited)

High Yield Bond Fund

	Beginning Account Value 11/1/14		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Institutional Class
Actual	$	1,000.00	$	995.08	$	4.30
Hypothetical **	$	1,000.00	$	1,020.48	$	4.36
Y Class
Actual	$	1,000.00	$	997.88	$	4.76
Hypothetical **	$	1,000.00	$	1,020.03	$	4.81
Investor Class
Actual	$	1,000.00	$	994.80	$	5.39
Hypothetical **	$	1,000.00	$	1,019.39	$	5.46
A Class
Actual	$	1,000.00	$	995.29	$	5.05
Hypothetical **	$	1,000.00	$	1,019.74	$	5.11
C Class
Actual	$	1,000.00	$	991.71	$	8.74
Hypothetical **	$	1,000.00	$	1,016.02	$	8.85
AMR Class
Actual	$	1,000.00	$	996.82	$	2.92
Hypothetical **	$	1,000.00	$	1,021.87	$	2.96

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.87%, 0.96%, 1.09%, 1.02%, 1.77%, and 0.59% for the Institutional, Y, Investor, A, C, and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Retirement Income and Appreciation Fund

	Beginning Account Value 11/1/14		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Y Class
Actual	$	1,000.00	$	1,021.85	$	4.01
Hypothetical **	$	1,000.00	$	1,020.83	$	4.01
Investor Class
Actual	$	1,000.00	$	1,020.28	$	5.71
Hypothetical **	$	1,000.00	$	1,019.14	$	5.71
A Class
Actual	$	1,000.00	$	1,020.26	$	5.21
Hypothetical **	$	1,000.00	$	1,019.64	$	5.21
C Class
Actual	$	1,000.00	$	1,016.66	$	9.30
Hypothetical **	$	1,000.00	$	1,015.57	$	9.30

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.80%, 1.14%, 1.04%, and 1.86% for the Y, Investor, A, and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Intermediate Bond Fund

	Beginning Account Value 11/1/14		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Institutional Class
Actual	$	1,000.00	$	1,019.91	$	1.60
Hypothetical **	$	1,000.00	$	1,023.21	$	1.61
Y Class
Actual	$	1,000.00	$	1,018.81	$	3.25
Hypothetical **	$	1,000.00	$	1,021.57	$	3.26
Investor Class
Actual	$	1,000.00	$	1,018.77	$	3.95
Hypothetical **	$	1,000.00	$	1,020.88	$	3.96
A Class
Actual	$	1,000.00	$	1,018.22	$	4.45
Hypothetical **	$	1,000.00	$	1,020.38	$	4.46
C Class
Actual	$	1,000.00	$	1,013.34	$	8.14
Hypothetical **	$	1,000.00	$	1,016.71	$	8.15

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.32%, 0.65%, 0.79%, 0.89%, and 1.63% for the Institutional, Y, Investor, A, and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Short-Term Bond Fund

	Beginning Account Value 11/1/14		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Institutional Class
Actual	$	1,000.00	$	1,003.40	$	1.69
Hypothetical **	$	1,000.00	$	1,023.11	$	1.71
Y Class
Actual	$	1,000.00	$	1,000.80	$	3.17
Hypothetical **	$	1,000.00	$	1,021.62	$	3.21
Investor Class
Actual	$	1,000.00	$	1,000.03	$	3.92
Hypothetical **	$	1,000.00	$	1,020.88	$	3.96
A Class
Actual	$	1,000.00	$	1,000.23	$	3.72
Hypothetical **	$	1,000.00	$	1,021.08	$	3.76
C Class
Actual	$	1,000.00	$	996.74	$	7.23
Hypothetical **	$	1,000.00	$	1,017.55	$	7.30

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.34%, 0.64%, 0.79%, 0.75%, and 1.46% for the Institutional, Y, Investor, A, and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

11

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCKS - 0.14%
FINANCIALS - 0.05%
Other Finance - 0.05%
iPayment, Inc.A C D		28,688	$	92
MANUFACTURING - 0.02%
Other Manufacturing – 0.00%
Liberty Tire Recycling LLCA B C		13,053		—
Paper & Forest Products - 0.02%
Catalyst Paper Corp.C D		8,426		28
Total Manufacturing				28
MATERIALS - 0.00%
Paper & Forest Products - 0.00%
Verso Corp.C		1,132		2
SERVICE - 0.06%
Communications - 0.06%
Cengage Learning Holdings II Inc.C		1,154		29
Cengage Learning Holdings II LPE		3,169		80
Total Service				109
TRANSPORTATION - 0.01%
Other Transportation - 0.01%
CEVA Holding LLCA B C F		22		17
Total Common Stocks (Cost $404)				248
PREFERRED STOCKS - 0.30%
AGENCY- 0.03%
Federal Home Loan Mortgage Corporation - 0.03%
Federal Home Loan Mortgage Corp., 1.00%, Due 12/31/2049C F		10,000		50
FINANCE - 0.27%
Banks - 0.27%
Ally Financial, Inc., 7.00%, Due 12/31/2049G		93		95
Countrywide Capital V, 7.00%, Due 11/01/2036		15,000		384
Total Finance				479
Total Preferred Stocks (Cost $727)				529
CONVERTIBLE OBLIGATIONS - 0.15% (Cost $522)
Energy - 0.15%
Goodrich Petroleum Corp., 5.00%, Due 10/1/2032		435		257
CONVERTIBLE PREFERRED STOCKS - 0.02% (Cost $68)
TRANSPORTATION - 0.02%
Other Transportation - 0.02%
CEVA Holding LLC, Series A-2A B C		49		36
RIGHTS - 0.05%
TRANSPORTATION - 0.05%
Other Transportation - 0.02%
Horizon Lines, Inc., Exercise price $0.051, Expires 9/27/2036, Acquired 5/27/2008 – 5/10/2012, Cost $541A C L M		3,581,642		80
FINANCE - 0.00%
Other Finance - 0.00%
iPayment Holdings, Inc., Exercise price $0.40, Expires 12/29/22, Acquired 12/19/2012 – 01/15/2014, Cost $71A C G M		115,286		17
Total Rights (Cost $612)				97

See accompanying notes

12

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
CORPORATE OBLIGATIONS - 94.78%
Consumer - 3.39%
American Achievement Corp., 10.875%, Due 4/15/2016G	$	355	$	352
Beverages & More, Inc., 10.00%, Due 11/15/2018G		350		349
CEDC Finance Corp International, Inc., 10.00%, Due 4/30/2018H		150		141
Cott Beverages, Inc.,
6.75%, Due 1/1/2020G		300		314
5.375%, Due 7/1/2022G		240		231
Dean Foods Co., 6.50%, Due 3/15/2023G		425		438
Diamond Foods, Inc., 7.00%, Due 3/15/2019G		380		393
ESAL GmbH, 6.25%, Due 2/5/2023G		200		198
First Quality Finance Co. Inc., 4.625%, Due 5/15/2021G		364		342
Innovation Ventures LLC, 9.50%, Due 8/15/2019B G		375		386
JBS Investments GmbH, 7.75%, Due 10/28/2020G		425		461
JBS USA LLC / JBS USA Finance, Inc.,
8.25%, Due 2/1/2020B G		300		319
7.25%, Due 6/1/2021B G		200		211
5.875%, Due 7/15/2024B G		275		281
Marfrig Overseas Ltd., 9.50%, Due 5/4/2020G		340		332
Motors Liquidation Co., 8.375%, Due 7/15/2049A F I		1,570		—
Post Holdings, Inc.,
6.75%, Due 12/1/2021G		200		202
7.375%, Due 2/15/2022		300		311
6.00%, Due 12/15/2022G		100		98
Revlon Consumer Products Corp., 5.75%, Due 2/15/2021		340		340
Spectrum Brands, Inc., 6.625%, Due 11/15/2022		260		278
				5,977
Energy - 16.41%
Antero Resources Finance Corp., 6.00%, Due 12/1/2020		315		322
Blue Racer Midstream LLC / Blue Racer Finance Corp., 6.125%, Due 11/15/2022B G		215		224
Bonanza Creek Energy, Inc., 5.75%, Due 2/1/2023		330		321
BreitBurn Energy Partners LP / BreitBurn Finance Corp., 7.875%, Due 4/15/2022E		600		491
California Resources Corp.,
5.50%, Due 9/15/2021		200		190
6.00%, Due 11/15/2024G		355		334
Calumet Specialty Products Partners LP / Calumet Finance Corp., 7.75%, Due 4/15/2023E G		300		307
Carrizo Oil & Gas, Inc., 7.50%, Due 9/15/2020		260		274
CGG S.A., 6.50%, Due 6/1/2021		600		486
Chaparral Energy, Inc.,
9.875%, Due 10/1/2020		200		172
8.25%, Due 9/1/2021		100		81
7.625%, Due 11/15/2022		797		637
CHC Helicopter S.A.,
9.25%, Due 10/15/2020		405		353
9.375%, Due 6/1/2021		65		44
Chesapeake Energy Corp.,
6.625%, Due 8/15/2020		300		309
6.875%, Due 11/15/2020		480		492
6.125%, Due 2/15/2021		350		352
5.75%, Due 3/15/2023		400		391
Clayton Williams Energy, Inc., 7.75%, Due 4/1/2019		500		478
Crestwood Midstream Partners LP / Crestwood Midstream Finance Corp., 6.25%, Due 4/1/2023E G		200		209
CSI Compressco LP / Compressco Finance, Inc., 7.25%, Due 8/15/2022E G		200		182
DCP Midstream LLC,
5.35%, Due 3/15/2020B G		55		54
4.75%, Due 9/30/2021B G		100		95
6.75%, Due 9/15/2037B G		90		89
DCP Midstream Operating LP, 3.875%, Due 3/15/2023E		510		469
Drill Rigs Holdings, Inc., 6.50%, Due 10/1/2017G		200		173
Energy Transfer Equity LP, 7.50%, Due 10/15/2020E		600		675
Energy XXI Gulf Coast, Inc.,
11.00%, Due 3/15/2020G		205		196
7.50%, Due 12/15/2021		200		83
6.875%, Due 3/15/2024G		100		40

See accompanying notes

13

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
EnQuest PLC, 7.00%, Due 4/15/2022G J	$	200	$	156
EP Energy LLC / Everest Acquisition Finance, Inc., 9.375%, Due 5/1/2020B		105		112
EPL Oil & Gas, Inc., 8.25%, Due 2/15/2018		300		235
EV Energy Partner LP, 8.00%, Due 4/15/2019E		430		413
Gastar Exploration, Inc., 8.625%, Due 5/15/2018		495		467
Genesis Energy LP / Genesis Energy Finance Corp., 5.75%, Due 2/15/2021E		420		417
Goodrich Petroleum Corp., 8.875%, Due 3/15/2019		500		270
Gulfport Energy Corp., 7.75%, Due 11/1/2020		200		211
Halcon Resources Corp.,
9.75%, Due 7/15/2020		100		82
8.875%, Due 5/15/2021		400		312
9.25%, Due 2/15/2022		100		78
Hercules Offshore, Inc., 7.50%, Due 10/1/2021G		515		155
Linn Energy LLC / Linn Energy Finance Corp.,
6.25%, Due 11/1/2019B		100		85
8.625%, Due 4/15/2020B		500		455
7.75%, Due 2/1/2021B K		315		271
6.50%, Due 9/15/2021B		100		82
Magnum Hunter Resources Corp., 9.75%, Due 5/15/2020		925		841
MarkWest Energy Partners LP / MarkWest Energy Finance Corp., 4.875%, Due 12/1/2024B		355		367
Matador Resources Company, 6.875%, Due 4/15/2023G		55		56
Memorial Production Partners LP / Memorial Production Finance Corp.,
7.625%, Due 5/1/2021E		440		430
6.875%, Due 8/1/2022E G		300		281
Memorial Resource Development Corp., 5.875%, Due 7/1/2022G		200		194
Midstates Petroleum Co., Inc./Midstates Petroleum Co., LLC, 9.25%, Due 6/1/2021B		616		326
NGPL PipeCo LLC,
9.625%, Due 6/1/2019B G		545		561
7.768%, Due 12/15/2037B G		135		149
Northern Oil and Gas, Inc., 8.00%, Due 6/1/2020		250		240
Oasis Petroleum, Inc., 6.875%, Due 3/15/2022		230		234
Ocean Rig UDW, Inc., 7.25%, Due 4/1/2019G		400		269
Offshore Group Investment Ltd.,
7.50%, Due 11/1/2019		200		132
7.125%, Due 4/1/2023		300		192
Paragon Offshore PLC, 7.25%, Due 8/15/2024G J		375		156
Penn Virginia Corp., 8.50%, Due 5/1/2020		865		842
Penn Virginia Resource Partners LP / Penn Virginia Resource Finance Corp., 6.50%, Due 5/15/2021E		300		320
PetroQuest Energy, Inc., 10.00%, Due 9/1/2017B		215		187
QEP Resources, Inc.,
5.375%, Due 10/1/2022		300		304
5.25%, Due 5/1/2023		400		401
Quicksilver Resources, Inc., 7.00%, Due 6/21/2019G I		200		127
Regency Energy Partners LP / Regency Energy Finance Corp.,
5.875%, Due 3/1/2022E		200		224
4.50%, Due 11/1/2023E		70		72
Resolute Energy Corp., 8.50%, Due 5/1/2020		380		213
Rex Energy Corp., 8.875%, Due 12/1/2020		305		262
Rice Energy, Inc.,
6.25%, Due 5/1/2022		400		402
7.25%, Due 5/1/2023G		260		270
Rockies Express Pipeline LLC, 6.875%, Due 4/15/2040B G		730		796
Sabine Pass Liquefaction LLC,
5.625%, Due 2/1/2021B		825		843
6.25%, Due 3/15/2022B		320		336
5.625%, Due 4/15/2023B		300		303
5.75%, Due 5/15/2024B		475		480
Sabine Pass LNG LP, 7.50%, Due 11/30/2016E		295		315
Samson Investment Co., 9.75%, Due 2/15/2020		365		44
Sanchez Energy Corp.,
7.75%, Due 6/15/2021		400		417
6.125%, Due 1/15/2023		870		852
SandRidge Energy, Inc., 8.125%, Due 10/15/2022		475		323
Seven Generations Energy Ltd., 6.75%, Due 5/1/2023G		105		107

See accompanying notes

14

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Seventy Seven Energy, Inc., 6.50%, Due 7/15/2022	$	405	$	232
Talos Production LLC, 9.75%, Due 2/15/2018B G		375		323
Targa Resources Partners LP / Targa Resources Partners Finance Corp.,
6.375%, Due 8/1/2022E		240		253
5.25%, Due 5/1/2023E		155		158
Transocean, Inc., 3.00%, Due 10/15/2017		395		381
Triangle USA Petroleum Corp., 6.75%, Due 7/15/2022G		465		398
Ultra Petroleum Corp., 6.125%, Due 10/1/2024G		400		353
W&T Offshore, Inc., 8.50%, Due 6/15/2019		500		358
Western Refining Logistics LP / WNRL Finance Corp., 7.50%, Due 2/15/2023E G		265		276
Western Refining, Inc., 6.25%, Due 4/1/2021		235		237
Whiting Canadian Holding Co. ULC, 8.125%, Due 12/1/2019		205		218
Whiting Petroleum Corp., 5.00%, Due 3/15/2019		145		145
WPX Energy, Inc., 6.00%, Due 1/15/2022		420		412
				28,936
Finance - 8.25%
AerCap Ireland Capital Ltd / AerCap Global Aviation Trust, 5.00%, Due 10/1/2021G		200		214
Ally Financial, Inc.,
4.125%, Due 2/13/2022		150		147
8.00%, Due 11/1/2031		220		276
Argos Merger Sub, Inc., 7.125%, Due 3/15/2023G		560		588
A-S Co-Issuer Subsidiary, Inc. / A-S Merger Sub LLC, 7.875%, Due 12/15/2020B G		325		335
Banco do Brasil SA/Cayman, 9.00%, Due 6/29/2049G		150		139
Bank of America Corp., 8.125%, Due 12/29/2049F		600		648
Bank One Capital III, 8.75%, Due 9/1/2030		275		403
CIT Group, Inc., 5.00%, Due 8/15/2022		800		824
Citigroup, Inc., 6.30%, Due 12/29/2049		600		607
Cogent Communications Finance, Inc., 5.625%, Due 4/15/2021G		355		351
Communications Sales & Leasing, Inc.,
6.00%, Due 4/15/2023G		140		141
8.25%, Due 10/15/2023G		150		154
E*Trade Financial Corp.,
5.375%, Due 11/15/2022		100		106
4.625%, Due 9/15/2023		200		204
Fly Leasing Ltd., 6.375%, Due 10/15/2021		225		226
Genworth Holdings, Inc.,
7.70%, Due 6/15/2020		275		298
6.50%, Due 6/15/2034		125		114
6.15%, Due 11/15/2066F		275		173
Geo Group, Inc., 5.125%, Due 4/1/2023		620		638
Goldman Sachs Group, Inc., 5.375%, Due 12/29/2049		295		295
Horizon Pharma Financing, Inc., 6.625%, Due 5/1/2023G		200		203
HUB International Ltd., 7.875%, Due 10/1/2021G		380		392
Intesa Sanpaolo S.p.A., 5.017%, Due 6/26/2024G		345		348
iStar Financial, Inc., 5.00%, Due 7/1/2019		470		468
JPMorgan Chase & Co., 6.00%, Due 12/31/2049		600		617
Navient Corp.,
8.45%, Due 6/15/2018B		100		112
5.50%, Due 1/15/2019		600		610
Neuberger Berman Group LLC / Neuberger Berman Finance Corp., 5.875%, Due 3/15/2022B G		400		431
OneMain Financial Holdings, Inc., 7.25%, Due 12/15/2021G		300		318
Popular, Inc., 7.00%, Due 7/1/2019		350		354
Provident Funding Associates LP / PFG Finance Corp., 6.75%, Due 6/15/2021E G		400		381
Realogy Group LLC / Realogy Co-Issuer Corp., 5.25%, Due 12/1/2021B G		470		481
ROC Finance LLC / ROC Finance 1 Corp., 12.125%, Due 9/1/2018B G		675		724
Royal Bank of Scotland Group PLC, 6.125%, Due 12/15/2022J		900		997
Stena AB, 7.00%, Due 2/1/2024G		200		192
Stena International S.A., 5.75%, Due 3/1/2024G		650		610
TMX Finance LLC / TitleMax Finance Corp., 8.50%, Due 9/15/2018B G		590		422
				14,541
Gas - 0.22%
NGL Energy Partners LP / NGL Energy Finance Corp., 5.125%, Due 7/15/2019E		400		393
Manufacturing - 20.73%
Advanced Micro Devices, Inc., 7.50%, Due 8/15/2022		850		697

See accompanying notes

15

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
AECOM Technology Corp., 5.75%, Due 10/15/2022G	$	185	$	191
Alcoa, Inc., 5.125%, Due 10/1/2024		330		356
Aleris International, Inc., 7.875%, Due 11/1/2020		300		310
Alpha Natural Resources, Inc., 7.50%, Due 8/1/2020G		220		80
ArcelorMittal,
6.25%, Due 3/1/2021F		1,000		1,045
7.00%, Due 2/25/2022F		355		386
Arch Coal, Inc., 8.00%, Due 1/15/2019G		270		112
Ardagh Finance Holdings S.A., 8.625%, Due 6/15/2019D G		275		294
Ardagh Packaging Finance PLC / Ardagh Holdings USA, Inc.,
6.25%, Due 1/31/2019G J		350		357
7.00%, Due 11/15/2020G J		106		108
6.75%, Due 1/31/2021G J		400		415
Axalta Coating Systems US Holdings Inc. / Axalta Coating Systems Dutch Holding B, 7.375%, Due 5/1/2021G		150		163
Axiall Corp., 4.875%, Due 5/15/2023		380		384
Barminco Finance Property Ltd., 9.00%, Due 6/1/2018G		300		287
Beverage Packaging Holdings Luxembourg II SA, 6.00%, Due 6/15/2017G		345		349
Blackboard, Inc., 7.75%, Due 11/15/2019G		400		384
BMC Software Finance, Inc., 8.125%, Due 7/15/2021G		500		459
Bombardier, Inc., 7.50%, Due 3/15/2025G		300		297
Boxer Parent Company, Inc., 9.00%, Due 10/15/2019D G		425		349
Catalyst Paper Corp., 11.00%, Due 10/30/2017D		146		134
CDW LLC / CDW Finance Corp.,
5.00%, Due 9/1/2023B		130		134
5.50%, Due 12/1/2024B		145		154
Cemex Finance LLC,
9.375%, Due 10/12/2022B G		300		342
6.00%, Due 4/1/2024B G		200		205
Cemex SAB de CV,
5.70%, Due 1/11/2025G		200		200
6.125%, Due 5/5/2025G		200		205
CNH Industrial Capital LLC, 3.375%, Due 7/15/2019B G		45		44
CONSOL Energy, Inc.,
5.875%, Due 4/15/2022		100		92
8.00%, Due 4/1/2023G		400		406
Consolidated Container Co. LLC/Consolidated Container Capital, Inc., 10.125%, Due 7/15/2020B G		475		413
CPG Merger Sub LLC, 8.00%, Due 10/1/2021B G		365		382
Dell, Inc.,
6.50%, Due 4/15/2038		80		84
5.40%, Due 9/10/2040		320		297
Eagle Spinco, Inc., 4.625%, Due 2/15/2021		390		395
Eco Services Operations LLC / Eco Finance Corp., 8.50%, Due 11/1/2022B G		175		179
Eldorado Gold Corp., 6.125%, Due 12/15/2020G		600		590
FCA US LLC / CG Co-Issuer, Inc., 8.00%, Due 6/15/2019B		275		288
Fiat Chrysler Automobiles N.V.,
4.50%, Due 4/15/2020G		295		297
5.25%, Due 4/15/2023G		500		505
First Data Corp.,
8.25%, Due 1/15/2021G		700		741
11.75%, Due 8/15/2021		320		367
First Quantum Minerals Ltd.,
6.75%, Due 2/15/2020G		300		279
7.00%, Due 2/15/2021G		400		373
FMG Resources August 2006 Property Ltd.,
6.875%, Due 2/1/2018G		222		230
9.75%, Due 3/1/2022G		500		515
6.875%, Due 4/1/2022G		100		76
Gardner Denver, Inc., 6.875%, Due 8/15/2021G		585		544
Gates Global LLC / Gates Global Co., 6.00%, Due 7/15/2022B G		290		270
Gibraltar Industries, Inc., 6.25%, Due 2/1/2021		350		355
Goodyear Tire & Rubber Co., 6.50%, Due 3/1/2021		500		528
Griffon Corp., 5.25%, Due 3/1/2022		290		293
Horsehead Holding Corp., 10.50%, Due 6/1/2017G		200		217
INEOS Group Holdings S.A., 5.875%, Due 2/15/2019G		200		203

See accompanying notes

16

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

		Par Amount		Fair Value
		(000’s)		(000’s)
Infor US, Inc., 6.50%, Due 5/15/2022G		$	400	$	411
K Hovnanian Enterprises, Inc.,
8.00%, Due 11/1/2019G			195		189
7.25%, Due 10/15/2020G			230		241
KB Home, 7.50%, Due 9/15/2022			500		523
Kratos Defense & Security Solutions, Inc., 7.00%, Due 5/15/2019			275		245
Liberty Tire Recycling LLC, 11.00%, Due 3/31/2021A B D G			334		267
Magnetation LLC / Mag Finance Corp., 11.00%, Due 5/15/2018B G			335		85
Midwest Vanadium Property Ltd., 11.50%, Due 2/15/2018G I			200		10
Milacron LLC, 7.75%, Due 2/15/2021B G			315		328
Momentive Performance Materials, Inc., 3.88%, Due 10/24/2021			305		273
Murray Energy Corp., 11.25%, Due 4/15/2021G			200		204
Navistar International Corp., 8.25%, Due 11/1/2021			295		292
NCR Corp.,
5.875%, Due 12/15/2021			275		282
6.375%, Due 12/15/2023			345		363
New Gold, Inc., 6.25%, Due 11/15/2022G			170		168
Norbord, Inc., 6.25%, Due 4/15/2023G			275		278
Norske Skog Holding AS, 8.00%, Due 2/24/2021G			252		194
Nova Chemicals Corp., 5.00%, Due 5/1/2025G			195		205
Nuance Communications, Inc., 5.375%, Due 8/15/2020G			450		455
Nufarm Australia Ltd., 6.375%, Due 10/15/2019G			255		260
Owens-Brockway Glass Container, Inc., 5.00%, Due 1/15/2022G			300		308
Park Ohio Industries, Inc., 8.125%, Due 4/1/2021			490		524
Peabody Energy Corp.,
6.25%, Due 11/15/2021			400		240
10.00%, Due 3/15/2022G			405		342
Pittsburgh Glass Works LLC, 8.00%, Due 11/15/2018B G			191		202
Plastipak Holdings, Inc., 6.50%, Due 10/1/2021G			230		236
Platform Specialty Products Corp., 6.50%, Due 2/1/2022G			200		209
Polymer Group, Inc., 6.875%, Due 6/1/2019G			300		285
Rain CII Carbon LLC / CII Carbon Corp., 8.25%, Due 1/15/2021B G			300		278
Rayonier AM Products, Inc., 5.50%, Due 6/1/2024G			500		439
Reliance Intermediate Holdings LP, 6.50%, Due 4/1/2023B G			255		267
Rentech Nitrogen Partners LP, 6.50%, Due 4/15/2021E G			235		234
Reynolds Group Issuer Inc / Reynolds Group Issuer LLC / Reynolds Group Issuer Lu,
8.50%, Due 5/15/2018B			200		205
9.00%, Due 4/15/2019B			300		314
5.75%, Due 10/15/2020B			110		115
Reynolds Group Issuer Inc. / Reynolds Group Issuer LLC, 8.25%, Due 2/15/2021B			300		319
Rockwood Specialties Group, Inc., 4.625%, Due 10/15/2020			365		381
Shea Homes LP / Shea Homes Funding Corp., 5.875%, Due 4/1/2023E G			300		308
Signode Industrial Group Lux SA/Signode Industrial Group US, Inc., 6.375%, Due 5/1/2022G			425		425
Smurfit Kappa Treasury Funding Ltd., 7.50%, Due 11/20/2025			625		783
Springs Industries, Inc., 6.25%, Due 6/1/2021			265		262
SRA International, Inc., 11.00%, Due 10/1/2019			200		212
Stackpole International Intermediate Co., 7.75%, Due 10/15/2021G			460		458
SunGard Availability Services Capital, Inc., 8.75%, Due 4/1/2022G	��		700		493
SunGard Data Systems, Inc., 6.625%, Due 11/1/2019			260		271
Taylor Morrison Communities Inc / Monarch Communities, Inc.,
5.25%, Due 4/15/2021G			445		446
5.875%, Due 4/15/2023G			485		496
5.625%, Due 3/1/2024G			300		297
Terex Corp., 6.00%, Due 5/15/2021			215		218
TPC Group, Inc., 8.75%, Due 12/15/2020G			800		763
TransDigm, Inc.,
7.50%, Due 7/15/2021			385		414
6.00%, Due 7/15/2022			475		478
6.50%, Due 7/15/2024			100		101
US Concrete, Inc., 8.50%, Due 12/1/2018			295		314
Verso Paper Holdings LLC / Verso Paper, Inc.,
11.75%, Due 1/15/2019B			1,099		791
Viasystems, Inc., 7.875%, Due 5/1/2019G			120		126
William Lyon Homes, Inc., 8.50%, Due 11/15/2020			345		374
Wolverine World Wide, Inc., 6.125%, Due 10/15/2020			265		282

See accompanying notes

17

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Xerium Technologies, Inc., 8.875%, Due 6/15/2018	$	395	$	410
ZF North America Capital, Inc., 4.75%, Due 4/29/2025G		300		301
				36,554
Service - 30.19%
New Red Finance, Inc., 6.00%, Due 4/1/2022G		400		413
24 Hour Holdings III LLC, 8.00%, Due 6/1/2022B G		300		266
Acadia Healthcare Co., Inc., 5.125%, Due 7/1/2022		325		324
ADT Corp., 4.875%, Due 7/15/2042		255		213
Ahern Rentals, Inc., 7.375%, Due 5/15/2023G		558		560
Alere, Inc., 6.50%, Due 6/15/2020		285		296
Amsurg Corp., 5.625%, Due 7/15/2022		300		305
Biomet, Inc., 6.50%, Due 10/1/2020		325		341
Bon-Ton Department Stores, Inc., 8.00%, Due 6/15/2021		375		313
Boyd Gaming Corp., 9.00%, Due 7/1/2020		455		491
Caesars Entertainment Operating Co., Inc.,
11.25%, Due 6/1/2017I		1,100		827
12.75%, Due 4/15/2018I		400		80
9.00%, Due 2/15/2020I		200		154
Caesars Entertainment Resort Properties LLC / Caesars Entertainment Resort Prope, 8.00%, Due 10/1/2020B I		510		510
Carrols Restaurant Group, Inc., 8.00%, Due 5/1/2022G		600		623
CCO Holdings LLC / CCO Holdings Capital Corp.,
5.25%, Due 9/30/2022B		600		600
5.125%, Due 5/1/2023B G		275		272
Cengage Learning Acquisitions, Inc., Escrow, 11.50%, Due 4/15/2020A G I		75		—
Cenveo Corp.,
11.50%, Due 5/15/2017		1,170		1,185
6.00%, Due 8/1/2019G		375		349
8.50%, Due 9/15/2022G		380		318
Chinos Intermediate Holdings A, Inc., 7.75%, Due 5/1/2019D G		105		90
CHS/Community Health Systems, Inc.,
8.00%, Due 11/15/2019		200		212
7.125%, Due 7/15/2020		300		322
5.125%, Due 8/1/2021		300		311
6.875%, Due 2/1/2022		535		567
Clean Harbors, Inc., 5.125%, Due 6/1/2021		275		281
Clear Channel Worldwide Holdings, Inc.,
7.625%, Due 3/15/2020		530		558
6.50%, Due 11/15/2022		525		550
Concordia Healthcare Corp., 7.00%, Due 4/15/2023G		200		203
Covanta Holding Corp., 5.875%, Due 3/1/2024		375		388
CSC Holdings LLC, 6.75%, Due 11/15/2021B		975		1,101
CST Brands, Inc., 5.00%, Due 5/1/2023		490		505
Cumulus Media Holdings, Inc., 7.75%, Due 5/1/2019		870		837
CyrusOne LP / CyrusOne Finance Corp., 6.375%, Due 11/15/2022E		330		348
DaVita HealthCare Partners, Inc., 5.75%, Due 8/15/2022		200		213
DISH DBS Corp.,
7.875%, Due 9/1/2019		230		260
5.875%, Due 7/15/2022		880		887
5.00%, Due 3/15/2023		200		190
5.875%, Due 11/15/2024		100		99
DPx Holdings BV, 7.50%, Due 2/1/2022G		220		231
DreamWorks Animation SKG, Inc., 6.875%, Due 8/15/2020G		600		600
Endo Finance LLC / Endo Finco, Inc., 5.375%, Due 1/15/2023B G		275		271
Endo Finance LLC / Endo Ltd / Endo Finco, Inc., 6.00%, Due 2/1/2025B G		465		477
Equinix, Inc.,
5.375%, Due 1/1/2022		270		280
5.375%, Due 4/1/2023		580		599
Family Tree Escrow LLC, 5.75%, Due 3/1/2023B G		905		950
Felcor Lodging LP, 5.625%, Due 3/1/2023E		275		286
Fontainebleau Las Vegas Holdings LLC, 10.25%, Due 6/15/2015B F G I K		800		4
Golden Nugget Escrow, Inc., 8.50%, Due 12/1/2021G		370		390
Gray Television, Inc., 7.50%, Due 10/1/2020		670		712
Guitar Center, Inc., 9.625%, Due 4/15/2020G		475		373

See accompanying notes

18

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
HCA, Inc.,
7.50%, Due 2/15/2022	$	300	$	351
5.875%, Due 3/15/2022		200		224
4.75%, Due 5/1/2023		350		368
5.875%, Due 5/1/2023		500		541
5.25%, Due 4/15/2025		100		108
Hertz Corp.,
6.75%, Due 4/15/2019		200		207
6.25%, Due 10/15/2022		400		414
iHeartCommunications, Inc.,
10.00%, Due 1/15/2018		795		696
9.00%, Due 3/1/2021		1,470		1,408
International Game Technology, Inc.,
6.25%, Due 2/15/2022G		325		321
6.50%, Due 2/15/2025G		700		678
iPayment, Inc., 9.50%, Due 12/15/2019G		334		311
Isle of Capri Casinos, Inc., 8.875%, Due 6/15/2020		270		296
Jaguar Holding Co. I, 9.375%, Due 10/15/2017D G		400		409
JC Penney Corp., Inc.,
7.95%, Due 4/1/2017		585		605
8.125%, Due 10/1/2019		325		325
JLL/Delta Dutch Pledgeco B.V., 8.75%, Due 5/1/2020G		225		227
Jo-Ann Stores Holdings, Inc., 9.75%, Due 10/15/2019D G		295		285
Kinetic Concepts, Inc. / KCI USA, Inc., 12.50%, Due 11/1/2019		305		332
L Brands, Inc., 5.625%, Due 10/15/2023		235		262
Landry’s, Inc., 9.375%, Due 5/1/2020G		400		428
LBI Media, Inc.,
10.00%, Due 4/15/2019G		285		296
4.25%, Due 4/15/2020D G		345		357
Lee Enterprises, Inc., 9.50%, Due 3/15/2022G		515		528
LIN Television Corp., 5.875%, Due 11/15/2022G		280		288
Marina District Finance Co. Inc, 9.875%, Due 8/15/2018		325		339
McGraw-Hill Global Education Holdings LLC, 9.75%, Due 4/1/2021B		310		343
Men’s Wearhouse, Inc., 7.00%, Due 7/1/2022G		490		519
MGM Resorts International,
6.75%, Due 10/1/2020		335		361
6.625%, Due 12/15/2021		615		658
7.75%, Due 3/15/2022		375		421
Midcontinent Communications & Finance Corp., 6.25%, Due 8/1/2021G		490		510
Monitronics International, Inc., 9.125%, Due 4/1/2020		360		356
MTR Gaming Group, Inc., 11.50%, Due 8/1/2019D		295		318
NetFlix, Inc., 5.875%, Due 2/15/2025G		400		426
Nexstar Broadcasting, Inc.,
6.125%, Due 2/15/2022G		250		259
6.875%, Due 11/15/2020		735		779
NPC International, Inc. / NPC Operating Co. A, Inc. / NPC Operating Co B, Inc., 10.50%, Due 1/15/2020		500		528
Numericable-SFR SAS, 6.25%, Due 5/15/2024G		275		283
PF Chang’s China Bistro, Inc., 10.25%, Due 6/30/2020G		500		516
Pinnacle Entertainment, Inc., 7.75%, Due 4/1/2022		215		238
Quad/Graphics, Inc., 7.00%, Due 5/1/2022		400		385
Radio One, Inc., 9.25%, Due 2/15/2020G		1,275		1,204
Radio Systems Corp., 8.375%, Due 11/1/2019G		200		216
Rite Aid Corp., 6.125%, Due 4/1/2023G		160		166
Ruby Tuesday, Inc., 7.625%, Due 5/15/2020		300		306
Sabre GLBL, Inc., 5.375%, Due 4/15/2023G		400		408
Scientific Games International, Inc.,
6.625%, Due 5/15/2021G		390		285
7.00%, Due 1/1/2022G		700		729
10.00%, Due 12/1/2022G		670		621
Select Medical Corp., 6.375%, Due 6/1/2021		460		458
Serta Simmons Holdings LLC, 8.125%, Due 10/1/2020B G		425		451
Service Corp International, 7.50%, Due 4/1/2027		475		556
Sirius XM Radio, Inc.,
6.00%, Due 7/15/2024G		500		519

See accompanying notes

19

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
5.375%, Due 4/15/2025G	$	380	$	382
SiTV LLC / SiTV Finance, Inc., 10.375%, Due 7/1/2019B G		810		705
Sugarhouse HSP Gaming Prop Mezz LP, 6.375%, Due 6/1/2021E G		625		595
Tenet Healthcare Corp.,
5.00%, Due 3/1/2019G		300		298
8.125%, Due 4/1/2022		665		725
6.875%, Due 11/15/2031		250		234
United Rentals North America, Inc., 7.625%, Due 4/15/2022		305	��	336
Unitymedia KabelBW GmbH, 6.125%, Due 1/15/2025G		300		313
Universal Hospital Services, Inc., 7.625%, Due 8/15/2020		325		285
Univision Communications, Inc., 5.125%, Due 2/15/2025G		425		428
Valeant Pharmaceuticals International, Inc.,
7.50%, Due 7/15/2021G		200		217
5.625%, Due 12/1/2021G		350		359
5.50%, Due 3/1/2023G		100		101
5.875%, Due 5/15/2023G		525		539
Visant Corp., 10.00%, Due 10/1/2017		655		571
VPI Escrow Corp., 6.375%, Due 10/15/2020G		920		969
WMG Acquisition Corp.,
5.625%, Due 4/15/2022G		500		507
6.75%, Due 4/15/2022G		525		499
Wynn Macau Ltd., 5.25%, Due 10/15/2021G		200		188
				53,209
Telecommunications - 10.88%
Altice S.A.,
7.75%, Due 5/15/2022G		500		505
7.625%, Due 2/15/2025G		255		258
Avanti Communications Group PLC, 10.00%, Due 10/1/2019G L		375		356
Avaya, Inc.,
9.00%, Due 4/1/2019G		350		361
10.50%, Due 3/1/2021G		200		176
Brightstar Corp., 9.50%, Due 12/1/2016G		250		260
CenturyLink, Inc.,
5.80%, Due 3/15/2022		300		311
6.75%, Due 12/1/2023		300		325
Colombia Telecomunicaciones SA ESP, 8.50%, Due 12/29/2049G		300		309
CommScope, Inc.,
5.00%, Due 6/15/2021G		175		175
5.50%, Due 6/15/2024G		175		176
Digicel Group Ltd.,
8.25%, Due 9/30/2020G		300		309
7.125%, Due 4/1/2022G		500		473
Digicel Ltd., 6.00%, Due 4/15/2021G		200		194
EarthLink Holdings Corp.,
8.875%, Due 5/15/2019		255		265
7.375%, Due 6/1/2020		360		374
Frontier Communications Corp.,
8.50%, Due 4/15/2020		100		111
8.75%, Due 4/15/2022		100		110
7.875%, Due 1/15/2027		300		298
Hughes Satellite Systems Corp., 7.625%, Due 6/15/2021		300		335
Intelsat Jackson Holdings S.A.,
7.25%, Due 10/15/2020		300		309
7.50%, Due 4/1/2021		300		312
6.625%, Due 12/15/2022		610		602
Intelsat Luxembourg S.A., 7.75%, Due 6/1/2021		760		698
Level 3 Communications, Inc., 5.75%, Due 12/1/2022		265		272
Level 3 Financing, Inc.,
5.375%, Due 8/15/2022		280		286
5.125%, Due 5/1/2023		225		224
Millicom International Cellular S.A., 6.625%, Due 10/15/2021G		400		426
NII Capital Corp.,
10.00%, Due 8/15/2016I		600		263
7.625%, Due 4/1/2021I		390		117

See accompanying notes

20

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
NII International Telecom SCA, 7.875%, Due 8/15/2019G I	$	305	$	282
Nokia OYJ, 6.625%, Due 5/15/2039		575		687
Oi S.A., 5.75%, Due 2/10/2022G		200		168
Sprint Capital Corp., 8.75%, Due 3/15/2032		500		513
Sprint Corp.,
7.875%, Due 9/15/2023		670		673
7.125%, Due 6/15/2024		200		192
Sprint Nextel Corp.,
7.00%, Due 3/1/2020G		100		111
7.00%, Due 8/15/2020		570		579
11.50%, Due 11/15/2021		515		626
6.00%, Due 11/15/2022		600		567
Telecom Italia SpA, 5.303%, Due 5/30/2024G		565		595
T-Mobile USA, Inc.,
6.542%, Due 4/28/2020		100		105
6.633%, Due 4/28/2021		270		285
6.125%, Due 1/15/2022		300		309
6.50%, Due 1/15/2024		100		104
6.375%, Due 3/1/2025		100		103
Virgin Media Finance PLC, 6.375%, Due 4/15/2023G J		255		268
Virgin Media Secured Finance PLC,
5.50%, Due 1/15/2025G J		600		612
5.25%, Due 1/15/2026G		725		721
WaveDivision Escrow LLC / WaveDivision Escrow Corp., 8.125%, Due 9/1/2020B G		295		313
Wind Acquisition Finance S.A.,
4.75%, Due 7/15/2020G		300		300
7.375%, Due 4/23/2021G		1,020		1,044
Windstream Services LLC,
7.75%, Due 10/15/2020B		140		144
7.75%, Due 10/1/2021B		410		403
7.50%, Due 6/1/2022B		295		281
				19,175
Transportation - 1.87%
Eletson Holdings, 9.625%, Due 1/15/2022G		265		259
Florida East Coast Holdings Corp., 6.75%, Due 5/1/2019G		200		199
Global Ship Lease, Inc., 10.00%, Due 4/1/2019G		400		420
HD Supply, Inc., 7.50%, Due 7/15/2020		885		949
Martin Midstream Partners LP / Martin Midstream Finance Corp., 7.25%, Due 2/15/2021E		665		658
Syncreon Group BV, 8.625%, Due 11/1/2021G		400		324
Watco Cos. LLC, 6.375%, Due 4/1/2023B G		475		482
				3,291
Utilities - 2.84%
AES Corp.,
3.262%, Due 6/1/2019F		205		205
5.50%, Due 4/15/2025		155		153
Calpine Corp.,
5.375%, Due 1/15/2023		190		192
5.75%, Due 1/15/2025		790		793
Dynegy, Inc., 7.625%, Due 11/1/2024G I		280		301
Energy Future Intermediate Holding Co. LLC / EFIH Finance, Inc., 10.00%, Due 12/1/2020B I		575		30
GenOn Energy, Inc., 9.50%, Due 10/15/2018		390		405
Illinois Power Generating Co., 7.00%, Due 4/15/2018		345		334
InterGen N.V., 7.00%, Due 6/30/2023G		600		578
MPM Escrow LLC, 8.875%, Due 10/15/2020A B I		305		—
NRG Energy, Inc.,
7.875%, Due 5/15/2021		505		540
6.25%, Due 7/15/2022		515		534
6.25%, Due 5/1/2024		170		174
NRG Yield Operating LLC, 5.375%, Due 8/15/2024B G		300		311
Texas Competitive Electric Holdings Co. LLC / TCEH Finance, Inc., 11.50%, Due 10/1/2020B G I		700		460
				5,010
Total Corporate Obligations (Cost $174,354)				167,086

See accompanying notes

21

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
SHORT-TERM INVESTMENTS - 2.79% (Cost $4,921)
JPMorgan U.S. Government Money Market Fund, Capital Class		4,921,250	$	4,921
TOTAL INVESTMENTS - 98.24% (Cost $181,608)				173,174
OTHER ASSETS, NET OF LIABILITIES - 1.76%				3,120
TOTAL NET ASSETS - 100.00%			$	176,294

Percentages are stated as a percent of net assets.

^A  Fair valued pursuant to procedures approved by the Board of Trustees. At period end, the value of these securities amounted to $509 or 0.29% of net assets.

^B  LLC - Limited Liability Company.

^C  Non-income producing security.

^D  PIK - Payment in Kind.

^E  LP - Limited Partnership.

^F  The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^G  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $77,611 or 44.03% of net assets. The Fund has no right to demand registration of these securities.

^H  Step Up/Down - A scheduled increase in the exercise or conversion price at which a warrant, an option, or a convertible security may be used to acquire shares of common stock.

^I  In Default.

^J  PLC - Public Limited Company.

^K  Non-voting participating shares.

^L  Illiquid.

^M  Call.

See accompanying notes

22

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCKS - 1.05%
CONSUMER DISCRETIONARY- 0.26%
Household Durables - 0.26%
Lennar Corp., Class A		5,780	$	265
FINANCIALS - 0.17%
Real Estate Investment Trusts - 0.17%
Health Care REIT, Inc., 6.50%, Due		2,680		171
HEALTH CARE - 0.32%
Pharmaceuticals - 0.32%
Mylan N.V.A		4,725		341
INFORMATION TECHNOLOGY - 0.30%
Computers & Peripherals - 0.30%
Apple, Inc.		2,485		311
Total Common Stocks (Cost $847)				1,088
PREFERRED STOCKS - 3.49%
CONSUMER - 0.47%
Consumer Products - 0.47%
Post Holdings, Inc., 5.25%, Due 6/1/2017		1,100		105
Tyson Foods, Inc., 4.75%, Due 7/15/2017		7,700		378
Total Consumer				483
ENERGY - 0.73%
Oil & Gas - 0.73%
Chesapeake Energy Corp., 5.75%, Due 12/31/2049B H		495		467
Southwestern Energy Co., 6.25%, Due 1/15/2018		4,750		282
Total Energy				749
FINANCE - 1.06%
Other Finance - 0.49%
AMG Capital Trust II, 5.15%, Due 10/15/2037		8,300		506
Real Estate Investment Trusts - 0.57%
American Tower Corp., 5.25%, Due 5/15/2017		3,360		349
Crown Castle International Corp., 4.50%, Due 11/1/2016		2,380		249
				598
MANUFACTURING - 0.61%
Aerospace & Defense - 0.23%
United Technologies Corp., 7.50%, Due 8/1/2015		4,105		241
Machinery - 0.38%
Stanley Black & Decker, Inc., 4.75%, Due 11/17/2015		2,850		390
UTILITIES - 0.62%
Electric - 0.62%
Dominion Resources, Inc., 6.38%, Due 7/1/2017		2,320		115
Exelon Corp., 6.50%, Due 6/1/2017		5,275		260
NextEra Energy, Inc., 5.80%, Due 9/1/2016		4,620		263
Total Utilities				638
Total Preferred Stocks (Cost $3,625)				3,605
	Par Amount
	(000s)
CONVERTIBLE PREFERRED STOCKS - 2.36%
FINANCE - 1.22%
Bank – 1.11%
Bank of America Corp., 7.25%, Due 12/31/2049	$	440		510
Wells Fargo & Co., 7.50%, Due 12/31/2049		520		634
Total Banks				1,144

See accompanying notes

23

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Real Estate Investment Trusts - 0.11%
Weyerhaeuser Co., 6.38%, Due 7/1/2016	$	2,220	$	118
SERVICE - 0.94%
Other Service - 0.19%
Amsurg Corp., 5.25%, Due 7/1/2017		1,525		192
Pharmaceuticals - 0.75%
Actavis PLC, 5.50%, Due 3/1/2018D		775		776
TELECOMMUNICATIONS - 0.20%
Telecom - 0.20%
T-Mobile US, Inc., 5.50%, Due 12/15/2017		3,350		209
Total Convertible Preferred Stocks (Cost $2,453)				2,439
CONVERTIBLE OBLIGATIONS - 17.29%
Consumer - 0.27%
Jarden Corp.,
1.50%, Due 6/15/2019		100		138
1.125%, Due 3/15/2034		120		139
				277
Energy - 0.77%
SEACOR Holdings, Inc., 2.50%, Due 12/15/2027		245		254
Stone Energy Corp., 1.75%, Due 3/1/2017		109		102
Whiting Petroleum Corp., 1.25%, Due 4/1/2020B		370		441
				797
Finance - 2.05%
Anthem, Inc., 2.75%, Due 10/15/2042		415		836
Ares Capital Corp., 4.75%, Due 1/15/2018		480		504
MGIC Investment Corp., 2.00%, Due 4/1/2020		81		127
Molina Healthcare, Inc., 1.625%, Due 8/15/2044		240		284
Portfolio Recovery Associates, Inc., 3.00%, Due 8/1/2020		34		37
Spirit Realty Capital, Inc., 2.875%, Due 5/15/2019		220		217
Starwood Waypoint Residential Trust, 3.00%, Due 7/1/2019B		115		112
				2,117
Manufacturing - 8.33%
Citrix Systems, Inc., 0.50%, Due 4/15/2019B		340		361
Danaher Corp., %, Due 1/22/2021		150		356
Fiat Chrysler Automobiles N.V., 7.875%, Due 12/15/2016G		191		246
Intel Corp., 3.25%, Due 8/1/2039		315		513
InvenSense, Inc., 1.75%, Due 11/1/2018		225		217
Lam Research Corp., 0.50%, Due 5/15/2016		425		537
Medidata Solutions, Inc., 1.00%, Due 8/1/2018		167		196
Mentor Graphics Corp., 4.00%, Due 4/1/2031		90		113
Microchip Technology, Inc., 1.625%, Due 2/15/2025B		260		266
Micron Technology, Inc., 3.00%, Due 11/15/2043		475		537
NVIDIA Corp., 1.00%, Due 12/1/2018		505		618
ON Semiconductor Corp., 2.625%, Due 12/15/2026		220		273
Red Hat, Inc., 0.25%, Due 10/1/2019B		130		159
Rovi Corp., 0.50%, Due 3/1/2020B		260		252
Salesforce.com, Inc., 0.25%, Due 4/1/2018		660		825
SanDisk Corp., 0.50%, Due 10/15/2020		465		478
ServiceNow, Inc., %, Due 11/1/2018		162		194
Standard Pacific Corp., 1.25%, Due 8/1/2032		215		251
SunEdison, Inc., 0.25%, Due 1/15/2020B		280		315
SunPower Corp., 0.75%, Due 6/1/2018		205		291
Synchronoss Technologies, Inc., 0.75%, Due 8/15/2019		545		629
Tesla Motors, Inc.,
0.25%, Due 3/1/2019		120		113
1.25%, Due 3/1/2021		360		332

See accompanying notes

24

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000s)		(000’s)
Verint Systems, Inc., 1.50%, Due 6/1/2021	$	230	$	268
Workday, Inc., 0.75%, Due 7/15/2018		210		264
				8,604
Service - 5.71%
Acorda Therapeutics, Inc., 1.75%, Due 6/15/2021		215		211
AOL, Inc., 0.75%, Due 9/1/2019B		240		242
BioMarin Pharmaceutical, Inc.,
0.75%, Due 10/15/2018		156		213
1.50%, Due 10/15/2020		155		217
Cepheid, Inc., 1.25%, Due 2/1/2021		110		121
Depomed, Inc., 2.50%, Due 9/1/2021		129		181
Emergent Biosolutions, Inc., 2.875%, Due 1/15/2021		110		130
Euronet Worldwide, Inc., 1.50%, Due 10/1/2044B		130		142
Gilead Sciences, Inc., 1.625%, Due 5/1/2016		55		243
HealthSouth Corp., 2.00%, Due 12/1/2043		230		290
Hologic, Inc., 2.00%, Due 3/1/2042E		215		269
Horizon Pharma Investment Ltd., 2.50%, Due 3/15/2022B		200		249
Illumina, Inc.,
0.25%, Due 3/15/2016		55		121
0.01 %, Due 6/15/2019B		125		140
0.50%, Due 6/15/2021B		115		133
Integra LifeSciences Holdings Corp., 1.625%, Due 12/15/2016		440		496
Isis Pharmaceuticals, Inc., 1.00%, Due 11/15/2021B		120		130
Liberty Interactive LLC, 0.75%, Due 3/30/2043C		200		290
Liberty Media Corp., 1.375%, Due 10/15/2023		250		250
LinkedIn Corp., 0.50%, Due 11/1/2019B		260		289
NuVasive, Inc., 2.75%, Due 7/1/2017		45		56
Priceline Group, Inc., 0.35%, Due 6/15/2020		560		661
Twitter, Inc.,
0.25%, Due 9/15/2019B		100		91
1.00%, Due 9/15/2021B		265		240
Wright Medical Group, Inc., 2.00%, Due 2/15/2020B		109		114
Yahoo, Inc., %, Due 12/1/2018		360		381
				5,900
Telecommunications - 0.14%
Palo Alto Networks, Inc., %, Due 7/1/2019B		100		144
Transportation - 0.02%
Hornbeck Offshore Services, Inc., 1.50%, Due 9/1/2019		29		24
Total Convertible Obligations (Cost $15,980)				17,863
CORPORATE OBLIGATIONS - 31.13%
Consumer - 1.11%
Altria Group, Inc., 4.75%, Due 5/5/2021		300		335
Anheuser-Busch InBev Worldwide, Inc., 8.00%, Due 11/15/2039		100		151
General Mills, Inc., 2.20%, Due 10/21/2019		550		554
SABMiller Holdings, Inc., 4.95%, Due 1/15/2042B		100		110
				1,150
Energy - 1.47%
Apache Corp., 5.10%, Due 9/1/2040		130		136
Canadian Natural Resources Ltd., 6.25%, Due 3/15/2038		275		329
Devon Energy Corp., 4.75%, Due 5/15/2042		300		312
EOG Resources, Inc., 2.50%, Due 2/1/2016		250		253
TransCanada PipeLines Ltd.,
3.75%, Due 10/16/2023		300		314
6.10%, Due 6/1/2040		140		173
				1,517
Finance - 14.01%
AEGON Funding Co. LLC, 5.75%, Due 12/15/2020C		250		289
American International Group, Inc.,
6.40%, Due 12/15/2020		107		128
4.875%, Due 6/1/2022		400		451

See accompanying notes

25

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000s)		(000’s)
Bank of America Corp.,
7.80%, Due 9/15/2016	$	600	$	650
4.125%, Due 1/22/2024		1,000		1,057
6.11%, Due 1/29/2037		275		324
Barclays Bank PLC, 3.75%, Due 5/15/2024D		700		727
BNP Paribas S.A., 3.60%, Due 2/23/2016		280		286
Citigroup, Inc., 8.50%, Due 5/22/2019		650		804
General Electric Capital Corp.,
5.625%, Due 5/1/2018		250		281
6.00%, Due 8/7/2019		300		350
5.50%, Due 1/8/2020		150		174
Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		175		180
6.25%, Due 9/1/2017		350		387
6.00%, Due 6/15/2020		535		620
ING Bank N.V.,
5.125%, Due 5/1/2015B		300		300
3.75%, Due 3/7/2017B		1,100		1,149
JPMorgan Chase & Co.,
0.600%, Due 6/13/2016E		375		374
3.625%, Due 5/13/2024		600		618
5.50%, Due 10/15/2040		350		414
MetLife, Inc., 6.375%, Due 6/15/2034		400		530
Morgan Stanley,
7.30%, Due 5/13/2019		530		629
5.625%, Due 9/23/2019		150		170
National Australia Bank Ltd., 4.375%, Due 12/10/2020B		250		276
Nordea Bank AB, 4.875%, Due 1/27/2020B		250		281
Prudential Financial, Inc.,
7.375%, Due 6/15/2019		250		301
4.60%, Due 5/15/2044		350		355
Simon Property Group LP, 3.375%, Due 10/1/2024F I		350		359
Svenska Handelsbanken AB, 2.875%, Due 4/4/2017		200		207
UBS AG, 5.875%, Due 12/20/2017		552		612
Wachovia Corp., 0.645%, Due 10/15/2016E		850		848
Wells Fargo & Co., 3.90%, Due 5/1/2045		350		339
				14,470
Manufacturing - 4.77%
American Honda Finance Corp., 3.875%, Due 9/21/2020B		250		269
BAE Systems Holdings, Inc., 3.80%, Due 10/7/2024B		350		366
Daimler Finance North America LLC, 2.25%, Due 9/3/2019B C		150		152
Dow Chemical Co., 4.125%, Due 11/15/2021		300		324
Ford Motor Credit Co. LLC,
4.25%, Due 2/3/2017C		300		315
5.875%, Due 8/2/2021C		350		408
Hewlett-Packard Co.,
2.20%, Due 12/1/2015		250		252
4.05%, Due 9/15/2022		350		367
Ingersoll-Rand Luxembourg Finance S.A., 2.625%, Due 5/1/2020		200		201
Johnson Controls, Inc., 5.00%, Due 3/30/2020		300		334
Nissan Motor Acceptance Corp., 2.35%, Due 3/4/2019B		350		355
Northrop Grumman Corp., 5.05%, Due 8/1/2019		150		167
Oracle Corp., 3.25%, Due 5/15/2030		700		688
United Technologies Corp., 6.125%, Due 7/15/2038		150		196
Volkswagen Group of America Finance LLC, 2.45%, Due 11/20/2019B C		350		357
Xerox Corp., 2.95%, Due 3/15/2017		175		180
				4,931
Service - 3.78%
Alibaba Group Holding Ltd., 3.60%, Due 11/28/2024B		350		348
Bayer US Finance LLC, 2.375%, Due 10/8/2019B C		200		203
CBS Corp., 3.375%, Due 3/1/2022		300		305
Comcast Corp., 6.55%, Due 7/1/2039		400		533
Incyte Corp., 0.375%, Due 11/15/2018		75		144
McKesson Corp., 3.25%, Due 3/1/2016		140		143

See accompanying notes

26

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000s)		(000’s)
Medtronic, Inc., 3.50%, Due 3/15/2025B	$	350	$	362
Quest Diagnostics, Inc., 4.75%, Due 1/30/2020		125		137
Thomson Reuters Corp.,
4.70%, Due 10/15/2019		125		137
4.30%, Due 11/23/2023		300		321
Time Warner, Inc.,
4.875%, Due 3/15/2020		150		168
4.75%, Due 3/29/2021		325		362
Viacom, Inc., 4.50%, Due 2/27/2042		350		320
Walgreens Boots Alliance, Inc., 3.80%, Due 11/18/2024		200		205
Wal-Mart Stores, Inc., 7.55%, Due 2/15/2030		150		221
				3,909
Telecommunications - 2.79%
America Movil SAB de CV, 6.375%, Due 3/1/2035		275		338
AT&T, Inc.,
3.40%, Due 5/15/2025		150		148
4.35%, Due 6/15/2045		473		437
Deutsche Telekom International Finance BV, 4.875%, Due 3/6/2042B		250		275
Orange S.A., 2.125%, Due 9/16/2015		125		126
Verizon Communications, Inc.,
4.60%, Due 4/1/2021		340		375
6.90%, Due 4/15/2038		325		418
6.55%, Due 9/15/2043		250		313
Vodafone Group PLC, 6.15%, Due 2/27/2037D		375		452
				2,882
Transportation - 1.07%
Burlington Northern Santa Fe LLC,
5.75%, Due 5/1/2040C		140		172
5.15%, Due 9/1/2043C		300		349
Canadian National Railway Co., 5.55%, Due 5/15/2018		250		280
CSX Corp., 5.50%, Due 4/15/2041		250		303
				1,104
Utilities - 2.13%
Consolidated Edison Co. of New York, Inc., 5.50%, Due 12/1/2039		300		365
Dominion Resources, Inc., 4.70%, Due 12/1/2044		350		378
MidAmerican Energy Holdings Co., 6.125%, Due 4/1/2036		300		384
Pacific Gas & Electric Co., 4.30%, Due 3/15/2045		350		368
Progress Energy, Inc., 4.875%, Due 12/1/2019		350		391
Southwestern Electric Power Co., 3.55%, Due 2/15/2022		300		313
				2,199
Total Corporate Obligations (Cost $29,531)				32,162
FOREIGN GOVERNMENT OBLIGATIONS - 0.52%
Energy - 0.52%
Petrobras Global Finance BV, 3.875%, Due 1/27/2016		200		200
Petroleos Mexicanos, 6.00%, Due 3/5/2020		300		341
Total Foreign Government Obligations (Cost $498)				541
ASSET-BACKED OBLIGATIONS - 1.20% (Cost $1,240)
National Credit Union Administration, 0.580%, Due 3/11/2020, 2011 R3 1AE		1,237		1,242
COLLATERALIZED MORTGAGE OBLIGATIONS - 0.34% (Cost $350)
Freddie Mac (REMIC), 0.582%, Due 12/15/2040, 3891 DFE		350		352
COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 9.08%
Banc of America Commercial Mortgage Trust,
5.317%, Due 9/10/2047, 2006-5 A2		19		19
5.634%, Due 4/10/2049, 2007-2 A2		33		33
Ginnie Mae REMIC Trust,
1.45%, Due 4/16/2039, 2013-45 AB		1,780		1,766
2.17%, Due 4/16/2041, 2012 44 A		1,831		1,858
3.20%, Due 11/16/2044, 2011-92 B		2,900		2,986

See accompanying notes

27

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount			Fair Value
	(000s)			(000’s)
GS Mortgage Securities Corp II,			��
3.849%, Due 12/10/2043, 2010-C2 A1B	$	572		$	584
3.645%, Due 3/10/2044, 2011-GC3 A2B		471			477
JP Morgan Chase Commercial Mortgage Securities Corp.,
3.853%, Due 6/15/2043, 2010-C1 A1B		41			41
4.388%, Due 2/15/2046, 2011-C3 A3B		650			699
5.885%, Due 2/12/2049, 2007-CB19 A4		400			429
LB-UBS Commercial Mortgage Trust, 5.424%, Due 2/15/2040, 2007-C1 A4		435			460
Wachovia Bank Commercial Mortgage Trust, 5.898%, Due 6/15/2049, 2007-C32 A2		31			31
Total Commercial Mortgage-Backed Obligations (Cost $9,217)					9,383
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 11.75%
Federal Home Loan Mortgage Corporation - 4.36%
5.00%, Due 2/1/2021		97			103
4.50%, Due 4/1/2021		98			103
5.00%, Due 9/1/2035		262			292
5.50%, Due 4/1/2037		65			74
5.00%, Due 3/1/2038		125			139
5.50%, Due 5/1/2038		95			107
4.00%, Due 1/1/2041		812			869
4.50%, Due 2/1/2041		714			780
3.50%, Due 6/1/2042		1,941			2,034
					4,501
Federal National Mortgage Association - 6.66%
3.50%, Due 1/1/2026		173			184
6.50%, Due 7/1/2032		74			87
5.50%, Due 6/1/2033		109			124
4.50%, Due 9/1/2034		63			70
5.50%, Due 12/1/2035		116			131
5.00%, Due 2/1/2036		94			104
5.50%, Due 4/1/2036		151			170
5.50%, Due 2/1/2037		95			108
6.00%, Due 9/1/2037		57			65
6.00%, Due 1/1/2038		74			85
4.50%, Due 1/1/2040		474			517
4.00%, Due 9/1/2040		389			417
4.00%, Due 1/1/2041		1,350			1,447
3.00%, Due 6/1/2043		1,362			1,389
3.00%, Due 8/1/2043		916			934
3.50%, Due 5/13/2045		1,000			1,048
					6,880
Government National Mortgage Association - 0.73%
6.00%, Due 2/15/2033		236			275
5.50%, Due 4/15/2033		246			283
5.00%, Due 5/15/2033		176			198
					756
Total U.S. Agency Mortgage-Backed Obligations (Cost $11,487)					12,137
U.S. TREASURY OBLIGATIONS - 18.74%
1.50%, Due 6/30/2016		1,500			1,520
1.00%, Due 10/31/2016		1,000			1,008
0.875%, Due 1/31/2017		1,000			1,006
0.75%, Due 12/31/2017		600			599
1.375%, Due 9/30/2018		1,000			1,010
1.125%, Due 5/31/2019		1,000			995
1.25%, Due 2/29/2020		3,000			2,974
1.75%, Due 10/31/2020		2,000			2,019
2.00%, Due 2/15/2022		1,500			1,522
1.625%, Due 11/15/2022		3,000			2,952

See accompanying notes

28

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000s)		(000’s)
2.50%, Due 8/15/2023	$	2,000	$	2,088
6.875%, Due 8/15/2025		250		362
5.25%, Due 11/15/2028		550		739
4.75%, Due 2/15/2037		420		574
Total U.S. Treasury Obligations (Cost $18,697)				19,368
	Shares
SHORT-TERM INVESTMENTS - 4.49% (Cost $4,639)
JPMorgan U.S. Government Money Market Fund, Capital Class		4,638,918		4,639
TOTAL INVESTMENTS - 101.44% (Cost $98,564)				104,819
LIABILITIES, NET OF OTHER ASSETS - (1.44%)				(1,495	)
TOTAL NET ASSETS - 100.00%			$	103,324

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^B  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $10,424 or 10.09% of net assets. The Fund has no right to demand registration of these securities.

^C  LLC - Limited Liability Company.

^D  PLC - Public Limited Company.

^E  The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^F  LP - Limited Partnership.

^G  Par Value represents units rather than shares.

^H Non-voting participating shares.

^I REIT – Real Estate Investment Trust.

See accompanying notes

29

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
CORPORATE OBLIGATIONS - 37.92%
Consumer - 1.00%
Altria Group, Inc.,
4.75%, Due 5/5/2021	$	390	$	435
2.85%, Due 8/9/2022		650		647
Anheuser-Busch InBev Worldwide, Inc., 8.00%, Due 11/15/2039		175		266
Diageo Capital PLC, 1.50%, Due 5/11/2017A		1,075		1,085
General Mills, Inc., 2.20%, Due 10/21/2019		1,500		1,511
SABMiller Holdings, Inc., 4.95%, Due 1/15/2042B		400		438
				4,382
Energy - 3.08%
Apache Corp., 5.10%, Due 9/1/2040		200		210
Buckeye Partners LP, 4.875%, Due 2/1/2021C		335		351
Canadian Natural Resources Ltd.,
3.45%, Due 11/15/2021		550		561
6.25%, Due 3/15/2038		360		430
ConocoPhillips, 6.65%, Due 7/15/2018		825		956
Devon Energy Corp., 4.75%, Due 5/15/2042		400		416
Enable Midstream Partners LP, 3.90%, Due 5/15/2024B C		520		502
Energy Transfer Partners LP, 4.65%, Due 6/1/2021C		500		537
Enterprise Products Operating LLC, 6.125%, Due 10/15/2039D		390		464
EOG Resources, Inc., 2.50%, Due 2/1/2016		425		431
Halliburton Co., 3.25%, Due 11/15/2021		895		933
Husky Energy, Inc., 3.95%, Due 4/15/2022		800		815
Marathon Petroleum Corp., 3.625%, Due 9/15/2024		335		341
Phillips 66,
2.95%, Due 5/1/2017		555		574
4.30%, Due 4/1/2022		300		326
Plains All American Pipeline LP / PAA Finance Corp., 4.70%, Due 6/15/2044C		305		306
Schlumberger Investment S.A., 3.65%, Due 12/1/2023		1,115		1,178
Shell International Finance BV, 1.125%, Due 8/21/2017		1,335		1,339
Spectra Energy Partners LP, 4.60%, Due 6/15/2021C		235		257
Sunoco Logistics Partners Operations LP, 4.25%, Due 4/1/2024C		200		205
TransCanada PipeLines Ltd.,
3.75%, Due 10/16/2023		400		418
7.625%, Due 1/15/2039		650		920
6.10%, Due 6/1/2040		290		359
Williams Partners LP, 3.90%, Due 1/15/2025C		685		675
				13,504
Finance - 15.10%
AEGON Funding Co. LLC, 5.75%, Due 12/15/2020D		400		462
Aetna, Inc., 4.75%, Due 3/15/2044		515		581
American Express Co., 4.05%, Due 12/3/2042		528		509
American Express Credit Corp.,
1.30%, Due 7/29/2016		620		623
2.125%, Due 3/18/2019		900		907
American International Group, Inc.,
6.40%, Due 12/15/2020		311		373
4.875%, Due 6/1/2022		1,000		1,128
4.50%, Due 7/16/2044		455		471
Bank of America Corp.,
7.80%, Due 9/15/2016		700		758
2.60%, Due 1/15/2019		1,315		1,335
4.125%, Due 1/22/2024		2,500		2,643
4.00%, Due 4/1/2024		1,000		1,047
6.11%, Due 1/29/2037		360		424
5.00%, Due 1/21/2044		1,100		1,214
Bank of New York Mellon Corp.,
1.30%, Due 1/25/2018		995		994
2.20%, Due 3/4/2019		820		831
Barclays Bank PLC, 3.75%, Due 5/15/2024A		2,100		2,183
Bear Stearns Cos. LLC, 7.25%, Due 2/1/2018D		1,035		1,187
BNP Paribas S.A., 3.60%, Due 2/23/2016		400		409

See accompanying notes

30

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Branch Banking & Trust Co., 1.45%, Due 10/3/2016	$	935	$	943
Capital One Financial Corp., 2.45%, Due 4/24/2019		670		676
Citigroup, Inc.,
4.45%, Due 1/10/2017		1,000		1,051
8.50%, Due 5/22/2019		1,650		2,042
2.50%, Due 7/29/2019		1,785		1,802
5.875%, Due 1/30/2042		500		616
CNA Financial Corp., 7.35%, Due 11/15/2019		480		574
ERP Operating LP, 3.00%, Due 4/15/2023C		290		289
General Electric Capital Corp.,
0.474%, Due 1/8/2016E		1,300		1,301
5.625%, Due 5/1/2018		375		422
6.00%, Due 8/7/2019		350		409
5.50%, Due 1/8/2020		800		926
5.30%, Due 2/11/2021		250		290
3.10%, Due 1/9/2023		1,060		1,098
5.875%, Due 1/14/2038		370		481
Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		500		515
6.25%, Due 9/1/2017		1,100		1,215
5.95%, Due 1/18/2018		970		1,076
6.00%, Due 6/15/2020		990		1,147
5.75%, Due 1/24/2022		500		580
3.50%, Due 1/23/2025		325		325
Health Care REIT, Inc.,
4.125%, Due 4/1/2019F		350		374
5.25%, Due 1/15/2022 F		500		558
Humana, Inc., 3.15%, Due 12/1/2022		595		598
ING Bank N.V.,
5.125%, Due 5/1/2015B		250		250
3.75%, Due 3/7/2017B		1,500		1,566
JPMorgan Chase & Co.,
0.600%, Due 6/13/2016E		480		479
3.625%, Due 5/13/2024		1,900		1,956
3.875%, Due 9/10/2024		660		667
5.50%, Due 10/15/2040		1,000		1,184
KeyCorp, 5.10%, Due 3/24/2021		385		435
Liberty Mutual Group, Inc., 4.25%, Due 6/15/2023B		480		508
MetLife, Inc.,
6.375%, Due 6/15/2034		500		662
4.721%, Due 12/15/2044		600		659
Morgan Stanley,
7.30%, Due 5/13/2019		1,120		1,330
5.625%, Due 9/23/2019		600		679
2.65%, Due 1/27/2020		990		1,001
4.35%, Due 9/8/2026		665		677
National Australia Bank Ltd., 4.375%, Due 12/10/2020B		425		470
Nordea Bank AB, 4.875%, Due 1/27/2020B		450		506
PNC Funding Corp., 3.30%, Due 3/8/2022		620		646
Prudential Financial, Inc.,
7.375%, Due 6/15/2019		450		542
4.60%, Due 5/15/2044		1,000		1,016
Simon Property Group LP,
2.20%, Due 2/1/2019C F		1,100		1,117
3.375%, Due 10/1/2024C F		1,000		1,025
SunTrust Banks, Inc., 3.50%, Due 1/20/2017		725		752
Svenska Handelsbanken AB, 2.875%, Due 4/4/2017		800		826
Toronto Dominion Bank, 2.625%, Due 9/10/2018		1,015		1,047
Trinity Acquisition PLC, 4.625%, Due 8/15/2023A		320		335
UBS AG, 5.875%, Due 12/20/2017		1,163		1,289
UnitedHealth Group, Inc.,
1.625%, Due 3/15/2019		460		459
3.95%, Due 10/15/2042		350		347
US Bancorp, 1.95%, Due 11/15/2018		1,660		1,685

See accompanying notes

31

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Ventas Realty LP, 5.70%, Due 9/30/2043C	$	290	$	338
Wachovia Corp.,
0.645%, Due 10/15/2016E		1,300		1,297
5.75%, Due 2/1/2018		950		1,059
Wells Fargo & Co.,
2.15%, Due 1/15/2019		465		471
3.90%, Due 5/1/2045		1,000		969
Westpac Banking Corp., 1.50%, Due 12/1/2017		660		663
				66,299
Manufacturing - 7.54%
ABB Finance USA, Inc., 2.875%, Due 5/8/2022		365		370
Altera Corp.,
1.75%, Due 5/15/2017		260		262
2.50%, Due 11/15/2018		255		260
American Honda Finance Corp.,
2.125%, Due 2/28/2017B		1,000		1,023
3.875%, Due 9/21/2020B		500		537
Apple, Inc., 2.40%, Due 5/3/2023		1,250		1,217
BAE Systems Holdings, Inc., 3.80%, Due 10/7/2024B		1,000		1,046
BHP Billiton Finance USA Ltd., 1.625%, Due 2/24/2017		435		439
Caterpillar Financial Services Corp., 1.625%, Due 6/1/2017		585		592
Cooper US, Inc., 3.875%, Due 12/15/2020		665		715
Cummins, Inc., 3.65%, Due 10/1/2023		290		308
Daimler Finance North America LLC, 2.25%, Due 9/3/2019B D		500		505
Delphi Corp., 4.15%, Due 3/15/2024		705		746
Dow Chemical Co.,
4.25%, Due 11/15/2020		515		562
4.125%, Due 11/15/2021		400		432
3.50%, Due 10/1/2024		600		610
Eaton Corp., PLC,
5.60%, Due 5/15/2018A		455		506
2.75%, Due 11/2/2022A		335		336
EMC Corp., 1.875%, Due 6/1/2018		930		940
Ford Motor Credit Co. LLC,
4.25%, Due 2/3/2017D		700		734
5.875%, Due 8/2/2021D		600		701
General Electric Co., 5.25%, Due 12/6/2017		440		485
Hewlett-Packard Co.,
2.20%, Due 12/1/2015		425		428
4.05%, Due 9/15/2022		350		367
Ingersoll-Rand Luxembourg Finance S.A., 2.625%, Due 5/1/2020		500		503
Intel Corp., 3.30%, Due 10/1/2021		465		492
John Deere Capital Corp.,
1.05%, Due 10/11/2016		655		658
1.30%, Due 3/12/2018		550		551
Johnson Controls, Inc., 5.00%, Due 3/30/2020		480		534
Koninklijke Philips Electronics N.V., 5.75%, Due 3/11/2018		535		594
L-3 Communications Corp., 3.95%, Due 5/28/2024		370		375
LYB International Finance BV, 4.00%, Due 7/15/2023		690		730
Microsoft Corp., 3.75%, Due 2/12/2045		665		630
Monsanto Co.,
1.15%, Due 6/30/2017		1,095		1,099
4.40%, Due 7/15/2044		725		741
Nissan Motor Acceptance Corp., 2.35%, Due 3/4/2019B		900		913
Northrop Grumman Corp.,
5.05%, Due 8/1/2019		200		223
3.85%, Due 4/15/2045		710		673
Nucor Corp.,
4.125%, Due 9/15/2022		325		350
4.00%, Due 8/1/2023		325		340
Oracle Corp.,
2.25%, Due 10/8/2019		725		737
3.25%, Due 5/15/2030		2,000		1,967
4.30%, Due 7/8/2034		725		753

See accompanying notes

32

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
PACCAR Financial Corp.,
1.15%, Due 8/16/2016	$	595	$	599
2.20%, Due 9/15/2019		325		330
Pentair Finance S.A., 3.15%, Due 9/15/2022		485		479
Toyota Motor Credit Corp.,
2.05%, Due 1/12/2017		480		490
2.125%, Due 7/18/2019		650		659
Tyco Electronics Group S.A., 6.55%, Due 10/1/2017		365		407
United Technologies Corp.,
1.80%, Due 6/1/2017		840		856
6.125%, Due 7/15/2038		600		782
Volkswagen Group of America Finance LLC, 2.45%, Due 11/20/2019B D		1,000		1,020
Xerox Corp., 2.95%, Due 3/15/2017		175		180
Xilinx, Inc., 2.125%, Due 3/15/2019		300		301
				33,087
Service - 4.83%
AbbVie, Inc.,
1.75%, Due 11/6/2017		525		528
2.90%, Due 11/6/2022		380		376
Actavis Funding SCS,
1.85%, Due 3/1/2017		235		237
4.55%, Due 3/15/2035		200		201
Alibaba Group Holding Ltd., 3.60%, Due 11/28/2024B		1,000		995
Baxter International, Inc., 1.85%, Due 6/15/2018		605		609
Bayer US Finance LLC, 2.375%, Due 10/8/2019B D		500		507
Becton Dickinson and Co.,
3.25%, Due 11/12/2020		480		498
3.875%, Due 5/15/2024		535		556
Cardinal Health, Inc., 3.20%, Due 3/15/2023		635		640
CBS Corp., 3.375%, Due 3/1/2022		1,000		1,016
Celgene Corp., 5.25%, Due 8/15/2043		310		350
Comcast Corp.,
5.875%, Due 2/15/2018		925		1,041
6.55%, Due 7/1/2039		800		1,066
DIRECTV Holdings LLC, 6.35%, Due 3/15/2040D		225		262
eBay, Inc., 1.35%, Due 7/15/2017		600		599
Genzyme Corp., 5.00%, Due 6/15/2020		270		309
GlaxoSmithKline Capital PLC, 1.50%, Due 5/8/2017A		1,090		1,102
Home Depot, Inc., 2.70%, Due 4/1/2023		330		334
Lowe’s Companies, Inc., 4.25%, Due 9/15/2044		330		349
MasterCard, Inc., 3.375%, Due 4/1/2024		575		602
McKesson Corp.,
3.25%, Due 3/1/2016		200		204
1.292%, Due 3/10/2017		370		371
3.796%, Due 3/15/2024		600		626
Medtronic, Inc.,
3.50%, Due 3/15/2025B		1,000		1,035
4.375%, Due 3/15/2035B		380		401
Quest Diagnostics, Inc., 4.75%, Due 1/30/2020		225		247
Sanofi,
1.25%, Due 4/10/2018		235		235
4.00%, Due 3/29/2021		395		433
Thomson Reuters Corp.,
4.70%, Due 10/15/2019		225		247
4.30%, Due 11/23/2023		400		427
3.85%, Due 9/29/2024		600		613
Time Warner, Inc.,
4.875%, Due 3/15/2020		1,090		1,220
4.75%, Due 3/29/2021		350		390
Viacom, Inc., 4.50%, Due 2/27/2042		500		457
Walgreens Boots Alliance, Inc.,
2.70%, Due 11/18/2019		670		682
3.80%, Due 11/18/2024		500		513
Wal-Mart Stores, Inc., 7.55%, Due 2/15/2030		400		589

See accompanying notes

33

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Zimmer Holdings, Inc., 3.55%, Due 4/1/2025	$	340	$	341
				21,208
Telecommunications - 2.85%
America Movil SAB de CV, 6.375%, Due 3/1/2035		375		462
AT&T, Inc.,
2.45%, Due 6/30/2020		345		345
3.40%, Due 5/15/2025		500		495
4.50%, Due 5/15/2035		515		504
5.55%, Due 8/15/2041		1,000		1,087
4.35%, Due 6/15/2045		448		414
Deutsche Telekom International Finance BV, 4.875%, Due 3/6/2042B		850		936
Orange S.A., 2.125%, Due 9/16/2015		225		226
Rogers Communications, Inc., 5.00%, Due 3/15/2044		790		851
Verizon Communications, Inc.,
4.60%, Due 4/1/2021		780		859
3.50%, Due 11/1/2024		350		354
6.40%, Due 9/15/2033		900		1,095
6.90%, Due 4/15/2038		900		1,158
6.55%, Due 9/15/2043		850		1,064
Vodafone Group PLC,
1.50%, Due 2/19/2018A		1,060		1,060
6.15%, Due 2/27/2037A		1,310		1,578
				12,488
Transportation - 0.71%
Burlington Northern Santa Fe LLC,
7.95%, Due 8/15/2030D		320		467
5.75%, Due 5/1/2040D		440		542
5.15%, Due 9/1/2043D		500		580
Canadian National Railway Co., 5.55%, Due 5/15/2018		400		448
CSX Corp., 5.50%, Due 4/15/2041		425		516
Norfolk Southern Corp., 5.75%, Due 4/1/2018		300		336
Union Pacific Corp., 3.375%, Due 2/1/2035		260		246
				3,135
Utilities - 2.81%
Consolidated Edison Co. of New York, Inc.,
5.50%, Due 12/1/2039		350		426
4.625%, Due 12/1/2054		235		253
Delmarva Power & Light Co., 3.50%, Due 11/15/2023		510		538
Dominion Resources, Inc., 4.70%, Due 12/1/2044		1,000		1,081
Duke Energy Corp., 3.55%, Due 9/15/2021		820		868
Duke Energy Indiana, Inc., 6.05%, Due 6/15/2016		450		476
Duke Energy Progress, Inc., 4.15%, Due 12/1/2044		535		568
MidAmerican Energy Holdings Co., 6.125%, Due 4/1/2036		1,000		1,279
National Rural Utilities Cooperative Finance Corp., 5.45%, Due 4/10/2017		505		546
Pacific Gas & Electric Co., 4.30%, Due 3/15/2045		1,000		1,051
Progress Energy, Inc.,
4.875%, Due 12/1/2019		450		502
4.40%, Due 1/15/2021		1,000		1,092
Sierra Pacific Power Co., 3.375%, Due 8/15/2023		295		308
Southern Co., 2.15%, Due 9/1/2019		450		453
Southwestern Electric Power Co., 3.55%, Due 2/15/2022		800		836
Union Electric Co., 6.70%, Due 2/1/2019		510		601
Xcel Energy, Inc., 5.613%, Due 4/1/2017		1,321		1,435
				12,313
Total Corporate Obligations (Cost $159,177)				166,416
FOREIGN GOVERNMENT OBLIGATIONS - 0.27%
Energy - 0.27%
Petrobras Global Finance BV,
3.875%, Due 1/27/2016		300		300
5.375%, Due 1/27/2021		500		481
Petroleos Mexicanos, 6.00%, Due 3/5/2020		375		425
Total Foreign Government Obligations (Cost $1,187)				1,206

See accompanying notes

34

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
ASSET-BACKED OBLIGATIONS - 4.95%
Ally Master Owner Trust, 1.21%, Due 6/15/2017, 2012 3 A2	$	3,500	$	3,503
American Express Credit Account Master Trust, 1.26%, Due 1/15/2020, 2014 2 A		850		854
AmeriCredit Automobile Receivables Trust, 1.15%, Due 6/10/2019, 2014 3 A3		960		960
Capital Auto Receivables Asset Trust, 1.09%, Due 3/20/2018, 2013-4 A3		980		980
Capital One Multi-Asset Execution Trust, 1.48%, Due 7/15/2020, 2014 A5 A		1,400		1,409
Citibank Credit Card Issuance Trust, 1.11%, Due 7/23/2018, 2013 A3 A3		800		804
Ford Credit Auto Lease Trust, 0.90%, Due 6/15/2017, 2014 A A4		440		440
Ford Credit Auto Owner Trust, 2.03%, Due 8/15/2020, 2015 A B		1,100		1,106
Ford Credit Floorplan Master Owner Trust,
1.50%, Due 9/15/2018, 2013-5 A1		1,700		1,712
1.40%, Due 8/15/2019, 2014 4 A1		1,790		1,795
Hyundai Auto Receivables Trust, 0.79%, Due 7/16/2018, 2014 A A3		550		550
Mercedes Benz Auto Lease Trust,
0.76%, Due 7/15/2019, 2013 B A4		410		410
0.90%, Due 12/16/2019, 2014 A A4		1,405		1,406
National Credit Union Administration,
0.580%, Due 3/11/2020, 2011 R3 1AE		1,935		1,943
0.628%, Due 10/7/2020, 2010 R1 1AE		1,444		1,452
Nissan Master Owner Trust Receivables, 0.652%, Due 5/15/2017, 2012 A AE		1,700		1,700
Volkswagen Auto Lease Trust, 1.25%, Due 12/20/2017, 2015 A A3		705		707
Total Asset-Backed Obligations (Cost $21,673)				21,731
COLLATERALIZED MORTGAGE OBLIGATIONS - 0.11% (Cost $467)
Freddie Mac (REMIC), 0.582%, Due 12/15/2040, 3891 DFE		467		469
COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 5.71%
Banc of America Commercial Mortgage Trust,
5.317%, Due 9/10/2047, 2006-5 A2		27		27
5.634%, Due 4/10/2049, 2007-2 A2		44		44
Bear Stearns Commercial Mortgage Securities,
5.201%, Due 12/11/2038, 2006-PW14 A4		790		828
5.54%, Due 9/11/2041, 2006-PW13 A4		1,165		1,213
Ginnie Mae REMIC Trust,
2.012%, Due 7/16/2035, 2011-144 AB		99		99
2.174%, Due 7/16/2038, 2011-147 A		2,512		2,519
1.45%, Due 4/16/2039, 2013-45 AB		2,671		2,649
2.586%, Due 9/16/2039, 2014-31 AB		1,453		1,477
2.17%, Due 4/16/2041, 2012 44 A		3,662		3,714
1.732%, Due 5/16/2042, 2012 70 A		2,628		2,636
2.70%, Due 4/16/2043, 2011-109 AB		1,595		1,626
2.543%, Due 9/16/2044, 2011-96 AC		38		38
3.20%, Due 11/16/2044, 2011-92 B		2,700		2,780
GS Mortgage Securities Corp II,
3.679%, Due 8/10/2043, 2010-C1 A1B		299		310
3.849%, Due 12/10/2043, 2010-C2 A1B		705		718
3.645%, Due 3/10/2044, 2011-GC3 A2B		471		477
JP Morgan Chase Commercial Mortgage Securities Corp.,
3.853%, Due 6/15/2043, 2010-C1 A1B		56		56
4.388%, Due 2/15/2046, 2011-C3 A3B		800		861
5.885%, Due 2/12/2049, 2007-CB19 A4		550		590
JPMBB Commercial Mortgage Securities Trust, 3.157%, Due 7/15/2045, 2013 C12 ASB		935		976
LB-UBS Commercial Mortgage Trust, 5.424%, Due 2/15/2040, 2007-C1 A4		531		562
Wachovia Bank Commercial Mortgage Trust, 5.898%, Due 6/15/2049, 2007-C32 A2		49		49
WF-RBS Commercial Mortgage Trust, 3.66%, Due 3/15/2047, 2014 C19 A3		770		819
Total Commercial Mortgage-Backed Obligations (Cost $24,676)				25,068

See accompanying notes

35

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 22.58%
Federal Home Loan Mortgage Corporation - 3.45%
4.50%, Due 3/1/2019	$	54	$	56
5.00%, Due 10/1/2020		145		155
3.50%, Due 9/1/2028		2,661		2,864
3.00%, Due 7/1/2033		3,847		3,973
5.00%, Due 8/1/2033		99		112
5.50%, Due 2/1/2034		133		151
6.00%, Due 8/1/2034		72		83
5.00%, Due 8/1/2035		53		60
5.00%, Due 9/1/2035		131		146
5.50%, Due 4/1/2037		65		74
5.00%, Due 3/1/2038		92		102
5.50%, Due 5/1/2038		119		134
5.50%, Due 6/1/2038		86		96
4.00%, Due 1/1/2041		766		821
4.50%, Due 2/1/2041		536		585
3.50%, Due 3/1/2042		721		756
3.50%, Due 6/1/2042		3,235		3,391
3.50%, Due 2/1/2043		1,522		1,596
				15,155
Federal National Mortgage Association - 14.62%
6.50%, Due 2/1/2017		13		13
5.00%, Due 12/1/2017		57		60
4.50%, Due 9/1/2018		145		152
4.00%, Due 8/1/2020		35		36
3.50%, Due 1/1/2026		208		221
4.00%, Due 5/1/2026		144		155
4.00%, Due 6/1/2026		1,681		1,810
3.00%, Due 8/1/2027		579		607
3.00%, Due 11/1/2027		1,102		1,159
3.50%, Due 1/1/2028		2,664		2,832
5.00%, Due 3/1/2034		133		149
4.50%, Due 4/1/2034		571		627
5.50%, Due 6/1/2034		83		94
4.50%, Due 9/1/2034		42		46
5.50%, Due 2/1/2035		145		165
5.00%, Due 5/1/2035		1,850		2,065
5.00%, Due 11/1/2035		112		125
5.50%, Due 12/1/2035		89		101
5.00%, Due 2/1/2036		94		104
5.50%, Due 4/1/2036		188		213
6.00%, Due 9/1/2036		35		41
6.50%, Due 12/1/2036		78		90
5.50%, Due 2/1/2037		95		108
6.00%, Due 9/1/2037		86		98
6.00%, Due 1/1/2038		118		135
5.50%, Due 3/1/2038		233		266
5.00%, Due 4/1/2038		88		98
5.50%, Due 6/1/2038		60		68
4.50%, Due 1/1/2040		1,053		1,150
5.00%, Due 5/1/2040		930		1,041
5.00%, Due 6/1/2040		1,265		1,415
4.00%, Due 9/1/2040		746		799
4.00%, Due 12/1/2040		3,619		3,882
4.00%, Due 1/1/2041		2,955		3,160
4.00%, Due 2/1/2041		1,789		1,927
5.00%, Due 3/1/2041		893		995
4.00%, Due 4/1/2041		840		916
4.50%, Due 4/1/2041		3,827		4,184
4.50%, Due 5/1/2041		577		631
4.50%, Due 8/1/2041		2,228		2,433
4.00%, Due 9/1/2041		1,932		2,072
4.50%, Due 10/1/2041		861		950

See accompanying notes

36

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
4.00%, Due 11/1/2041	$	671	$	719
5.00%, Due 3/1/2042		933		1,049
3.50%, Due 9/1/2042		864		906
4.00%, Due 11/1/2042	$	302	$	323
3.50%, Due 1/1/2043		924		969
4.50%, Due 1/1/2043		625		685
3.00%, Due 5/1/2043		1,809		1,845
3.00%, Due 6/1/2043		5,097		5,198
3.50%, Due 7/1/2043		739		776
3.00%, Due 8/1/2043		3,676		3,747
3.50%, Due 8/1/2044		2,242		2,351
4.00%, Due 9/1/2044		833		902
3.50%, Due 11/1/2044		2,147		2,252
3.50%, Due 5/13/2045G		5,000		5,239
				64,154
Government National Mortgage Association - 4.51%
6.50%, Due 3/15/2028		101		119
6.00%, Due 4/15/2031		116		135
4.50%, Due 5/15/2039		2,108		2,327
5.50%, Due 2/15/2040		385		435
4.50%, Due 6/15/2040		829		922
3.50%, Due 9/15/2041		1,552		1,639
3.50%, Due 3/15/2043		1,516		1,605
5.50%, Due 2/20/2034		123		141
4.50%, Due 10/20/2040		863		954
4.00%, Due 1/20/2045		1,982		2,138
4.00%, Due 2/20/2045		2,972		3,189
3.50%, Due 3/20/2045		3,030		3,223
3.50%, Due 5/20/2045		2,805		2,959
				19,786
Total U.S. Agency Mortgage-Backed Obligations (Cost $96,977)				99,094
U.S. TREASURY OBLIGATIONS - 24.55%
1.50%, Due 6/30/2016		6,500		6,587
3.125%, Due 10/31/2016		6,400		6,655
0.875%, Due 1/31/2017		10,240		10,302
0.75%, Due 12/31/2017		4,600		4,590
1.375%, Due 9/30/2018		4,450		4,495
1.125%, Due 5/31/2019		1,000		995
1.25%, Due 2/29/2020		6,600		6,544
1.75%, Due 10/31/2020		4,000		4,038
2.00%, Due 11/15/2021		10,940		11,108
2.00%, Due 2/15/2022		16,600		16,840
1.625%, Due 11/15/2022		9,100		8,954
2.50%, Due 8/15/2023		7,500		7,830
2.375%, Due 8/15/2024		4,155		4,280
6.875%, Due 8/15/2025		770		1,115
5.25%, Due 11/15/2028		750		1,008
4.75%, Due 2/15/2037		800		1,094
4.50%, Due 8/15/2039		1,700		2,253
3.125%, Due 11/15/2041		8,425		9,077
Total U.S. Treasury Obligations (Cost $104,054)				107,765

See accompanying notes

37

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Shares		Fair Value
			(000’s)
SHORT-TERM INVESTMENTS - 5.77% (Cost $25,326)
JPMorgan U.S. Government Money Market Fund, Capital Class		25,326,265	$	25,326
TOTAL INVESTMENTS - 101.86% (Cost $433,537)				447,075
LIABILITIES, NET OF OTHER ASSETS - (1.86%)				(8,186	)
TOTAL NET ASSETS - 100.00%			$	438,889

Percentages are stated as a percent of net assets.

^A  PLC - Public Limited Company.

^B  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $15,580 or 3.55% of net assets. The Fund has no right to demand registration of these securities.

^C  LP - Limited Partnership.

^D  LLC - Limited Liability Company.

^E  The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^F  REIT – Real Estate Investment Trust.

^G  TBA – To Be Announced.

See accompanying notes

38

American Beacon Short-Term Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
CORPORATE OBLIGATIONS - 54.40%
Consumer - 1.24%
Kellogg Co., 1.125%, Due 5/15/2015	$	2,000	$	2,000
Finance - 30.28%
ABN AMRO Bank N.V., 1.375%, Due 1/22/2016A		3,000		3,011
Bank America Corp., 3.625%, Due 3/17/2016		4,420		4,523
Bank of Tokyo-Mitsubishi UFJ Ltd., 1.55%, Due 9/9/2016A		3,000		3,016
Barclays Bank PLC, 5.00%, Due 9/22/2016B		995		1,049
Citigroup, Inc.,
1.237%, Due 7/25/2016C		1,000		1,005
0.937%, Due 11/15/2016C		1,000		1,002
0.805%, Due 3/10/2017C		1,000		999
Credit Suisse/New York NY, 1.70%, Due 4/27/2018		2,000		1,996
Danske Bank A/S, 3.875%, Due 4/14/2016A		3,000		3,081
Deutsche Bank AG/London, 3.25%, Due 1/11/2016		3,700		3,764
General Electric Capital Corp., 1.50%, Due 7/12/2016		3,000		3,031
Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		1,000		1,031
3.625%, Due 2/7/2016		3,270		3,337
JPMorgan Chase & Co.,
3.45%, Due 3/1/2016		3,500		3,577
3.15%, Due 7/5/2016		2,273		2,331
Morgan Stanley,
3.45%, Due 11/2/2015		3,000		3,041
3.80%, Due 4/29/2016		3,000		3,087
Sumitomo Mitsui Banking Corp., 1.45%, Due 7/19/2016		2,350		2,362
Wells Fargo & Company, 3.676%, Due 6/15/2016C		3,500		3,614
				48,857
Manufacturing - 7.84%
American Honda Finance Corp., 1.00%, Due 8/11/2015A		2,000		2,004
Daimler Finance North America LLC, 3.00%, Due 3/28/2016A D		3,500		3,565
Ford Motor Credit Co. LLC, 4.25%, Due 2/3/2017D		1,000		1,049
Nissan Motor Acceptance Corp., 0.969%, Due 9/26/2016A C		3,000		3,018
Volkswagen International Finance N.V., 1.15%, Due 11/20/2015A		3,000		3,011
				12,647
Service - 7.47%
AbbVie, Inc., 1.20%, Due 11/6/2015		3,000		3,008
Alibaba Group Holding Ltd., 1.625%, Due 11/28/2017A		3,000		3,008
McKesson Corp., 0.95%, Due 12/4/2015		1,000		1,002
Medtronic, Inc., 1.50%, Due 3/15/2018A		2,000		2,012
Thomson Reuters Corp., 1.30%, Due 2/23/2017		1,000		1,000
Walgreens Boots Alliance, Inc., 1.75%, Due 11/17/2017		2,000		2,016
				12,046
Telecommunications - 6.85%
AT&T, Inc., 1.171%, Due 11/27/2018C		3,000		3,039
British Telecommunications PLC, 1.625%, Due 6/28/2016B		3,000		3,022
Verizon Communications, Inc., 1.35%, Due 6/9/2017		5,000		4,997
				11,058
Utilities - 0.72%
Dominion Resources, Inc., 1.95%, Due 8/15/2016		1,149		1,162
Total Corporate Obligations (Cost $87,541)				87,770
ASSET-BACKED OBLIGATIONS - 23.78%
Capital Auto Receivables Asset Trust,
0.92%, Due 9/20/2016, 2013-2 A2		1,162		1,162
1.32%, Due 6/20/2018, 2014 1 A3		3,000		3,011
Chrysler Capital Auto Receivables Trust, 0.91%, Due 4/16/2018, 2013-AA A3A		3,408		3,414
Citibank Credit Card Issuance Trust, 1.32%, Due 9/7/2018, 2013 A6 A6		5,000		5,036
Ford Credit Floorplan Master Owner Trust, 0.85%, Due 1/15/2018, 2013-1 A1		3,000		3,004
GE Equipment Transportation LLC, 0.62%, Due 7/25/2016, 2012-2 A3D		266		266
Golden Credit Card Trust, 0.612%, Due 9/15/2018, 2013-2A AA C		3,000		3,003
MMCA Auto Owner Trust, 1.21%, Due 12/16/2019, 2014 A A3A		2,955		2,962

See accompanying notes

39

American Beacon Short-Term Bond Fund^SM

Schedule of Investments

April 30, 2015 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
National Credit Union Administration,
0.624%, Due 1/8/2020, 2011 R1 1AC	$	4,018	$	4,041
0.578%, Due 2/6/2020, 2011 R2 1AC		1,100		1,105
0.580%, Due 3/11/2020, 2011 R3 1AC		3,836		3,850
1.84%, Due 10/7/2020, 2010-R1 2A		84		84
Synchrony Credit Card Master Note Trust, 1.61%, Due 11/15/2020, 2014 1 A		2,000		2,006
Toyota Auto Receivables Owner Trust, 0.93%, Due 7/16/2018, 2014 C A3		2,000		2,003
Volkswagen Auto Lease Trust, 0.84%, Due 7/20/2016, 2013 A A3		3,217		3,219
Volkswagen Auto Loan Enhanced Trust, 0.85%, Due 8/22/2016, 2012-1 A3		196		196
Total Asset-Backed Obligations (Cost $38,329)				38,362
COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 2.76%
Banc of America Commercial Mortgage Trust, 5.634%, Due 4/10/2049, 2007-2 A2		41		41
Ginnie Mae REMIC Trust,
1.864%, Due 8/16/2031, 2010-141 A		31		31
2.45%, Due 7/16/2032, 2011-109 A		493		493
2.25%, Due 5/16/2033, 2011-92 A		772		773
2.25%, Due 8/16/2034, 2011-78 A		525		526
2.21%, Due 11/16/2034, 2011-16 A		300		300
2.21%, Due 12/16/2035, 2011-31 A		756		759
2.45%, Due 7/16/2038, 2011-49 A		1,434		1,457
JP Morgan Chase Commercial Mortgage Securities Corp., 3.853%, Due 6/15/2043, 2010-C1 A1A		75		75
Total Commercial Mortgage-Backed Obligations (Cost $4,473)				4,455
U.S. TREASURY OBLIGATIONS - 18.66%
0.875%, Due 11/30/2016		10,000		10,063
0.625%, Due 12/15/2016		20,000		20,040
Total U.S. Treasury Obligations (Cost $30,109)				30,103
	Shares
SHORT-TERM INVESTMENTS - 0.21% (Cost $331)
JPMorgan U.S. Government Money Market Fund, Capital Class		330,696		331
TOTAL INVESTMENTS - 99.81% (Cost $160,784)				161,021
OTHER ASSETS, NET OF LIABILITIES - 0.19%				314
TOTAL NET ASSETS - 100.00%			$	161,335

Percentages are stated as a percent of net assets.

^A  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $35,180 or 21.81% of net assets. The Fund has no right to demand registration of these securities.

^B  PLC - Public Limited Company.

^C  The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^D  LLC - Limited Liability Company.

See accompanying notes

40

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2015 (Unaudited) (in thousands except share and per share amounts)

	High Yield Bond Fund			Retirement Income and Appreciation Fund			Intermediate Bond Fund			Short-Term Bond Fund
Assets:
Investments in unaffiliated securities, at fair value A	$	173,174		$	104,819		$	447,075		$	161,021
Dividends and interest receivable		3,020			580			2,474			549
Receivable for investments sold		2,403			718			—			—
Receivable for fund shares sold		212			20			1,016			23
Receivable for tax reclaims		10			1			4			3
Receivable for expense reimbursement (Note 2)		2			—			—			1
Prepaid expenses		34			19			37			30
Total assets		178,855			106,157			450,606			161,627
Liabilities:
Payable for investments purchased		2,094			2,732			11,540			—
Payable for fund shares redeemed		343			7			28			217
Dividends payable		6			1			1			1
Management and investment advisory fees payable		60			27			71			26
Administrative service and service fees payable		20			31			18			11
Transfer agent fees payable		2			—			3			11
Custody and fund accounting fees payable		5			3			7			2
Professional fees payable		22			23			19			19
Trustee fees payable		3			1			5			2
Payable for prospectus and shareholder reports		6			7			25			2
Other liabilities		—			1			—			1
Total liabilities		2,561			2,833			11,717			292
Net Assets	$	176,294		$	103,324		$	438,889		$	161,335
Analysis of Net Assets:
Paid-in-capital		190,564			95,775			426,035			168,261
Overdistribution of net investment income		(809	)		(225	)		(369	)		(287	)
Accumulated net realized gain (loss)		(5,027	)		1,519			(315	)		(6,876	)
Unrealized appreciation or (depreciation) of investments		(8,427	)		6,255			13,538			237
Unrealized (depreciation) of currency transactions		(7	)		—			—			—
Net assets	$	176,294		$	103,324		$	438,889		$	161,335
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		4,759,268			N/A			40,331,146			17,769,565
Y Class		106,121			90,174			22,587			103,876
Investor Class		585,977			9,236,487			117,589			554,764
A Class		161,451			102,494			39,671			105,429
C Class		222,505			184,378			35,924			126,284
AMR Class		14,566,526			N/A			N/A			N/A
Net assets (not in thousands):
Institutional Class	$	41,142,031		$	N/A		$	436,552,425		$	153,631,152
Y Class	$	921,019		$	967,617		$	245,540		$	899,828
Investor Class	$	5,070,321		$	99,255,043		$	1,272,073		$	4,799,185
A Class	$	1,398,441		$	1,106,187		$	429,176		$	911,938
C Class	$	1,926,109		$	1,994,852		$	389,175		$	1,092,408
AMR Class	$	125,835,856		$	N/A		$	N/A		$	N/A
Net asset value, offering and redemption price per share:
Institutional Class	$	8.64			N/A		$	10.82		$	8.65
Y Class	$	8.68		$	10.73		$	10.87		$	8.66
Investor Class	$	8.65		$	10.75		$	10.82		$	8.65
A Class	$	8.66		$	10.79		$	10.82		$	8.65
A Class (offering price)	$	9.09		$	11.07		$	11.36		$	8.87
C Class	$	8.66		$	10.82		$	10.83		$	8.65
AMR Class	$	8.64			N/A			N/A			N/A
A    Cost of investments in unaffiliated securities	$	181,608		$	98,564		$	433,537		$	160,784

See accompanying notes

41

American Beacon Funds^SM

Statements of Operations

For the Six Months Ended April 30, 2015 (Unaudited) (in thousands)

	High Yield Bond Fund			Retirement Income and Appreciation Fund			Intermediate Bond Fund			Short-Term Bond Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	34		$	132		$	1		$	—
Interest income		6,900			1,189			5,456			1,076
Other Income		44			—			—			—
Total investment income		6,978			1,321			5,457			1,076
Expenses:
Management and investment advisory fees (Note 2)		424			158			423			248
Administrative service fees (Note 2):
Institutional Class		109			—			105			60
Y Class		2			1			—			2
Investor Class		8			148			2			9
A Class		2			1			1			2
C Class		3			3			—			2
AMR Class		31			—			—			—
Transfer agent fees:
Institutional Class		20			—			7			10
Investor Class		1			2			1			1
AMR Class		3			—			—			—
Custody and fund accounting fees		24			10			28			15
Professional fees		23			22			24			22
Registration fees and expenses		38			31			36			41
Service fees (Note 2):
Y Class		—			—			—			1
Investor Class		7			186			2			7
A Class		1			—			—			1
C Class		1			2			—			1
Distribution fees (Note 2):
A Class		2			1			—			1
C Class		9			10			2			5
Prospectus and shareholder report expenses		22			4			29			14
Trustee fees		5			3			10			5
Other expenses		7			6			16			5
Total expenses		742			588			686			452
Net fees waived and expenses reimbursed (Note 2)		(11	)		(1	)		(1	)		(6	)
Net expenses		731			587			685			446
Net investment income		6,247			734			4,772			630
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		(4,902	)		1,781			650			—
Change in net unrealized appreciation or (depreciation) of:
Investments		(2,987	)		(471	)		3,167			(150	)
Foreign currency transactions		(7	)		—			—			—
Net gain (loss) from investments		(7,896	)		1,310			3,817			(150	)
Net increase (decrease) in net assets resulting from operations	$	(1,649	)	$	2,044		$	8,589		$	480
A Foreign taxes		(7	)		—			—			—

See accompanying notes

42

American Beacon Funds^SM

Statements of Changes in Net Assets (in thousands)

	High Yield Bond Fund						Retirement Income and Appreciation Fund
	Six Months Ended April 30, 2015			Year Ended October 31, 2014			Six Months Ended April 30, 2015			Year Ended October 31, 2014
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	6,247		$	12,859		$	734		$	1,468
Net realized gain (loss) from investments		(4,902	)		3,657			1,781			4,727
Change in net unrealized appreciation or (depreciation) from investments and foreign currency transactions		(2,994	)		(8,008	)		(471	)		(1,361	)
Net increase (decrease) in net assets resulting from operations		(1,649	)		8,508			2,044			4,834
Distributions to Shareholders:
Net investment income:
Institutional Class		(2,280	)		(4,444	)		—			—
Y Class		(31	)		(110	)		(13	)		(20	)
Investor Class		(169	)		(447	)		(1,373	)		(2,845	)
A Class		(43	)		(81	)		(8	)		(14	)
C Class		(43	)		(95	)		(19	)		(32	)
AMR Class		(4,056	)		(8,270	)		—			—
Net realized gain from investments:
Institutional Class		(1,357	)		(219	)		—			—
Y Class		(19	)		(7	)		(24	)		(20	)
Investor Class		(100	)		(26	)		(3,365	)		(4,225	)
A Class		(23	)		(4	)		(16	)		(18	)
C Class		(28	)		(7	)		(64	)		(63	)
AMR Class		(2,077	)		(464	)		—			—
Net distributions to shareholders		(10,226	)		(14,174	)		(4,882	)		(7,237	)
Capital Share Transactions:
Proceeds from sales of shares		29,128			85,739			6,267			17,150
Reinvestment of dividends and distributions		10,150			13,951			4,864			7,203
Cost of shares redeemed		(73,747	)		(80,199	)		(7,794	)		(52,515	)
Redemption fees		(8	)		31			—			—
Net increase (decrease) in net assets from capital share transactions		(34,477	)		19,522			3,337			(28,162	)
Net increase (decrease) in net assets		(46,352	)		13,856			499			(30,565	)
Net Assets:
Beginning of period		222,646			208,790			102,825			133,390
End of Period *	$	176,294		$	222,646		$	103,324		$	102,825
*  Includes overdistribution of net investment income	$	(809	)	$	(433	)	$	(225	)	$	(173	)

See accompanying notes

43

American Beacon Funds^SM

Statements of Changes in Net Assets (in thousands)

	Intermediate Bond Fund						Short-Term Bond Fund
	Six Months Ended April 30, 2015			Year Ended October 31, 2014			Six Months Ended April 30, 2015			Year Ended October 31, 2014
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	4,772		$	8,942		$	631		$	889
Net realized gain from investments		650			1,625			—			562
Change in net unrealized appreciation or (depreciation) from investments and foreign currency transactions		3,167			3,464			(150	)		(234	)
Net increase in net assets resulting from operations		8,589			14,031			481			1,217
Distributions to Shareholders:
Net investment income:
Institutional Class		(5,476	)		(11,444	)		(1,354	)		(1,692	)
Y Class		(3	)		(4	)		(5	)		(10	)
Investor Class		(14	)		(42	)		(20	)		(52	)
A Class		(4	)		(9	)		(4	)		(10	)
C Class		(2	)		(6	)		—			—
Net realized gain from investments:
Institutional Class		(1,286	)		(447	)		—			—
Y Class		(1	)		—			—			—
Investor Class		(4	)		(2	)		—			—
A Class		(1	)		(1	)		—			—
C Class		(1	)		(1	)		—			—
Net distributions to shareholders		(6,792	)		(11,956	)		(1,383	)		(1,764	)
Capital Share Transactions:
Proceeds from sales of shares		37,685			125,929			37,721			197,178
Reinvestment of dividends and distributions		6,784			11,935			1,380			1,753
Cost of shares redeemed		(23,355	)		(66,463	)		(181,160	)		(56,401	)
Net increase (decrease) in net assets from capital share transactions		21,114			71,401			(142,059	)		142,530
Net increase (decrease) in net assets		22,911			73,476			(142,961	)		141,983
Net Assets:
Beginning of period		415,978			342,502			304,296			162,313
End of Period *	$	438,889		$	415,978		$	161,335		$	304,296
*  Includes overdistribution of net investment income	$	(369	)	$	(23	)	$	(287	)	$	(556	)

See accompanying notes

44

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. As of April 30, 2015, the Trust consists of thirty-one active series, four of which are presented in this filing (collectively, the “Funds” and each individually a “Fund”): American Beacon High Yield Bond Fund, American Beacon Retirement Income and Appreciation Fund, American Beacon Intermediate Bond Fund and American Beacon Short-Term Bond Fund. The remaining twenty-seven active series are reported in separate filings.

Effective April 30, 2015 American Beacon Advisors, Inc. (the “Manager”) became a wholly-owned subsidiary of Astro AB Borrower, Inc., which is indirectly owned by investment funds affiliated with Kelso & Company, L.P. and Estancia Capital Management, LLC, two prominent private equity firms. Prior to April 30 the Manager was a wholly-owned subsidiary of Lighthouse Holdings, Inc., which was indirectly owned by investment funds affiliated with Pharos Capital Group, LLC and TPG Capital, L.P., two leading private equity firms.

Class Disclosure

Each Fund has multiple classes of shares designed to meet the needs of different groups of investors; however, not all Funds offer all classes. The following table sets forth the differences among the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administration fees, service fees, and distribution fees and vary among the classes as described more fully in Note 2.

Recently Adopted Accounting Pronouncements

In June 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements,” which amends the criteria that define an investment company and clarifies the measurement guidance and requires new disclosures for investment companies. Under the ASU, an entity that is registered under the Investment Company Act of 1940 automatically qualifies as an investment company. The Funds adopted this ASU for the fiscal year ended October 31, 2015. Management has evaluated the implications of the ASU and determined that adoption thereof will not have a material impact on the financial statements.

45

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the High Yield Bond, Retirement Income and Appreciation, and Intermediate Bond Funds are managed by one or more investment advisors which have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the High Yield Bond and Retirement Income and Appreciation Funds an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the investment advisors hired by the Manager to direct investment activities of the Funds. The Manager receives an annualized fee of 0.20% of the average daily net assets of the Intermediate Bond Fund and pays a portion of its fee to an investment advisor hired by the Manager to direct investment activities of a portion of the Fund. The Manager is one of the investment advisors of the Retirement Income and Appreciation Fund and receives an annualized fee of 0.15% on the portion of assets managed by the Manager. The Manager serves as the sole investment advisor to the Short-Term Bond Fund. Management fees paid during the six months ended April 30, 2015 were as follows (dollars in thousands):

Fund	Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Amounts paid to Manager
High Yield Bond		0.41	%	$	424	$	373	$	51
Retirement Income and Appreciation		0.31	%		158		132		26
Intermediate Bond		0.20	%		423		158		265
Short-Term Bond		0.20	%		248		—		248

Administration Agreement

The Manager and the Trust entered into an Administration Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties required under the Administration Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, A, and C Classes of each Fund and 0.05% of the average daily net assets of the AMR Class, except for the Institutional Class of the Intermediate Bond and Short-Term Bond Funds from which the Manager receives a fee of 0.05% of average daily net assets.

Distribution Plans

The Funds, except for the A and C Classes of the Funds, have adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the A and C Classes of the Funds. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of each A Class and 1.00% of the average daily net assets of each C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

46

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, and up to 0.375% of the average daily net assets of the Investor Class of each Fund.

Interfund Lending Program

Pursuant to an exemptive order by the Securities and Exchange Commission (“SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Funds to borrow from other participating Funds. For the six months ended April 30, 2015 the Short-Term Bond Fund participated as a lender and loaned on average $501,252 for 11 days at an average rate of 0.74% and earned $111. This amount is included in interest income on the Statements of Operations.

Expense Reimbursement Plan

The Manager voluntarily and contractually agreed to reimburse the following Funds to the extent that total operating expenses exceeded the Fund’s expense cap. For the period ended April 30, 2015, the Manager reimbursed expenses as follows:

		Expense Caps
Fund	Class	11/1/14 to 2/28/15			3/1/15 to 4/30/15			Reimbursed or Recovered Expenses			Expiration of Reimbursements
High Yield Bond	Institutional*		0.87	%		0.87	%	$	7,266			2018
High Yield Bond	Y		0.98	%		N/A			(98	)		2018
High Yield Bond	Investor		1.09	%		1.09	%		701			2018
High Yield Bond	A		1.02	%		1.02	%		1,596			2018
High Yield Bond	C		1.77	%		1.77	%		1,913			2018
Retirement Income and Appreciation	Y		0.80	%		0.80	%		309			2018
Retirement Income and Appreciation	A		1.04	%		1.04	%		426			2018
Retirement Income and Appreciation	C		1.86	%		1.86	%		614			2018
Intermediate Bond	Y		0.65	%		0.65	%		43			2018
Intermediate Bond	Investor		0.79	%		0.79	%		893			2018
Intermediate Bond	A		0.89	%		0.89	%		206			2018
Intermediate Bond	C		1.64	%		1.64	%		157			2018
Short-Term Bond	Y		0.64	%		0.64	%		299			2018
Short-Term Bond	Investor		0.79	%		0.79	%		2,777			2018
Short-Term Bond	A		0.75	%		0.75	%		1,315			2018
Short Term Bond	C		1.50	%		1.50	%		1,575			2018

* Voluntary waiver.

Of these amounts, $1,533, $254, $237, and $1,058 was receivable from the Manager for the six months ended April 30, 2015 for the High Yield Bond, Retirement Income and Appreciation, Intermediate Bond, and Short-Term Bond Funds, respectively. The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The reimbursed expenses listed above will expire in 2018. The carryover of excess expenses potentially reimbursable to the Manager are as follows:

47

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Fund	Recovered Expenses		Excess Expense Carryover		Expiration of Reimbursed Expenses
High Yield Bond	$	—	$	7,120		2015
High Yield Bond		98		20,279		2016
High Yield Bond		—		22,685		2017
Retirement Income and Appreciation		—		3,661		2015
Retirement Income and Appreciation		—		2,999		2016
Retirement Income and Appreciation		—		2,785		2017
Intermediate Bond		—		7,592		2015
Intermediate Bond		—		6,148		2016
Intermediate Bond		—		2,783		2017
Short-Term Bond		—		29,140		2015
Short-Term Bond		—		20,687		2016
Short-Term Bond		—		15,490		2017

During the six months ended April 30, 2015, the Manager recovered $98 from the Y Class of the High Yield Bond Fund expiring in 2016. The other Funds have not recorded a liability for potential reimbursement due to the current assessment that a reimbursement is unlikely.

Sales Commissions

The Funds’ distributor, Foreside Fund Services, LLC (“Foreside”) may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. During the six months ended April 30, 2015, Foreside collected $731 and $896 for the High Yield Bond and Retirement Income and Appreciation Funds, respectively from the sale of Class A Shares.

A contingent deferred sales charge (“CDSC”) of 0.50% will be deducted with respect to Class A Shares for the Retirement Income and Appreciation and Short-Term Bond Funds on certain purchases of $250,000 and $1,000,000 for the High Yield Bond and Intermediate Bond Funds or more that are redeemed in whole or part within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended April 30, 2015, there were no CDSC fees collected for the Funds.

A contingent deferred sales charge (“CDSC”) of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2015, CDSC fees of $590 were collected for the High Yield Bond Fund.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”) for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Debt securities (other than short-term securities) normally are valued on the basis of prices provided by an independent pricing service and may take into account appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The prices of debt securities may be determined using quotes obtained from brokers.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

48

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Securities for which market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Other investments, including restricted securities, and those financial instruments 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, established by the Fund’s Board.

Valuation Inputs

Various inputs may be used to determine the fair value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others. Level 2 securities are fixed-income securities that are valued using observable inputs as stated above.

Level 3 - Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Fixed income securities including corporate, convertible and municipal bonds and notes, U.S. government agencies, U.S. Treasury obligations, sovereign issues, bank loans, convertible preferred securities, and non-U.S. bonds are normally valued by pricing service providers that use broker dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates, and quoted prices for similar assets. Securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Fixed income securities purchased on a delayed-delivery basis are marked to market daily until settlement at the forward settlement date are categorized as Level 2 of the fair value hierarchy.

Mortgage-related and asset-backed securities are usually issued as separate tranches, or classes, of securities within each deal. These securities are also normally valued by pricing service providers that use broker dealer quotations or valuation estimates from their internal pricing models. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows, and market-based yield spreads for each tranche, and incorporate deal collateral performance, as available. Mortgage-related and asset-backed securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Common stocks, ETFs and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Valuation adjustments may be applied to certain securities that are solely traded on a foreign exchange to account for the market movement between the close of the foreign market and the close of the Exchange. These securities are valued using pricing service providers that consider the correlation of the trading patterns of the foreign security to the intraday trading in the U.S.

49

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

markets for investments. Securities using these valuation adjustments are categorized as Level 2 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

Level 3 trading assets and trading liabilities, at fair value

The valuation techniques and significant inputs used in determining the fair values of financial instruments classified as Level 3 of the fair value hierarchy are as follows:

Securities and other assets for which market quotes are not readily available are valued at fair value as determined in good faith by the Board or persons acting at their direction and may be categorized as Level 3 of the fair value hierarchy.

Market quotes are considered not readily available in circumstances where there is an absence of current or reliable market-based data (e.g., trade information or broker quotes), including where events occur after the close of the relevant market, but prior to the Exchange close, that materially affect the values of a Fund’s securities or assets. In addition, market quotes are considered not readily available when, due to extraordinary circumstances, the exchanges or markets on which the securities trade, do not open for trading for the entire day and no other market prices are available. The Board has delegated to the Manager the responsibility for monitoring significant events that may materially affect the fair values of a Fund’s securities or assets and for determining whether the value of the applicable securities or assets should be re-evaluated in light of such significant events.

The Board has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available, and has delegated the responsibility for applying the valuation methods to the Manager. For instances in which daily market quotes are not readily available, investments may be valued, pursuant to guidelines established by the Board. In the event that the security or asset cannot be valued pursuant to one of the valuation methods established by the Board, the fair value of the security or asset will be determined in good faith by the Valuation Committee, generally based upon recommendations provided by the Manager.

When a Fund uses fair valuation methods applied by the Manager that use significant unobservable inputs to determine its NAV, the securities priced using this methodology are categorized as Level 3 of the fair value hierarchy. These methods may require subjective determinations about the value of a security. While the Trust’s policy is intended to result in a calculation of a Fund’s NAV that fairly reflects security values as of the time of pricing, the Trust cannot guarantee that values determined by the Board or persons acting at their direction would accurately reflect the price that a Fund could obtain for a security if it were to dispose of that security as of the time of pricing (for instance, in a forced or distressed sale). The prices used by a Fund may differ from the value that would be realized if the securities were sold.

For fair valuations using significant unobservable inputs, U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) requires a reconciliation of the beginning to ending balances for reported fair values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in and out of the Level 3 category during the period. In accordance with the requirements of U.S. GAAP, a fair value hierarchy and Level 3 reconciliation, if any, have been included below.

The Funds’ investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accredited Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each

50

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Fund’s assets and liabilities. During the six months ended April 30, 2015, there were no transfers between levels. As of April 30, 2015, the investments were classified as described below (in thousands):

High Yield Bond*	Level 1		Level 2		Level 3		Total
Common Stocks	$	139	$	—	$	109	$	248
Preferred Stocks		529		—		—		529
Convertible Obligations		—		257		—		257
Convertible Preferred Stocks		—		—		36		36
Rights		—		80		17		97
Corporate Obligations		—		166,819		267		167,086
Short-Term Investments - Money Market Funds		4,921		—		—		4,921
Total Investments in Securities	$	5,589	$	167,156	$	429	$	173,174
Retirement Income and Appreciation*	Level 1		Level 2		Level 3		Total
Common Stock	$	1,088	$	—	$	—	$	1,088
Preferred Stocks		3,605		—		—		3,605
Convertible Preferred Stocks		2,439		—		—		2,439
Convertible Obligations		—		17,863		—		17,863
Corporate Obligations		—		32,162		—		32,162
Foreign Government Obligations		—		541		—		541
Asset-Backed Obligations		—		1,242		—		1,242
Collateralized Mortgage Obligations		—		352		—		352
Commercial Mortgage-Backed Obligations		—		9,383		—		9,383
U.S. Agency Mortgage-Backed Obligations		—		12,137		—		12,137
U.S. Treasury Obligations		—		19,368		—		19,368
Short-Term Investments - Money Market Funds		4,639		—		—		4,639
Total Investments in Securities	$	11,771	$	93,048	$	—	$	104,819
Intermediate Bond*	Level 1		Level 2		Level 3		Total
Corporate Obligations	$	—	$	166,416	$	—	$	166,416
Foreign Government Obligations		—		1,206		—		1,206
Asset-Backed Obligations		—		21,731		—		21,731
Collateralized Mortgage Obligations		—		469		—		469
Commercial Mortgage-Backed Obligations		—		25,068		—		25,068
U.S. Agency Mortgage-Backed Obligations		—		99,094		—		99,094
U.S. Treasury Obligations		—		107,765		—		107,765
Short-Term Investments - Money Market Funds		25,326		—		—		25,326
Total Investments in Securities	$	25,326	$	421,749	$	—	$	447,075
Short-Term Bond*	Level 1		Level 2		Level 3		Total
Corporate Obligations	$	—	$	87,770	$	—	$	87,770
Asset-Backed Obligations		—		38,362		—		38,362
Commercial Mortgage-Backed Obligations		—		4,455		—		4,455
U.S. Treasury Obligations		—		30,103		—		30,103
Short-Term Investments - Money Markets Funds		331		—		—		331
Total Investments in Securities	$	331	$	160,690	$	—	$	161,021

* Refer to the Schedules of Investments for Sector and Industry information.

The following is a reconciliation of Level 3 assets of the High Yield Bond Fund for which significant unobservable inputs were used to determine fair value. Transfers in or out of Level 3 represent the ending value of any security or instrument where a change in the level has occurred from the beginning to the end of the period (in thousands):

51

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

							Convertible
	Common						Preferred			Corporate
	Stocks			Rights			Stocks			Obligations			Totals
Balance as of October 31, 2014	$	77		$	—		$	45		$	—		$	122
Realized gain (loss)		(67	)		—			—			6			(61	)
Change in unrealized appreciation or (depreciation)		19			(54	)		(9	)		(67	)		(111	)
Purchases		138			71			—			334			543
Sales		58			—			—			6			64
Transfer into Level 3		—			—			—			—			—
Transfer out of Level 3		—			—			—			—			—
Balance as of April 30, 2015		109			17			36			267			429
Change in unrealized at period end*	$	19		$	(54	)	$	(9	)	$	(67	)	$	(111	)

	Rights	Corp	Common Stocks	Convertible Preferred Stock
Ending Balance as of 4/30/2015	$7	$267	$28	$36
Valuation Technique	Indicative bid quote	Financial Analysis	Indicative bid quote	Indicative bid quote
Unobservable Inputs	Broken quote	**	Broken quotes	Broken quotes
Input Value(s)	$ 0.15	$ 80	$ 3.20 - $750	$ 750

* Change in unrealized appreciation or (depreciation) attributable to Level 3 securities held at period end. This balance is included in the change in unrealized appreciation or (depreciation) on the Statements of Operations.

** Private company financial information.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Dividends to Shareholders

Dividends from net investment income of the Funds generally will be declared daily and paid monthly. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If a Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. These amounts are reported with the net realized gains in the Fund’s Statement of Operations.

52

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Redemption Fees

The High Yield Bond Fund imposes a 2% redemption fee on shares held for less than 90 days. The fee is deducted from the redemption proceeds and is intended to offset the trading costs, market impact, and other costs associated with short-term trading activity in the Fund. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of the Fund pro-rata based on their respective net assets.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

In-Kind Securities

Certain Funds may invest in payment in-kind securities (“PIKs”). PIKs give the issuer the option at each interest payment date of making interest payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates and interest rates, and associated risks as the original bonds. The daily market quotations of the original bonds may include the accrued interest (referred to as a dirty price) and require a pro-rata adjustment from the unrealized appreciation or depreciation on investment to interest receivable in the Statements of Assets and Liabilities.

Restricted Securities

Certain Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities may be sold privately, but are required to be registered or exempted from such registration before being sold to the public. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933. Disposal of restricted securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted securities outstanding at the period ended April 30, 2015 are disclosed in the Notes to the Schedules of Investments.

53

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

High-Yield Securities

Non-investment-grade securities are rated below the four highest credit grades by at least one of the public rating agencies (or are unrated if not publicly rated). Participation in high-yielding securities transactions generally involves greater returns in the form of higher average yields. However, participation in such transactions involves greater risks, including sensitivity to economic changes, solvency, and relative liquidity in the secondary trading market. Lower ratings may reflect a greater possibility that the financial condition of the issuer, or adverse changes in general economic conditions, or both, may impair the ability of the issuer to make payments of interest and principal. The prices and yields of lower-rated securities generally fluctuate more than higher-quality securities, and such prices may decline significantly in periods of general economic difficulty or rising interest rates.

Real Estate Investment Trusts

The Funds may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Funds re-characterize distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information, which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

Mortgage-Related and Other Asset-Backed Securities

The Retirement Income and Appreciation, Intermediate Bond and Short-Term Bond Funds may invest in mortgage or other asset-backed securities (“ABS”). These securities may include mortgage instruments issued by U.S. government agencies (“agency mortgages”) or those issued by private entities (“non-agency mortgages”). Specific types of instruments may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities and other securities that directly or indirectly represent a participation in, or are secured by a payable from, mortgage loans on real property. The value of the Fund’s mortgage-backed securities (“MBS”) may be affected by, among other things, changes or perceived changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the mortgage, or the quality of the underlying assets. The mortgages underlying the securities may default or decline in quality or value. Through its investments in MBS, a Fund has exposure to subprime loans, Alt-A loans and non-conforming loans as well as to the mortgage and credit markets generally. Underlying collateral related to subprime, Alt-A and non-conforming mortgage loans has become increasingly susceptible to defaults and declines in quality or

54

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

value, especially in a declining residential real estate market. In addition, regulatory or tax changes may adversely affect the mortgage securities markets as a whole.

Mortgage-Backed Securities

MBS often have stated maturities of up to thirty years when they are issued, depending upon the length of the mortgages underlying the securities. In practice however, unscheduled or early payments of principal and interest on the underlying mortgages may make the securities’ effective maturity shorter than this, and the prevailing interest rates may be higher or lower than the current yield of the Fund’s portfolio at the time resulting in reinvestment risk.

Rising or high interest rates may result in slower than expected principal payments which may tend to extend the duration of MBS, making them more volatile and more sensitive to changes in interest rates. This is known as extension risk.

MBS may have less potential for capital appreciation than comparable fixed income securities due to the likelihood of increased prepayments of mortgages resulting from foreclosures or declining interest rates. These foreclosed or refinanced mortgages are paid off at face value (par) or less, causing a loss, particularly for any investor who may have purchased the security at a premium or a price above par. In such an environment, this risk limits the potential price appreciation of these securities.

Agency Mortgage-Backed Securities

Certain MBS may be issued or guaranteed by the U.S. government or a government sponsored entity, such as Fannie Mae (the Federal National Mortgage Association) or Freddie Mac (the Federal Home Loan Mortgage Corporation). Although these instruments may be guaranteed by the U.S. government or a government sponsored entity, many such MBS are not backed by the full faith and credit of the United States and are still exposed to the risk of non-payment.

Privately Issued Mortgage-Backed Securities

MBS held by a Fund may be issued by private issuers including commercial banks, savings associations, mortgage companies, investment banking firms, finance companies and special purpose finance entities (called special purpose vehicles or SPVs) and other entities that acquire and package mortgage loans for resale as MBS. These privately issued non-agency MBS may offer higher yields than those issued by government agencies, but also may be subject to greater price changes than governmental issues. Subprime loans refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans. Alt-A loans refer to loans extended to borrowers who have incomplete documentation of income, assets, or other variables that are important to the credit underwriting processes. Non-conforming mortgages are loans that do not meet the standards that allow purchase by government-sponsored enterprises. MBS with exposure to subprime loans, Alt-A loans or non-conforming loans have had in many cases higher default rates than those loans that meet government underwriting requirements. The risk of non-payment is greater for MBS that are backed by mortgage pools that contain subprime, Alt-A and non-conforming loans, but a level of risk exists for all loans.

Unlike agency MBS issued or guaranteed by the U.S. government or a government-sponsored entity (e.g., Fannie Mae (the Federal National Mortgage Association) and Freddie Mac (the Federal Home Loan Mortgage Corporation), MBS issued by private issuers do not have a government or government-sponsored entity guarantee, but may have credit enhancements provided by external entities such as banks or financial institutions or achieved through the structuring of the transaction itself. Examples of such credit support arising out of the structure of the transaction include the issue of senior and subordinated securities (e.g., the issuance of securities by an SPV in multiple classes or “tranches,” with one or more classes being senior to other subordinated classes as to the payment of principal and interest, with the result that defaults on the

55

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

underlying mortgage loans are borne first by the holders of the subordinated class); creation of “reserve funds” (in which case cash or investments, sometimes funded from a portion of the payments on the underlying mortgage loans, are held in reserve against future losses); and “overcollateralization” (in which case the scheduled payments on, or the principal amount of, the underlying mortgage loans exceeds that required to make payment on the securities and pay any servicing or other fees). However, there can be no guarantee that credit enhancements, if any, will be sufficient to prevent losses in the event of defaults on the underlying mortgage loans. In addition, MBS that are issued by private issuers are not subject to the underwriting requirements for the underlying mortgages that are applicable to those MBS that have a government or government-sponsored entity guarantee. As a result, the mortgage loans underlying private MBS may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government-sponsored MBS and have wider variances in a number of terms including interest rate, term, size, purpose and borrower characteristics. Privately issued pools more frequently include second mortgages, high loan-to-value mortgages and manufactured housing loans. The coupon rates and maturities of the underlying mortgage loans in a private-label MBS pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime mortgage loans.

Privately issued MBS are not traded on an exchange and there may be a limited market for the securities, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, MBS held in the Fund’s portfolio may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans.

Asset-Backed Securities

ABS may include MBS, loans, receivables or other assets. The value of the Fund’s ABS may be affected by, among other things, actual or perceived changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the receivables, the market’s assessment of the quality of underlying assets or actual or perceived changes in the credit worthiness of the individual borrowers, the originator, the servicing agent or the financial institution providing the credit support.

Payment of principal and interest may be largely dependent upon the cash flows generated by the assets backing the securities.

Rising or high interest rates tend to extend the duration of ABS, making them more volatile and more sensitive to changes in interest rates. The underlying assets are sometimes subject to prepayments which can shorten the security’s weighted average life and may lower its return. Defaults on loans underlying ABS have become an increasing risk for ABS that are secured by home equity loans related to sub-prime, Alt-A or non-conforming mortgage loans, especially in a declining residential real estate market.

ABS (other than MBS) present certain risks that are not presented by MBS. Primarily, these securities may not have the benefit of any security interest in the related assets. Credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. There is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. ABS are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failures by obligors on underlying assets to make payments, the securities may contain elements of credit support which fall into two categories: (i) liquidity protection, and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses results from payment of the insurance obligations on at least a portion of the assets in the pool. This protection may be provided through guarantees, policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. The Fund will not pay any additional or separate fees

56

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

for credit support. The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets.

Delinquency or loss in excess of that anticipated or failure of the credit support could adversely affect the return on an investment in such a security. The availability of ABS may be affected by legislative or regulatory developments. It is possible that such developments may require the Fund to dispose of any then existing holdings of such securities.

5. Federal Income and Excise Taxes

It is the policy of each Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treated as a single entity for the purpose of determining such qualification.

The Funds do not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2014 remains subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The tax character of distributions paid were as follows (in thousands):

	High Yield Bond				Retirement Income and Appreciation
	Six Months Ended April 30, 2015		Year Ended October 31, 2014		Six Months Ended April 30, 2015		Year Ended October 31, 2014
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	2,498	$	4,444	$	—	$	—
Y Class		34		110		20		26
Investor Class		185		447		2,385		4,107
A Class		47		81		13		19
C Class		49		95		38		51
AMR Class		4,391		8,270		—		—
Long-term capital gain
Institutional Class		1,138		219		—		—
Y Class		16		7		18		14
Investor Class		84		26		2,352		2,963
A Class		19		4		11		13
C Class		23		7		45		44
AMR Class		1,742		464		—		—
Total distributions paid	$	10,226	$	14,174	$	4,882	$	7,237

57

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

	Intermediate Bond				Short-Term Bond
	Six Months Ended April 30, 2015		Year Ended October 31, 2014		Six Months Ended April 30, 2015		Year Ended October 31, 2014
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	5,476	$	11,444	$	1,354	$	1,692
Y Class		3		4		5		10
Investor Class		14		42		20		52
A Class		4		9		4		10
C Class		2		6		—		—
Long-term capital gains
Institutional Class		1,286		447		—		—
Y Class		1		—		—		—
Investor Class		4		2		—		—
A Class		1		1		—		—
C Class		1		1		—		—
Total distributions paid	$	6,792	$	11,956	$	1,383	$	1,764

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2015, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

	High Yield Bond			Retirement Income and Appreciation			Intermediate Bond			Short-Term Bond
Cost basis of investments for federal income tax purposes	$	182,810		$	99,588		$	436,465		$	161,652
Unrealized appreciation		2,842			5,986			12,195			220
Unrealized depreciation		(12,477	)		(755	)		(1,585	)		(851	)
Net unrealized appreciation		(9,635	)		5,231			10,610			(631	)
Undistributed ordinary income		177			809			2,030			447
Accumulated long-term gain or (loss)		(4,806	)		1,509			214			(6,742	)
Other temporary differences		(6	)		—			—			—
Distributable earnings or (deficits)	$	(14,270	)	$	7,549		$	12,854		$	(6,926	)

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, book amortization for premiums, dividends payable and income adjustments associated with contingent payment debt instruments.

Due to inherent differences in the recognition of income, expenses, and realized gains or (losses) under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities. Accordingly, the following amounts represent current year permanent differences derived from book amortization of premium, pay down reclasses, income adjustments associated with contingent payment debt instruments, and dividends that have been reclassified as of April 30, 2015 (in thousands):

	High Yield Bond			Retirement Income and Appreciation			Intermediate Bond			Short-Term Bond
Paid-in-capital	$	1		$	(372	)	$	—		$	(466	)
Undistributed net investment income		(1	)		627			381			1,021
Accumulated net realized gain or (loss)		—			(255	)		(381	)		(555	)
Unrealized appreciation or (depreciation) of investments		—			—			—			—

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by the Funds in taxable years beginning after December 22, 2010 are carried forward

58

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Funds were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

Losses incurred that will be carried forward under the provisions of the Act for the six months ended April 30, 2015 are as follows (in thousands):

	Loss Carryforward Character
Fund	Short-Term		Long Term		Total
Short-Term Bond	$	489	$	1,055	$	1,544

As of April 30, 2015 the capital loss carryforward positions prior to the provisions of RIC MOD that may be applied against any realized net taxable gains in each succeeding year or until their expiration dates, whichever occurs first, are as follows (in thousands):

Fund	2016		2017		Total
Short-Term Bond	$	5,198	$	—	$	5,198

The Short-Term Bond Fund had $467 of expired loss carryforward positions occurring prior to the provisions of the Act (in thousands).

6. Investment Transactions

The aggregate cost of purchases and proceeds from sales and maturities of long-term investments during the year ended April 30, 2015 were as follows (in thousands):

	High Yield Bond		Retirement Income and Appreciation		Intermediate Bond		Short-Term Bond
Purchases (excluding U.S. government securities)	$	64,935	$	15,263	$	70,225	$	37,487
Sales and maturities (excluding U.S. government securities)		102,571		17,369		57,692		171,604
Purchases of U.S. government securities		—		—		12,533		14,202
Sales and maturities of U.S. government securities		—		1,508		13,925		144,115

7. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Funds (shares and dollars in thousands):

For the Six months Ended April 30, 2015

	Institutional Class						Y Class						Investor Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		1,340		$	11,585			51		$	441			43		$	367
Redemption Fees		—			(3	)		—			—			—			(1	)
Reinvestment of dividends		424			3,628			4			33			29			244
Shares redeemed		(6,103	)		(52,103	)		(76	)		(653	)		(217	)		(1,867	)
Net (decrease) in shares outstanding		(4,339	)	$	(36,893	)		(21	)	$	(179	)		(145	)	$	(1,257	)

	A Class						C Class						AMR Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		24		$	212			65		$	562			1,851		$	15,961
Redemption Fees		—			—			—			—			—			(4	)
Reinvestment of dividends		7			60			6			52			716			6,133
Shares redeemed		(35	)		(300	)		(42	)		(357	)		(2,136	)		(18,467	)
Net increase (decrease) in shares outstanding		(4	)	$	(28	)		29		$	257			431		$	3,623

59

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

	Y Class						Investor Class						A Class
Retirement Income and Appreciation Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		(30	)	$	320			(441	)	$	4,755			(64	)	$	691
Reinvestment of dividends		(3	)		34			(444	)		4,734			(2	)		21
Shares redeemed		9			(99	)		669			(7,225	)		4			(38	)
Net increase (decrease) in shares outstanding		(24	)	$	255			(216	)	$	2,264			(62	)	$	674

	C Class
Retirement Income and Appreciation Fund	Shares			Amount
Shares sold		(45	)	$	501
Reinvestment of dividends		(7	)		75
Shares redeemed		40			(432	)
Net increase (decrease) in shares outstanding		(13	)	$	144

	Institutional Class						Y Class						Investor Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		3,430		$	37,205			6		$	64			15		$	155
Reinvestment of dividends		624			6,761			—			2			2			18
Shares redeemed		(2,107	)		(22,815	)		(6	)		(63	)		(38	)		(412	)
Net increase (decrease) in shares outstanding		1,947		$	21,151			—		$	3			(21	)	$	(239	)

	A Class						C Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount
Shares sold		5		$	55			19		$	206
Reinvestment of dividends		—			2			—			1
Shares redeemed		(5	)		(56	)		(1	)		(9	)
Net increase in shares outstanding		—		$	1			18		$	198

	Institutional Class						Y Class						Investor Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		4,214		$	36,506			57		$	493			53		$	457
Reinvestment of dividends		156			1,353			—			3			2			20
Shares redeemed		(20,457	)		(176,973	)		(83	)		(722	)		(336	)		(2,915	)
Net (decrease) in shares outstanding		(16,087	)	$	(139,114	)		(26	)	$	(226	)		(281	)	$	(2,438	)

	A Class						C Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount
Shares sold		7		$	56			24		$	209
Reinvestment of dividends		—			4			—			—
Shares redeemed		(54	)		(467	)		(9	)		(83	)
Net increase (decrease) in shares outstanding		(47	)	$	(407	)		15		$	126

For the Year Ended October 31, 2014

	Institutional Class						Y Class						Investor Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		3,639		$	33,965			369		$	3,453			191		$	1,786
Redemption Fees		—			11			—			—			—			1
Reinvestment of dividends		490			4,563			8			71			47			441
Shares redeemed		(1,782	)		(16,624	)		(465	)		(4,315	)		(323	)		(3,008	)
Net increase (decrease) in shares outstanding		2,347		$	21,915			(88	)	$	(791	)		(85	)	$	(780	)

60

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2015 (Unaudited)

	A Class						C Class						AMR Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		127		$	1,188			88		$	821			4,757		$	44,526
Redemption Fees		—			—			—			—			—			19
Reinvestment of dividends		8			78			7			64			938			8,734
Shares redeemed		(74	)		(687	)		(102	)		(950	)		(5,899	)		(54,615	)
Net increase (decrease) in shares outstanding		61		$	579			(7	)	$	(65	)		(204	)	$	(1,336	)

	Y Class						Investor Class						A Class
Retirement Income and Appreciation Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		24		$	261			1,502		$	16,482			1		$	10
Reinvestment of dividends		3			39			655			7,057			2			28
Shares redeemed		(15	)		(169	)		(4,752	)		(51,433	)		(39	)		(435	)
Net increase (decrease) in shares outstanding		12		$	131			(2,595	)	$	(27,894	)		(36	)	$	(397	)

	C Class
Retirement Income and Appreciation Fund	Shares			Amount
Shares sold		36		$	397
Reinvestment of dividends		7			79
Shares redeemed		(43	)		(478	)
Net (decrease) in shares outstanding		—		$	(2	)

	Institutional Class						Y Class						Investor Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		11,706		$	125,224			12		$	134			48		$	511
Reinvestment of dividends		1,113			11,884			—			1			4			42
Shares redeemed		(6,064	)		(64,974	)		(7	)		(77	)		(75	)		(806	)
Net increase (decrease) in shares outstanding		6,755		$	72,134			5		$	58			(23	)	$	(253	)

	A Class						C Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount
Shares sold		5		$	51			1		$	9
Reinvestment of dividends		—			3			—			5
Shares redeemed		(5	)		(50	)		(52	)		(556	)
Net increase (decrease) in shares outstanding		—		$	4			(51	)	$	(542	)

	Institutional Class						Y Class						Investor Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		22,267		$	193,284			113		$	982			234		$	2,029
Reinvestment of dividends		195			1,690			—			4			6			50
Shares redeemed		(5,901	)		(51,348	)		(118	)		(1,025	)		(265	)		(2,302	)
Net increase (decrease) in shares outstanding		16,561		$	143,626			(5	)	$	(39	)		(25	)	$	(223	)

	A Class						C Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount
Shares sold		49		$	428			53		$	455
Reinvestment of dividends		1			9			—			—
Shares redeemed		(159	)		(1,380	)		(40	)		(346	)
Net increase (decrease) in shares outstanding		(109	)	$	(943	)		13		$	109

61

American Beacon High Yield Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30,			Year Ended October 31,
	2015			2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	9.11		$	9.31		$	9.10		$	8.68		$	9.05		$	8.42
Income from investment operations:
Net investment income		0.22			0.55			0.58			0.67			0.71			0.75
Net gains (losses) from investments (both realized and unrealized)		(0.28	)		(0.15	)		0.21			0.42			(0.37	)		0.63
Total income (loss) from investment operations		(0.06	)		0.40			0.79			1.09			0.34			1.38
Less distributions:
Dividends from net investment income		(0.27	)		(0.57	)		(0.58	)		(0.67	)		(0.71	)		(0.75	)
Distributions from net realized gains		(0.14	)		(0.03	)		—			—			—			—
Total distributions		(0.41	)		(0.60	)		(0.58	)		(0.67	)		(0.71	)		(0.75	)
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	8.64		$	9.11		$	9.31		$	9.10		$	8.68		$	9.05
Total return C		(0.49	)%D		4.30	%		8.94	%		13.12	%		3.79	%		17.17	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	41,142		$	82,846		$	628,376		$	42,026		$	41,093		$	41,459
Ratios to average net assets:
Expenses, before reimbursements or recoupments		0.89	%E		0.87	%		0.91	%		0.93	%		0.88	%		0.79	%
Expenses, net of reimbursements or recoupments		0.87	%E		0.85	%		0.89	%		0.93	%		0.88	%		0.79	%
Net investment income (loss), before reimbursements or recoupments		5.93	%E		5.75	%		6.25	%		7.61	%		7.90	%		8.69	%
Net investment income, net of reimbursements or recoupements		5.95	%E		5.77	%		6.26	%		7.62	%		7.90	%		8.69	%
Portfolio turnover rate		33	%D		74	%		82	%		100	%		149	%		176	%

^A PENN Capital Management Company, Inc. was added as an investment manager to the High Yield Bond Fund on September 15, 2011.

^B Amounts represent less than $0.01 per share.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D Not annualized.

^E Annualized.

^F Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

62

American Beacon High Yield Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six Months Ended April 30,			Year Ended October 31,												March 1 to Oct. 31, 2010			Six Months Ended April 30,			Year Ended October 31,
2015			2014			2013			2012			2011A						2015			2014			2013			2012			2011A			2010
(unaudited)																		(unaudited)
$	9.12		$	9.32		$	9.12		$	8.69		$	9.06		$	8.63		$	9.11		$	9.31		$	9.10		$	8.68		$	9.06		$	8.42
	0.24			0.51			0.58			0.64			0.68			0.50			0.24			0.52			0.56			0.65			0.69			0.73
	(0.28	)		(0.13	)		0.20			0.43			(0.37	)		0.43			(0.30	)		(0.15	)		0.21			0.42			(0.38	)		0.64
	(0.04	)		0.38			0.78			1.07			0.31			0.93			(0.06	)		0.37			0.77			1.07			0.31			1.37
	(0.26	)		(0.55	)		(0.58	)		(0.64	)		(0.68	)		(0.50	)		(0.26	)		(0.54	)		(0.56	)		(0.65	)		(0.69	)		(0.73	)
	(0.14	)		(0.03	)		—			—			—			—			(0.14	)		(0.03	)		—			—			—			—
	(0.40	)		(0.58	)		(0.58	)		(0.64	)		(0.68	)		(0.50	)		(0.40	)		(0.57	)		(0.56	)		(0.65	)		(0.69	)		(0.73	)
	0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
$	8.68		$	9.12		$	9.32		$	9.12		$	8.69		$	9.06		$	8.65		$	9.11		$	9.31		$	9.10		$	8.68		$	9.06
	(0.21	)%D		4.16	%		8.74	%		12.74	%		3.36	%		11.17	%D		(0.52	)%D		4.03	%		8.73	%		12.86	%		3.41	%		17.00	%
$	921		$	1,157		$	2,005		$	437		$	11		$	1		$	5,070		$	6,674		$	7,609		$	8,930		$	7,560		$	54,142
	0.94	%E		0.93	%		1.02	%		1.13	%		27.02	%		0.82	%E		1.12	%E		1.10	%		1.13	%		1.16	%		1.09	%		1.04	%
	0.96	%E		0.95	%		0.98	%		1.01	%		1.61	%		0.82	%E		1.09	%E		1.09	%		1.09	%		1.16	%		1.09	%		1.04	%
	5.86	%E		5.70	%		6.06	%		7.08	%		(18.29	)%		8.53	%E		5.71	%E		5.56	%		6.08	%		7.37	%		7.75	%		8.48	%
	5.84	%E		5.67	%		6.10	%		7.20	%		7.11	%		8.53	%E		5.73	%E		5.57	%		6.12	%		7.37	%		7.75	%		8.48	%
	33	%D		74	%		82	%		100	%		149	%		176	%F		33	%D		74	%		82	%		100	%		149	%		176	%

63

American Beacon High Yield Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class
	Six Months Ended April 30,			Year Ended October 31,												May 17 to Oct. 31,
	2015			2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	9.12		$	9.32		$	9.11		$	8.69		$	9.08		$	8.67
Income from investment operations:
Net investment income		0.25			0.53			0.56			0.66			0.69			0.32
Net gains (losses) from investments (both realized and unrealized)		(0.31	)		(0.16	)		0.21			0.42			(0.39	)		0.41
Total income (loss) from investment operations		(0.06	)		0.37			0.77			1.08			0.30			0.73
Less distributions:
Dividends from net investment income		(0.26	)		(0.54	)		(0.56	)		(0.66	)		(0.69	)		(0.32	)
Distributions from net realized gains		(0.14	)		(0.03	)		—			—			—			—
Total distributions		(0.40	)		(0.57	)		(0.56	)		(0.66	)		(0.69	)		(0.32	)
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	8.66		$	9.12		$	9.32		$	9.11		$	8.69		$	9.08
Total return C		(0.47	)%D		4.04	%		8.72	%		12.88	%		3.31	%		8.66	%D
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,399		$	1,506		$	972		$	678		$	117		$	40
Ratios to average net assets:
Expenses, before reimbursements		1.25	%E		1.30	%		1.38	%		1.46	%		3.93	%		1.30	%E
Expenses, net of reimbursements		1.02	%E		1.08	%		1.12	%		1.11	%		1.11	%		1.12	%E
Net investment income (loss), before reimbursements		5.57	%E		5.32	%		5.78	%		6.97	%		4.74	%		6.93	%E
Net investment income, net of reimbursements		5.80	%E		5.54	%		6.04	%		7.32	%		7.56	%		7.11	%E
Portfolio turnover rate		33	%D		74	%		82	%		100	%		149	%		176	%F

^A PENN Capital Management Company, Inc. was added as an investment manager to the High Yield Bond Fund on September 15, 2011.

^B Amounts represent less than $0.01 per share.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D Not annualized.

^E Annualized.

^F Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

64

American Beacon High Yield Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

C Class																		AMR Class
Six Months Ended April 30,			Year Ended October 31,												Sept. 1 to Oct. 31, 2010			Six Months Ended April 30,			Year Ended October 31,
2015			2014			2013			2012			2011A						2015			2014			2013			2012			2011A			2010
(unaudited)																		(unaudited)
$	9.11		$	9.30		$	9.09		$	8.67		$	9.05		$	8.68		$	9.11		$	9.31		$	9.10		$	8.68		$	9.06		$	8.42
	0.22			0.45			0.49			0.59			0.63			0.09			0.27			0.57			0.61			0.70			0.74			0.78
	(0.31	)		(0.15	)		0.21			0.42			(0.39	)		0.37			(0.32	)		(0.15	)		0.21			0.42			(0.38	)		0.63
	(0.09	)		0.30			0.70			1.01			0.24			0.46			(0.05	)		0.42			0.82			1.12			0.36			1.41
	(0.22	)		(0.46	)		(0.49	)		(0.59	)		(0.62	)		(0.09	)		(0.28	)		(0.59	)		(0.61	)		(0.70	)		(0.74	)		(0.77	)
	(0.14	)		(0.03	)		—			—			—			—			(0.14	)		(0.03	)		—			—			—			—
	(0.36	)		(0.49	)		(0.49	)		(0.59	)		(0.62	)		(0.09	)		(0.42	)		(0.62	)		(0.61	)		(0.70	)		(0.74	)		(0.77	)
	0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
$	8.66		$	9.11		$	9.30		$	9.09		$	8.67		$	9.05		$	8.64		$	9.11		$	9.31		$	9.10		$	8.68		$	9.06
	(0.83	)%D		3.28	%		7.90	%		12.06	%		2.67	%		5.31	%D		(0.32	)%D		4.63	%		9.25	%		13.46	%		3.96	%		17.59	%
$	1,926		$	1,756		$	1,858		$	2,262		$	403		$	37		$	125,836		$	128,707		$	133,510		$	86,030		$	73,298		$	89,992
	1.99	%E		2.06	%		2.12	%		2.16	%		3.15	%		2.29	%E		0.59	%E		0.58	%		0.61	%		0.62	%		0.60	%		0.54	%
	1.77	%E		1.84	%		1.87	%		1.86	%		1.85	%		1.87	%E		0.59	%E		0.58	%		0.61	%		0.62	%		0.60	%		0.54	%
	4.79	%E		4.59	%		5.11	%		6.29	%		5.53	%		4.97	%E		6.24	%E		6.07	%		6.55	%		7.91	%		8.18	%		8.91	%
	5.01	%E		4.81	%		5.36	%		6.60	%		6.82	%		5.40	%E		6.24	%E		6.07	%		6.55	%		7.91	%		8.18	%		8.91	%
	33	%D		74	%		82	%		100	%		149	%		176	%F		33	%D		74	%		82	%		100	%		149	%		176	%

.

65

American Beacon Retirement Income and Appreciation Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Y Class
	Six Months Ended April 30,			Year Ended October 31,													March 1 to Oct. 31,
	2015			2014			2013			2012				2011			2010
	(unaudited)
Net asset value, beginning of period	$	11.05		$	11.19		$	11.14		$	10.83			$	10.80		$	10.31
Income from investment operations:
Net investment income		0.19			0.26			0.06			0.28				0.26			0.20
Net gains (losses) from investments (both realized and unrealized)		0.05			0.30			0.32			0.37				0.05			0.49
Total income from investment operations		0.24			0.56			0.38			0.65				0.31			0.69
Less distributions:
Dividends from net investment income		(0.18	)		(0.33	)		(0.26	)		(0.28	)			(0.28	)		(0.20	)
Distributions from net realized gains		(0.38	)		(0.37	)		(0.07	)		(0.06	)			—			—
Return of capital		—			—			—			—				—			—
Total distributions		(0.56	)		(0.70	)		(0.33	)		(0.34	)			(0.28	)		(0.20	)
Net asset value, end of period	$	10.73		$	11.05		$	11.19		$	11.14			$	10.83		$	10.80
Total return A		2.19	%B		5.19	%		3.43	%		6.10	%			2.96	%		6.78	%B
													��
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	968		$	733		$	608		$	2,287			$	539		$	367
Ratios to average net assets:
Expenses, before reimbursements		0.88	%C		0.90	%		0.83	%		0.87	%			1.80	%		0.80	%C
Expenses, net of reimbursements		0.80	%C		0.80	%		0.80	%		0.81	%			0.84	%		0.80	%C
Net investment income, before reimbursements		1.72	%C		1.71	%		1.95	%		2.20	%			1.45	%		2.74	%C
Net investment income, net of reimbursements		1.79	%C		1.81	%		1.99	%		2.26	%			2.41	%		2.74	%C
Portfolio turnover rate		15	%B		50	%		53	%		42	%			54	%		51	%D

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

66

American Beacon Retirement Income and Appreciation Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Investor Class																		A Class
Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,												May 17 to Oct. 31,
2015			2014			2013			2012			2011			2010			2015			2014			2013			2012			2011			2010
(unaudited)																		(unaudited)
$	11.06		$	11.19		$	11.14		$	10.84		$	10.81		$	10.25		$	11.10		$	11.23		$	11.17		$	10.85		$	10.81		$	10.37
	0.09			0.02			0.10			0.24			0.27			0.36			0.35			0.03			0.12			0.22			0.23			0.13
	0.13			0.50			0.25			0.37			0.02			0.51			(0.13	)		0.49			0.23			0.39			0.05			0.44
	0.22			0.52			0.35			0.61			0.29			0.87			0.22			0.52			0.35			0.61			0.28			0.57
	(0.15	)		(0.28	)		(0.23	)		(0.25	)		(0.26	)		(0.31	)		(0.15	)		(0.28	)		(0.22	)		(0.23	)		(0.24	)		(0.13	)
	(0.38	)		(0.37	)		(0.07	)		(0.06	)		—			—			(0.38	)		(0.37	)		(0.07	)		(0.06	)		—			—
	—			—			—			—			—			—			—			—			—			—			—			—
	(0.53	)		(0.65	)		(0.30	)		(0.31	)		(0.26	)		(0.31	)		(0.53	)		(0.65	)		(0.29	)		(0.29	)		(0.24	)		(0.13	)
$	10.75		$	11.06		$	11.19		$	11.14		$	10.84		$	10.81		$	10.79		$	11.10		$	11.23		$	11.17		$	10.85		$	10.81
	2.03	%B		4.86	%		3.14	%		5.75	%		2.71	%		8.60	%		2.03	%B		4.83	%		3.18	%		5.78	%		2.61	%		5.52	%B
$	99,255		$	99,748		$	130,013		$	163,713		$	147,415		$	126,022		$	1,106		$	447		$	851		$	1,253		$	770		$	166
	1.14	%C		1.15	%		1.11	%		1.12	%		1.10	%		1.08	%		1.16	%C		1.27	%		1.23	%		1.28	%		2.00	%		1.20	%C
	1.14	%C		1.15	%		1.11	%		1.12	%		1.10	%		1.08	%		1.04	%C		1.13	%		1.14	%		1.14	%		1.15	%		1.14	%C
	1.44	%C		1.42	%		1.61	%		1.98	%		2.15	%		2.79	%		1.40	%C		1.30	%		1.48	%		1.82	%		1.21	%		2.03	%C
	1.44	%C		1.42	%		1.60	%		1.98	%		2.15	%		2.79	%		1.52	%C		1.44	%		1.57	%		1.95	%		2.06	%		2.10	%C
	15	%B		50	%		53	%		42	%		54	%		51	%		15	%B		50	%		53	%		42	%		54	%		51	%D

67

American Beacon Retirement Income and Appreciation Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30,			Year Ended October 31,												Sept. 1 to Oct. 31,
	2015			2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	11.12		$	11.24		$	11.17		$	10.85		$	10.82		$	10.61
Income from investment operations:
Net investment income		0.06			0.07			0.08			0.13			0.15			0.03
Net gains (losses) from investments (both realized and unrealized)		0.12			0.36			0.18			0.39			0.04			0.20
Total income from investment operations		0.18			0.43			0.26			0.52			19.00			0.23
Less distributions:
Dividends from net investment income		(0.10	)		(0.18	)		(0.12	)		(0.14	)		(0.16	)		(0.02	)
Distributions from net realized gains		(0.38	)		(0.37	)		(0.07	)		(0.06	)		—			—
Return of capital		—			—			—			—			—			—
Total distributions		(0.48	)		(0.55	)		(0.19	)		(0.20	)		(0.16	)		(0.02	)
Net asset value, end of period	$	10.82		$	11.12		$	11.24		$	11.17		$	10.85		$	10.82
Total return A		1.67	%B		4.01	%		2.28	%		4.87	%		1.75	%		2.19	%B
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,995		$	1,897		$	1,918		$	1,977		$	1,587		$	1,035
Ratios to average net assets:
Expenses, before reimbursements		1.92	%C		2.01	%		1.99	%		2.04	%		1.99	%		2.33	%C
Expenses, net of reimbursements		1.86	%C		1.94	%		1.96	%		1.97	%		1.94	%		1.96	%C
Net investment income, before reimbursements		0.67	%C		0.58	%		0.71	%		1.06	%		1.25	%		1.40	%C
Net investment income, net of reimbursements		0.73	%C		0.65	%		0.75	%		1.13	%		1.30	%		1.77	%C
Portfolio turnover rate		15	%B		50	%		53	%		42	%		54	%		51	%D

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

68

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69

American Beacon Intermediate Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30,			Year Ended October 31,
	2015			2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	10.78		$	10.73		$	11.26		$	10.99		$	11.10		$	10.69
Income from investment operations:
Net investment income (loss)		0.13			0.28			0.24			0.27			0.33			0.39
Net gains (losses) from investments (both realized and unrealized)		0.08			0.10			(0.36	)		0.34			0.10			0.40
Total income (loss) from investment operations		0.21			0.38			(0.12	)		0.61			0.43			0.79
Less distributions:
Dividends from net investment income		(0.14	)		(0.32	)		(0.28	)		(0.29	)		(0.35	)		(0.38	)
Distributions from net realized gains		(0.03	)		(0.01	)		(0.13	)		(0.05	)		(0.19	)		—
Total distributions		(0.17	)		(0.33	)		(0.41	)		(0.34	)		(0.54	)		(0.38	)
Net asset value, end of period	$	10.82		$	10.78		$	10.73		$	11.26		$	10.99		$	11.10
Total return A		1.99	%B		3.66	%		(1.04	)%		5.59	%		4.11	%		7.56	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	436,553		$	413,618		$	339,416		$	388,491		$	275,234		$	290,734
Ratios to average net assets:
Expenses, before reimbursements		0.32	%C		0.32	%		0.33	%		0.33	%		0.35	%		0.33	%
Expenses, net of reimbursements		0.32	%C		0.32	%		0.33	%		0.33	%		0.35	%		0.33	%
Net investment income, before reimbursements		2.26	%C		2.30	%		2.30	%		2.25	%		3.12	%		3.39	%
Net investment income, net of reimbursements		2.26	%C		2.30	%		2.30	%		2.25	%		3.12	%		3.39	%
Portfolio turnover rate		14	%B		41	%		50	%		144	%		75	%		96	%

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

70

American Beacon Intermediate Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six Months Ended April 30,			Year Ended October 31,												March 1 to Oct. 31, 2010			Six Months Ended April 30,			Year Ended October 31,
2015			2014			2013			2012			2011						2015			2014			2013			2012			2011			2010
(unaudited)																		(unaudited)
$	10.82		$	10.77		$	11.31		$	11.03		$	11.10		$	10.69		$	10.76		$	10.71		$	11.25		$	10.97		$	11.08		$	10.68
	0.11			0.32			(0.04	)		0.26			0.27			0.23			0.01			0.14			(0.04	)		0.22			0.29			0.33
	0.09			0.02			(0.12	)		0.32			0.17			0.41			0.19			0.18			(0.14	)		0.35			0.10			0.41
	0.20			0.34			(0.16	)		0.58			0.44			0.64			0.20			0.32			(0.18	)		0.57			0.39			0.74
	(0.12	)		(0.28	)		(0.25	)		(0.25	)		(0.32	)		(0.23	)		(0.11	)		(0.26	)		(0.23	)		(0.24	)		(0.31	)		(0.34	)
	(0.03	)		(0.01	)		(0.13	)		(0.05	)		(0.19	)		—			(0.03	)		(0.01	)		(0.13	)		(0.05	)		(0.19	)		—
	(0.15	)		(0.29	)		(0.38	)		(0.30	)		(0.51	)		(0.23	)		(0.14	)		(0.27	)		(0.36	)		(0.29	)		(0.50	)		(0.34	)
$	10.87		$	10.82		$	10.77		$	11.31		$	11.03		$	11.10		$	10.82		$	10.76		$	10.71		$	11.25		$	10.97		$	11.08
	1.88	%B		3.26	%		(1.42	)%		5.34	%		4.19	%		6.03	%B		1.88	%B		3.12	%		(1.58	)%		5.20	%		3.65	%		7.01	%
$	246		$	241		$	183		$	113		$	60		$	382		$	1,272		$	1,504		$	1,749		$	11,011		$	3,729		$	3,829
	0.68	%C		0.70	%		0.67	%		0.99	%		0.73	%		0.67	%C		0.92	%C		0.90	%		0.87	%		0.84	%		0.86	%		0.83	%
	0.65	%C		0.65	%		0.65	%		0.64	%		0.65	%		0.64	%C		0.79	%C		0.79	%		0.79	%		0.79	%		0.79	%		0.76	%
	1.89	%C		1.93	%		1.91	%		1.65	%		2.74	%		2.58	%C		1.66	%C		1.72	%		1.74	%		1.80	%		2.59	%		2.88	%
	1.93	%C		1.98	%		1.93	%		2.00	%		2.82	%		2.60	%C		1.79	%C		1.83	%		1.82	%		1.86	%		2.66	%		2.95	%
	14	%B		41	%		50	%		144	%		75	%		96	%D		14	%B		41	%		50	%		144	%		75	%		96	%

71

American Beacon Intermediate Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class
	Six Months Ended April 30,			Year Ended October 31,												May 17 to Oct. 31,
	2015			2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	10.76		$	10.71		$	11.24		$	10.96		$	11.07		$	10.74
Income from investment operations:
Net investment income (loss)		0.09			0.18			0.14			0.18			0.28			0.13
Net gains (losses) from investments (both realized and unrealized)		0.10			0.12			(0.33	)		0.36			0.09			0.33
Total income (loss) from investment operations		0.19			0.30			(0.19	)		0.54			0.37			0.46
Less distributions:
Dividends from net investment income		(0.10	)		(0.24	)		(0.21	)		(0.21	)		(0.29	)		(0.13	)
Distributions from net realized gains		(0.03	)		(0.01	)		(0.13	)		(0.05	)		(0.19	)		—
Total distributions		(0.13	)		(0.25	)		(0.34	)		(0.26	)		(0.48	)		(0.13	)
Net asset value, end of period	$	10.82		$	10.76		$	10.71		$	11.24		$	10.96		$	11.07
Total return A		1.82	%B		2.92	%		(1.69	)%		4.99	%		3.45	%		4.31	%B
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	429		$	426		$	420		$	734		$	584		$	46
Ratios to average net assets:
Expenses, before reimbursements		0.99	%C		1.06	%		1.11	%		1.12	%		1.13	%		1.05	%C
Expenses, net of reimbursements		0.89	%C		0.96	%		0.99	%		0.99	%		0.99	%		0.95	%C
Net investment income, before reimbursements		1.59	%C		1.56	%		1.52	%		1.48	%		2.31	%		2.15	%C
Net investment income, net of reimbursements		1.69	%C		1.67	%		1.64	%		1.61	%		2.46	%		2.25	%C
Portfolio turnover rate		14	%B		41	%		50	%		144	%		75	%		96	%D

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

72

American Beacon Intermediate Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30,			Year Ended October 31,												Sept. 1 to Oct. 31, 2010
	2015			2014			2013			2012			2011
	(unaudited)
Net asset value, beginning of period	$	10.78		$	10.71		$	11.25		$	10.97		$	11.08		$	11.05
Income from investment operations:
Net investment income (loss)		0.30			(0.25	)		0.07			0.13			0.19			0.03
Net gains (losses) from investments (both realized and unrealized)		(0.16	)		0.48			(0.35	)		0.33			0.10			0.03
Total income (loss) from investment operations		0.14			0.23			(0.28	)		0.46			0.29			0.06
Less distributions:
Dividends from net investment income		(0.06	)		(0.15	)		(0.13	)		(0.13	)		(0.21	)		(0.03	)
Distributions from net realized gains		(0.03	)		(0.01	)		(0.13	)		(0.05	)		(0.19	)		—
Total distributions		(0.09	)		(0.16	)		(0.26	)		(0.18	)		(0.40	)		(0.03	)
Net asset value, end of period	$	10.83		$	10.78		$	10.71		$	11.25		$	10.97		$	11.08
Total return A		1.33	%B		2.24	%		(2.51	)%		4.21	%		2.70	%		0.56	%B
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	389		$	189		$	734		$	1,372		$	286		$	325
Ratios to average net assets:
Expenses, before reimbursements		1.74	%C		1.83	%		1.94	%		1.87	%		1.86	%		2.09	%C
Expenses, net of reimbursements		1.63	%C		1.73	%		1.74	%		1.73	%		1.72	%		1.74	%C
Net investment income, before reimbursements		0.83	%C		0.83	%		0.69	%		0.75	%		1.61	%		0.88	%C
Net investment income, net of reimbursements		0.93	%C		0.93	%		0.89	%		0.89	%		1.75	%		1.23	%C
Portfolio turnover rate		14	%B		41	%		50	%		144	%		75	%		96	%D

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

73

American Beacon Short-Term Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30,			Year Ended October 31,
	2015			2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	8.67		$	8.70		$	8.78		$	8.71		$	8.89		$	8.83
Income from investment operations:
Net investment income (loss)		(0.29	)		0.37			(0.09	)		0.28			0.26			0.23
Net gains (losses) from investments (both realized and unrealized)		0.32			(0.30	)		0.13			(0.05	)		(0.25	)		0.10
Total income (loss) from investment operations		0.03			0.07			0.04			0.23			0.01			0.33
Less distributions:
Dividends from net investment income		(0.05	)		(0.10	)		(0.12	)		(0.16	)		(0.19	)		(0.27	)
Distributions from net realized gains		—			—			—			—			—			—
Total distributions		(0.05	)		(0.10	)		(0.12	)		(0.16	)		(0.19	)		(0.27	)
Net asset value, end of period	$	8.65		$	8.67		$	8.70		$	8.78		$	8.71		$	8.89
Total return A		0.34	%B		0.83	%		0.47	%		2.72	%		0.17	%		3.78	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	153,631		$	293,620		$	150,509		$	217,545		$	156,937		$	131,314
Ratios to average net assets:
Expenses, before reimbursements		0.34	%C		0.37	%		0.38	%		0.37	%		0.37	%		0.35	%
Expenses, net of reimbursements		0.34	%C		0.37	%		0.38	%		0.37	%		0.37	%		0.35	%
Net investment income (loss), before reimbursements		0.53	%C		0.60	%		0.90	%		1.50	%		1.73	%		2.27	%
Net investment income (loss), net of reimbursements		0.53	%C		0.60	%		0.90	%		1.50	%		1.73	%		2.27	%
Portfolio turnover rate		16	%B		53	%		105	%		18	%		65	%		60	%

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

74

American Beacon Short-Term Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six Months Ended April 30,			Year Ended October 31,												March 1 to Oct. 31, 2010			Six Months Ended April 30, 2015			Year Ended October 31,
2015			2014			2013			2012			2011									2014			2013			2012			2011			2010
(unaudited)																		(unaudited)
$	8.69		$	8.72		$	8.77		$	8.73		$	8.90		$	8.84		$	8.68		$	8.70		$	8.79		$	8.72		$	8.89		$	8.84
	(0.03	)		0.03			0.13			0.10			0.15			0.15			(0.73	)		(0.02	)		(0.58	)		(0.19	)		0.14			0.08
	0.04			0.02			(0.08	)		0.11			(0.15	)		0.08			0.73			0.07			0.58			0.39			(0.15	)		0.21
	0.01			0.05			0.05			0.21			—			0.23			0.00			0.05			0.00			0.20			(0.01	)		0.29
	(0.04	)		(0.08	)		(0.10	)		(0.17	)		(0.17	)		(0.17	)		(0.03	)		(0.07	)		(0.09	)		(0.13	)		(0.16	)		(0.24	)
	—			—			—			—			—			—			—			—			—			—			—			—
	(0.04	)		(0.08	)		(0.10	)		(0.17	)		(0.17	)		(0.17	)		(0.03	)		(0.07	)		(0.09	)		(0.13	)		(0.16	)		(0.24	)
$	8.66		$	8.69		$	8.72		$	8.77		$	8.73		$	8.90		$	8.65		$	8.68		$	8.70		$	8.79		$	8.72		$	8.89
	0.08	%B		0.56	%		0.56	%		2.77	%		0.04	%		2.55	%B		0.00	%B		0.53	%		0.03	%		2.28	%		(0.12	)%		3.33	%
$	900		$	1,130		$	1,173		$	272		$	344		$	51		$	4,799		$	7,255		$	7,497		$	14,203		$	24,557		$	23,175
	0.69	%C		0.72	%		0.72	%		0.72	%		1.43	%		0.65	%C		0.89	%C		0.90	%		0.90	%		0.89	%		0.90	%		0.86	%
	0.64	%C		0.64	%		0.63	%		0.64	%		0.60	%		0.64	%C		0.79	%C		0.79	%		0.79	%		0.79	%		0.78	%		0.67	%
	0.18	%C		0.26	%		0.58	%		1.16	%		0.57	%		1.45	%C		(0.01	)%C		0.07	%		0.39	%		0.99	%		1.18	%		1.75	%
	0.23	%C		0.34	%		0.66	%		1.24	%		1.40	%		1.47	%C		0.09	%C		0.19	%		0.50	%		1.09	%		1.30	%		1.94	%
	16	%B		53	%		105	%		18	%		65	%		60	%D		16	%B		53	%		105	%		18	%		65	%		60	%

75

American Beacon Short-Term Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class
	Six Months Ended April 30,			Year Ended October 31,												May 17 to Oct. 31, 2010
	2015			2014			2013			2012			2011
	(unaudited)
Net asset value, beginning of period	$	8.68		$	8.70		$	8.78		$	8.71		$	8.89		$	8.84
Income from investment operations:
Net investment income (loss)		(0.11	)		(0.07	)		0.02			0.08			0.15			0.09
Net gains (losses) from investments (both realized and unrealized)		0.11			0.11			(0.02	)		0.11			(0.18	)		0.07
Total income (loss) from investment operations		0.00			0.04			0.00			0.19			(0.03	)		0.16
Less distributions:
Dividends from net investment income		(0.03	)		(0.06	)		(0.08	)		(0.12	)		(0.15	)		(0.11	)
Distributions from net realized gains		—			—			—			—			—			—
Total distributions		(0.03	)		(0.06	)		(0.08	)		(0.12	)		(0.15	)		(0.11	)
Net asset value, end of period	$	8.65		$	8.68		$	8.70		$	8.78		$	8.71		$	8.89
Total return A		0.02	%B		0.52	%		0.00	%		2.22	%		(0.33	)%		(1.78	)%B
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	912		$	1,322		$	2,271		$	2,951		$	3,428		$	44
Ratios to average net assets:
Expenses, before reimbursements		1.00	%C		1.10	%		1.13	%		1.12	%		1.38	%		1.02	%C
Expenses, net of reimbursements		0.75	%C		0.82	%		0.85	%		0.85	%		0.84	%		0.81	%C
Net investment income (loss), before reimbursements		(0.12	)%C		(0.10	)%		0.15	%		0.75	%		0.49	%		0.49	%C
Net investment income (loss), net of reimbursements		0.14	%C		0.18	%		0.43	%		1.03	%		1.03	%		0.69	%C
Portfolio turnover rate		16	%B		53	%		105	%		18	%		65	%		60	%D

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

76

American Beacon Short-Term Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30,			Year Ended October 31,												Sept. 1 to Oct. 31,
	2015			2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	8.68		$	8.70		$	8.79		$	8.72		$	8.90		$	8.88
Income from investment operations:
Net investment income (loss)		(0.01	)		(0.03	)		0.03			0.02			0.12			(0.04	)
Net gains (losses) from investments (both realized and unrealized)		(0.02	)		0.01			(0.10	)		0.11			(0.21	)		0.08
Total income (loss) from investment operations		(0.03	)		(0.02	)		(0.07	)		0.13			(0.09	)		0.04
Less distributions:
Dividends from net investment income		0.00			0.00			(0.02	)		(0.06	)		(0.09	)		(0.02	)
Distributions from net realized gains		—			—			—			—			—			—
Total distributions		0.00			0.00			(0.02	)		(0.06	)		(0.09	)		(0.02	)
Net asset value, end of period	$	8.65		$	8.68		$	8.70		$	8.79		$	8.72		$	8.90
Total return A		(0.33	)%B		(0.19	)%		(0.85	)%		(1.46	)%		1.00	%		0.48	%B
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,093		$	969		$	863		$	377		$	371		$	1
Ratios to average net assets:
Expenses, before reimbursements		1.75	%C		1.84	%		1.89	%		1.90	%		2.47	%		2.28	%C
Expenses, net of reimbursements		1.46	%C		1.50	%		1.60	%		1.59	%		1.55	%		1.60	%C
Net investment income (loss), before reimbursements		(0.86	)%C		(0.85	)%		(0.65	)%		(0.03	)%		(0.43	)%		(3.57	)%C
Net investment income (loss), net of reimbursements		(0.57	)%C		(0.52	)%		(0.36	)%		0.28	%		0.49	%		(2.88	)%C
Portfolio turnover rate		16	%B		53	%		105	%		18	%		65	%		60	%D

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

77

Results of Shareholder Meeting

(Unaudited)

Special meetings of shareholders of each of the portfolios of the American Beacon Funds (the “Trust”) were held on April 7 and April 28, 2015. The shareholders of the High Yield Bond, Retirement Income and Appreciation, Intermediate Bond, and Short-Term Bond Funds (the “Funds”) approved a new investment management agreement between American Beacon Advisors, Inc. and the Funds. This proposal required a majority of shareholders of each Fund to achieve a quorum. The following are the results of the shareholder votes for this proposal:

Funds	For		Against		Abstain		Non-Voting
High Yield Bond		139,702,324.27		363,481.29		998,635.09		71,804,736.72
Retirement Income and Appreciation Fund		88,356,773.62		122,298.16		110,091.44		15,347,160.00
Intermediate Bond		423,895,861.18		19,848.56		22,610.48		2,016,351.15
Short-Term Bond		225,614,812.58		148,951.69		103,110.14		10,637,861.15

Special meetings of shareholders of the Trust were held on April 7 and April 28, 2015. The shareholders of the Trust approved the re-election of nine of the current Trustees to the Board of the American Beacon Trust and to elect two additional Trustees to the Board. This proposal required a majority of the shareholders of the Trust to achieve a quorum. The following are the results of the election of each Trustee:

Gilbert G. Alvarado
Affirmative	17,498,277,594.15
Withhold	242,060,281.87
Joseph B. Armes
Affirmative	17,495,833,591.04
Withhold	244,504,284.98
Gerard J. Arpey
Affirmative	17,502,516,555.24
Withhold	237,821,320.78
W. Humphrey Bogart
Affirmative	17,374,854,476.19
Withhold	365,483,399.83
Brenda A. Cline
Affirmative	17,504,753,521.13
Withhold	235,584,354.89
Eugene J. Duffy
Affirmative	17,272,913,641.26
Withhold	467,424,234.76
Thomas M. Dunning
Affirmative	17,494,495,630.88
Withhold	245,842,245.14
Alan D. Feld
Affirmative	15,741,742,569.13
Withhold	1,998,595,306.89
Richard A. Massman
Affirmative	17,494,285,443.12
Withhold	246,052,432.90
Barbara J. McKenna
Affirmative	17,278,477,252.86
Withhold	461,860,623.16
R. Gerald Turner
Affirmative	17,496,133,103.13
Withhold	244,204,772.89

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81

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your

shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y and Investor Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of the Fund’s portfolio holdings is also available on www.americanbeaconfunds.com approximately twenty days after the end of each month.	Availability of Proxy Voting Policy and Records A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR
Foreside Fund Services Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds, American Beacon High Yield Bond Fund, American Beacon Retirement Income and Appreciation Fund, American Beacon Intermediate Bond Fund and American Beacon Short-Term Bond Fund are service marks of American Beacon Advisors, Inc.

SAR 4/15    

ITEM 2. CODE OF ETHICS.

The Trust did not amend the code of ethics that applies to its principal executive and financial officers (the “Code”) nor did it grant any waivers to the provisions of the Code during the period covered by the shareholder reports presented in Item 1.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not Applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not Applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

The schedules of investments for each series of the Trust are included in the shareholder reports presented in Item 1.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Trust has made no material changes to the procedures by which shareholders may recommend nominees to the Trust’s Board of Trustees since the Trust last disclosed such procedures in Schedule 14A.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Based upon an evaluation within 90 days of the filing date of this report, the principal executive and financial officers concluded that the disclosure controls and procedures of the Trust are effective.

(b) There were no changes in the Trust’s internal control over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Not applicable.

(a)(2) A separate certification for each principal executive officer and principal financial officer of the Trust as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached hereto as EX-99.CERT.

(a)(3) Not applicable.

(b) The certifications required by Rule 30a-2(b) under the Investment Company Act of 1940 are attached hereto as EX-99.906CERT.

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.

(Registrant): American Beacon Funds

By	/s/ Gene L. Needles, Jr.
Gene L. Needles, Jr.
President
American Beacon Funds
Date: July 7, 2015

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/ Gene L. Needles, Jr.
Gene L. Needles, Jr.
President
American Beacon Funds
Date: July 7, 2015

By	/s/ Melinda G. Heika
Melinda G. Heika
Treasurer
American Beacon Funds
Date: July 7, 2015